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BAOLONG AQUATIC CO., LTD. JOINT VENTURE CONTRACTChapter 1 General ProvisionsIn accordance with the Law of the Peoples Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, # and #, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture inZhanjiang City, Guangdong Province , the Peoples Republic of China. Chapter 2 Parties of the Cooperative VentureArticle 1 Parties to this contract are as follows:Party A: #Registered in: #Legal address :#The name of Legal representative: Position: Nationality:Party B: # Registered with : Legal address :The name of Legal representative: Position: Nationality:Chapter 3 Establishment of the Cooperative Venture CompanyArticle 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up BAOLONG Cooperative venture limited liability company (hereinafter referred to as the Cooperative venture company).Article 3 The name of the Cooperative venture company: #The legal address of the joint venture company: #Article 4 All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the Peoples Republic of China.Article 5 The organization form of the Cooperative venture company is a limited liability company. Each party to the Cooperative venture company is liable within the limit of the capital subscribed. The profits, risks and losses of the Cooperative venture company shall be shared by the parties in proportion to their contributions to the registered capital. Chapter 4 The Purpose, Scope and Scale of Production and BusinessArticle 6 The productive and business scope of the Cooperative venture company: frozen aquatic products; processing and marketing; aquaculture; provide maintenance service after the sale of the products; study and develop new products.Article 7 The production scale of the Cooperative venture company: The annual processing capacity is 2000 tons of aquatic Products.Chapter 5 Total Amount of Investment and the Registered CapitalArticle 8 The total amount of investment of the Cooperative venture company is 600 thousand U.S. dollars.Article 9 The registered capital of the joint venture company is 300 thousand U.S. dollars . (Party A 180 thousand U.S. dollars, accounting for 60% ; Party B 120 thousand U.S. dollars, accounting for 40%.)Article 10 Party A and Party B will contribute the following to the cooperative venture:Party A: cash 180 thousand U.S. dollarsParty B: cash 120 thousand U.S. dollarsThe cash by Party A and Party B shall be for the use of the cooperative venture company within 3 monthes after the approval of the contract.Article 11 In case any party intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party , and approval from the examination and approval authority is required .When one party assigns all or part of his investment, the other party has preemptive right .Chapter 6 Responsibilities of Each Party to the Joint Venture.Article 12 Party A and Party B shall be respectively responsible for the following matters: Responsibilities of Party A:1. Providing cash, in accordance with the provisions of Article 9 and 10.2. Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge of China;3. Processing the application for the right to the use of a site to the authority in charge of the land;4. Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company;5. Assisting the cooperative venture company to process import customs declaration for the machinery ;6. Assisting the cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;7. Assisting the cooperative venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed;8. Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;9. Responsible for handling other matters entrusted by the cooperative venture company.Responsibilities of Party B:1. Providing cash, in accordance with the provisions of Article 9 and 10.2. Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside China, etc.;3. Assisting the cooperative venture company in Training the technical personnel and workers ;4. Responsible for handling other matters entrusted by the cooperative venture company. Chapter 7 Selling of ProductsArticle 13 The products of the joint venture company will be sold both on the Chinese and the overseas marketArticle 14 The sales price of the products is the cost plus the reasonable profit, the cooperative venture company decide itArticle 15 In order to facilitate business, approved by the Chinese authorities, the cooperative venture company can establish branches Chapter 8 The Board of DirectorsArticle 16 The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company. Article 17 The board of directors is composed of 6 directors, of which 3 directors shall be appointed by Party A, 3 directors by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairmans is three years, their term of office may be renewed if continuously appointed by the relevant party. Chairman and Vice-Chairman shall not act as general manager or deputy general manager and other senior management.The directors of the first board of directors are :Chairman (1): # (appointed by the Party A)Vice Chairman (1): # (appointed by the Party B)Director (4): # (appointed by the Party A)# (appointed by the Party A)# (appointed by the Party B)#(appointed by the Party B)Article 18 The highest authority of the cooperative venture company shall be its board of directors . It shall decide all major issues concerning the cooperative venture company. Unanimous approval shall be required for the following decisions concerning major issues: 1. The amendment of the Contract and the Articles of Association 2. The termination or dissolution of the cooperative venture