{"id":42329,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/hangzhou-nantian-starcom-communication-equipment-co-ltd-joint.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"hangzhou-nantian-starcom-communication-equipment-co-ltd-joint","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/hangzhou-nantian-starcom-communication-equipment-co-ltd-joint.html","title":{"rendered":"Hangzhou Nantian Starcom Communication Equipment Co. Ltd. Joint Venture Contract &#8211; Zhejiang Nantian Post and Telecommunication Development Group Co. Ltd. and UTStarcom Inc."},"content":{"rendered":"<pre>                    HANGZHOU NANTIAN STARCOM COMMUNICATION\n                              EQUIPMENT CO. LTD.\n\n\n\n                                   CONTRACT\n\n\n\n\n\n\n\nCONTENT\n\n\n1.    Chapter one                       General rules\n\n2.    Chapter two                       Parties of joint venture\n\n3.    Chapter three                     Establishment of the Joint Venture Company\n\n4.    Chapter four                      The purpose, scope and scale of business\n\n5.    Chapter five                      Total investment and the registered capital\n\n6.    Chapter six                       Responsibilities of each party\n\n7.    Chapter seven                     Craft and technology\n\n8.    Chapter eight                     Sales of products\n\n9.    Chapter nine                      Board of Directors\n\n10.   Chapter ten                       Business management office\n\n11.   Chapter eleven                    Labor management\n\n12.   Chapter twelve                    Taxes, finance, audit and foreign currency\n\n13.   Chapter thirteen                  Terms of joint venture\n\n14.   Chapter fourteen                  Handle of assets when the joint venture expires\n\n15.   Chapter fifteen                   Insurance\n\n16.   Chapter sixteen                   Amendment, change and cancellation of contract\n\n17.   Chapter seventeen                 Liabilities for breach of contract\n\n18.   Chapter eighteen                  Force Majeure\n\n19.   Chapter nineteen                  Governing laws and settlement of disputes\n\n20.   Chapter twenty                    Language\n\n21.   Chapter twenty-one                Validity of contract and others\n\n\n                                      10\n\n\n\n\nCHAPTER ONE: GENERAL RULES\n\nIn accordance with the Laws of the People's Republic of China on Joint Ventures\nUsing Chinese and Foreign Investment and other relevant laws and implemented\nregulations, Zhejiang Nantian Post and Telecommunication Development Group Co.\nLtd. and UT Starcom Inc. of USA enter into agreement to invest jointly in\nHangzhou(China), set up joint venture company and formulate this contract on the\nbasis of the principle of equality and mutual benefit. The contract is amended\nin Hangzhou in the year 1997.\n\nCHAPTER TWO: PARTIES OF JOINT VENTURE\n\nARTICLE 1:     The parties of the contract:\n\n1.   Zhejiang Nantian Post and Telecommunication Development Co. Ltd.\n     (hereinafter referred to as Party A) has registered to the Administration\n     of Industry and Commerce of Zhejiang Province, China. \n         Legal residence: 118 Mo ganshan Street, Hangzhou, Zhejiang Province, \n         China. Post code: 310005.\n         Legal representative: Rong Ming-Bao.   Position: Chair of Board. \n         Nationality: China.\n\n2.   UT Starcom Inc. of USA (hereinafter referred to as Party B) has registered\n     in the United States. Legal residence: Suite 100 Alameda, Harbor Bay Park,\n     CA 94502, USA. Legal representative: Ying-Wu. Position: Director\n     Nationality: LISA.\n\nCHAPTER THREE: ESTABLISHMENT OF THE JOINT VENTURE COMPANY\n\nARTICLE 2:     In accordance with the Laws of the People's Republic of China on\n               Joint Ventures Using Chinese and Foreign Investment, Party A and\n               Party B enter into agreement to set up a joint venture company of\n               Hangzhou Nantian Starcom Communication Equipment Co. Ltd. in the\n               territory of PRC.\n\n\n                                      11\n\n\n\nARTICLE 3:     The full name of the company: Hangzhou Nantian Starcom\n               communication Equipment Co. Ltd (hereinafter referred to as the\n               Joint Venture Company). The legal residence of the Joint Venture\n               Company: 70 Tian Mushan Street, Hangzhou, Zhejiang Province. Post\n               code: 310013.\n\nARTICLE 4:     All activities of the Joint Venture company shall observe the\n               laws, decrees and relevant regulations of the People's Republic\n               of China.