company 3. The increase, reduction or assignment of the registered capital of the Company 4. Merge with other economic organizations As for other matters, approval by majority shall be requiredArticle 19 The chairman of the board is the legal representative of the cooperative venture company. The chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice-chairman to represent the cooperative venture company . Article 20 The board of directors shall convene Twice meetings every year, normally be on June and December .The meeting shall be called and presided over by the chairman of the board. Following the agreement with the Vice Chairman , the chairman may convene an interim meeting . The chairman be unable to call and preside for any reason, the vice-chairman to preside it .Minutes of the meetings shall be placed on file.The Chairman shall give each director notice at least three weeks in advance of each regular Board meeting , specifying the date, the time ,the place，and the proposed draft resolutions of the Board meeting. Chapter 9 The Supervisors and the Supervisory BoardArticle 21 There is 1 Supervisor in the cooperative venture company, The term of the Supervisor is three years, the term may be renewed.The directors and other senior management shall not act as the SupervisorArticle 22 and 23 Duties and Responsibilities of the Supervisor: The relevant provisions about the supervisors in THE COMPANY LAW OF THE PEOPLES REPUBLIC OF CHINA Chapter 10 Business Management OfficeArticle 24 The cooperative venture company shall establish a management office which shall be responsible for its daily management. The management office shall have a general manager, appointed by Party B; a deputy general managers, appointed by Party A. The terms of the general manager and the deputy general managers are 3 years .Article 25 Duties and Responsibilities of the general manager:1. Carry out the Contract, the Articles of Association and the decisions of the board meeting. 2. Appoint the department managers as appropriate to be responsible for the work of their respective departments. ,and record them to the Board. 3. Decide the operational structure4. Report its work to the board regularly 5. Do the decision on the procurement of the raw materials and the spare parts, the product sales and the lending. 6. Do the decision on the sales price of the products. 7. Do the business contact with the important business units, negotiate and sign the documents 8. Preside the daily meetings, carry out the decisions of the meetings 9. Solve the issues with the department managers 10. Under the authority by the Board, attend to the arbitration and the conciliation meetings, or authorize somebody to attend to the arbitration and the conciliation meetings. 11. The final decision on the action of the employee12. Other matters shall be responsible by the general manager Duties and Responsibilities of the deputy general manager:1. Assist the General Manager in the performance of his responsibilities.2. Responsible for the daily management when the General Manager go out3. Participate in the business negotiations as the representative of the cooperative venture company.4. deal with the other issues about its job5. Other tasks shall be responsible by the deputy general managerThe department managers shall report to and work under the supervision and direction of the General Manager and the deputy general manager.Article 26 The general manager and the deputy general manager shall perform their respective duties on full time, shall not hold posts concurrently as general manager or deputy general manager in any other economic entity without Unanimous approval from all directors. In case of graft or serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time. Chapter 11 Purchase of EquipmentArticle 27 In the purchase of the required raw materials, the fuel, the parts, the means of transportation and the articles for office use, etc., the cooperative venture company shall give first priority to purchase in China where the conditions are the same.Article 28 The right of purchase is belong to the Cooperative Venture Company. Purchase equipment on the overseas market, subject to the requirements of Relevant Laws Chapter 12 Labor ManagementArticle 29 Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the cooperative venture company shall be drawn up between the cooperative venture company and the trade union of the cooperative venture company as a whole, or the individual employees in the cooperative venture company as a whole or individual employees in accordance with the law of the Peoples Republic of China on Chinese-Foreign Cooperative Joint Ventures. The labor contracts shall be filed with the local labor management department after being signed.Article 30 The appointment of high-ranking administrative personnel recommended by both parties, their salaries, social insurance, welfare and the standard of travelling expenses etc. shall be decided by the meeting of the board of directors. Chapter 13 Taxes, Finance and AuditArticle 31 The cooperative venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations. Article 32 Staff members and workers of the cooperative venture company shall pay individual income tax according to the Individual Income Tax Law of the Peoples Republic of China.Article 33 Allocations for reserve funds, expansion funds of the cooperative venture company and welfare funds and bonuses for staff and workers shall be set aside in accordance with the provisions of the Joint Venture Law. The annual proportion of allocations shall be decided by