\n\nARTICLE 5:     The Joint Venture Company is a limited liability company. Party A\n               and Party B shall undertake the debts liability of the Joint\n               Venture company in proportion to their contribution to the\n               registered company. Each party shares profits, risks and deficits\n               in proportion to its contribution to the registered capital.\n\nCHAPTER FOUR: BUSINESS PURPOSE, SCOPE AND SCALE\n\nARTICLE 6:     The purpose of the Joint Venture Company: According to the\n               purpose or strengthen economic cooperation and technology\n               exchange, the Joint Venture Company will adopt advanced\n               international technologies and scientific management experiences\n               to enhance the technology and quality level of the products of\n               the Joint Venture Company, and will introduce and develop new\n               products that are competitive in the international market in\n               quality, price and service, etc. to achieve more economic\n               profits.\n\nARTICLE 7:     The business scope of the Joint Venture: Designs, develops,\n               assembles, installs telecommunication network systems, provides\n               maintenance and technical services for its own products, and\n               provides system integrating of telecommunication network, and\n               undertake eight telecommunication systems every year.\n\nCHAPTER FIVE: TOTAL INVESTMENT AND THE REGISTERED CAPITAL\n\nARTICLE 8:     The total investment of the Joint Venture Company is [*].\n\nARTICLE 9:     The contribution of Party A and Party B is altogether [*] and \n               it is used as the registered capital of the Joint Venture \n               Company. The contribution of Party A is RMB equal to [*] ( the \n               conversion rate of RMB and US dollar shall be determined on \n               the basis of the exchange quotation published by the National \n               Foreign Currency Administration Bureau of\n\n[*] =  CERTAIN INFORMATION IS THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \n TO THE OMITTED PORTIONS.\n\n                                      12\n\n\n               PRC for the date of concern), accounting for 35% of the \n               registered capital; Party B contributes [*], accounting for \n               65% of the registered capital.\n\nARTICLE 10:    Party A and Party B shall pay the contribution in the following\n               way:\n\n               Party A: pays in RMB equals to [*] (the conversion rate of RMB \n               and US dollar shall be determined on the basis of the exchange \n               quotation published by the State Administration Bureau of the \n               PRC for the date of concern); Party B: spot exchange [*].\n\nARTICLE 11:    The registered capital of the Joint Venture Company shall be paid\n               off in one time within two month from the date when the business\n               license is signed and issued according to the proportion of\n               contribution of Party A and Party B.\n\nARTICLE 12:    In case one party from Party A and Party B transfers all or part\n               of its contributed capital to a third party besides Party A and\n               Party B, it shall be agreed by the other party and shall be\n               submitted to examination and approval authority for approval.\n\nCHAPTER SIX: THE RESPONSIBILITIES OF EACH PARTY\n\nARTICLE 13:    Party A and Party, B shall fulfill the following duties: \n\n               The duties of Party A:\n\n               l.   Applying for the approval of the relevant Chinese\n                    Authorities concerned to register the establishment of the\n                    Joint Venture Company and receive the business license;\n\n               2.   Providing contributed capital according to the regulations\n                    in Chapter Five; \n\n               3.   Handling the procedures of renting the places for handling \n                    official business and places for manufacturing;\n\n               4.   Assisting the Joint Venture Company in choosing and\n                    purchasing advanced foreign equipment for test and\n                    production, assemble parts of SKD, raw materials, means of\n                    transportation and articles used in office;\n\n               5.   Assisting the Joint Venture Company in employing local\n                    Chinese operation, management, technology and other staff\n                    and workers;\n\n               6.   Providing information of supply and demand of the domestic\n                    communication market and actively opening up the market;\n\n               7.   Handling other matters appointed by the Joint Venture\n                    Company. \n\n               The duties of Party B:\n\n               1.   Providing the contributed capital according to Chapter Five;\n\n               2.   