the board of directors according to the business situation of the cooperative venture company. The after-tax net profit of the Company (after the deduction of the allocations to the funds mentioned in clause above) shall be distributed to the Parties in proportion to their respective interests in the registered capital.Article 34 The fiscal year of the cooperative venture company shall be from January 1 to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese.Article 35 Financial checking and examination of the cooperative venture company shall be conducted by an auditor registered in China and reports shall be submitted to the board of directors and the general manager. In case Party B considers it necessary to employ a foreign auditor registered in another country to undertake annual financial checking and examination, Party A shall give its consent. All the expenses thereof shall be borne by Party B. Article 36 In the first three months of each fiscal year, the manager shall prepare the previous years 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 Cooperative VentureArticle 37 The duration of the cooperative venture company is 30 years. The establishment date of the joint venture company shall be the date on which the business license of the cooperative venture company is issued.An application for the extension of the duration, proposed by one party and unanimously approved by the other party, six months prior to the expiry date of the joint venture.Chapter 15 The Disposal of Assets after the Expiration of the DurationArticle 38 Upon the date of expiration of the joint venture,liquidation shall be carried out according to the relevant laws. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A and Party B.Chapter 16 InsuranceArticle 39 Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the Peoples Insurance Company of China. Chapter 17 The Amendment, Alteration and Termination of the ContractArticle 40 The amendment of the contract or other appendices shall come into force only after a written agreement has been signed by Party A and Party B and approved by the original examination and approval authority. Article 41 In case of inability to fulfil the contract or to continue operation due to heavy losses in successive years as a result of force majeure, the duration of the cooperative venture and the contract shall be terminated before the time of expiration after being unanimously agreed upon by the board of directors and approved by the original examination and approval authority. Article 42 Should the cooperative venture company be unable to continue its operation or achieve its business purpose due to the fact that one of the contracting parties fails to fulfil the obligations prescribed by the contract and articles of association, or seriously violates the provisions of the contract and articles of association, that party shall be deemed to have unilaterally terminated the contract. The other party 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, and to claim damages. In case Party A and Party B of the cooperative venture company agree to continue the operation, the party who fails to fulfil its obligations shall be liable for the economic losses caused thereby to the joint venture company. Chapter 18 Liability for Breach of ContractArticle 43 Should either Party A or Party B fail to provide on schedule the contributions in accordance with the provisions defined in Chapter 5 of this contract, the party in breach shall pay to the other party 1% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to provide after 3 months, 3% of the contribution shall be paid to the other party, who shall have the right to terminate the contract and to claim damages from the party in breach in accordance with the provisions of Article 42 of the contract. Article 44 Should all or part of the contract and its appendices be unable to be fulfilled owing to the fault of one party, the party in breach shall bear the liability therefor. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation. Chapter 19 Force Majeure Article 45 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 occurrence and consequences are unpreventable and unavoidable, the prevented party shall notify the other party by telegram without any delay, and within 15 days thereafter provide detailed information of the events and a valid document for evidence issued by the relevant public notary organization explaining the reason of its inability to execute or delay the execution of all or part of the contract. Both parties shall, through consultations, decide whether to terminate the contract or to exempt part of the 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 46 The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the Peoples Republic of China. Chapter 21 Settlement of Disputes Article 47 Any disputes arising from the execution of, or in connection with, the contract shall be settled through friendly consultations between both 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 in Beijing for arbitration in accordance with its rules of procedure. The arbitral award is final and binding upon both parties. Article 48 During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute. Chapter 22 Language Article 49 The contract shall be written in Chinese . Chapter 23 Effectiveness of the Contract and MiscellaneousArticle 50 The appendices drawn up in accordance with the principles of this contract are integral parts of this contract.Article 51 The contract and its appendices shall come into forc
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