Assisting the Joint Venture Company in choosing and\n                    purchasing advanced foreign equipment for test and\n                    production, assemble parts of SKD, raw materials, means or\n                    transportation and articles used in office;\n\n[*] =  CERTAIN INFORMATION IS THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \n TO THE OMITTED PORTIONS.\n\n                                      13\n\n\n\n               3.   Providing free technological material of communication\n                    products for the Joint Venture Company, training technical,\n                    management and manipulating staff;\n\n               4.   Actively opening up external sales channels, achieving\n                    balance of foreign currency and economic profits;\n\n               5.   Providing information of supply and demand of communication\n                    equipment and technology in international market, and\n                    opening up the international market;\n\n               6.   Providing the Joint Venture Company with advanced\n                    communication products and assemble parts of SKD, and\n                    ascertaining the preference and timely delivery for the\n                    whole set of wireless communication access network equipment\n                    ordered by the Joint Venture Company;\n\n               7.   Handling other matters appointed by the Joint Venture\n                    Company.\n\nCHAPTER SEVEN: CRAFT AND TECHNOLOGY\n\nARTICLE 14:    Party B must provide craft, technical service, test, design,\n               quality standard and training staff for the Joint Venture Company\n               to make the products reach the advanced international and\n               domestic level.\n\nCHAPTER EIGHT: SALES OF PRODUCTS\n\nARTICLE 15:    The products of the Joint Venture Company shall be sold to \n               markets [*]. In order to sell the products in [*] and \n               conducting repair services after sale, the Joint Venture \n               Company has get the permission of relevant authorities to set \n               up branches the sale, maintenance and repair services [*].\n\nCHAPTER NINE: BOARD OF DIRECTORS\n\nARTICLE 16:    The Board of Directors is set up from the date when the Joint\n               Venture Company registered. \n\nARTICLE 17:    The Board of Directors consists of seven Directors, three from \n               Party A and four from Party B, including one Chair, one Vice \n               Chair and one Finance Supervisor. The Finance Supervisor will \n               attend the Board meetings as a nonvoting delegate. Chair, Vice \n               Chair, other Directors and Finance Supervisor shall hold the \n               office for a period of four years and may be reappointed \n               consecutively.\n\n[*] =  CERTAIN INFORMATION IS THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY\nWITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT \nTO THE OMITTED PORTIONS.\n\n                                      14\n\n\n\nARTICLE 18:    The Board of Directors shall be the highest authority of the\n               Joint Venture Company, deciding all important matters of the\n               Joint Venture Company. The following matters shall be decided\n               with the unanimous approval or the Directors who participate in\n               the Board meetings:\n\n               1.   Amendment of the article of association of the Joint Venture\n                    Company;\n\n               2.   Termination, dismissal of the Joint Venture Company and\n                    prolonging of the joint venture time limits;\n\n               3.   Increases and transfers of the registered capital of the\n                    Joint Venture Company;\n\n               4.   Merges or the Joint Venture Company with other economic\n                    organizations. \n\n               Other matters shall be decided with the majority's approval of\n               the Directors (including one from Party A) who attend the Board\n               meetings.\n\nARTICLE 19:  The Chair is the legal representative of the Joint Venture \nCompany. When the Chair is unable to fulfill his or her duties, he or she may \nappoint the Vice Chair or other Directors to take his place.\n\nARTICLE 20:  The Board meetings shall be held at least once in a year. All \nDirectors shall be informed fifteen days before the meetings. The Chair shall \npreside the Board meetings, and may convene a special meeting suggested by \none-third of the Directors. The file meetings shall be kept.\n\nCHAPTER TWENTY-ONE: BUSINESS MANAGEMENT OFFICE\n\nARTICLE 21:  The Joint Venture Company shall set up a business management \noffice, being responsible for the routine operation and management of the \nJoint Venture Company. The organization structure includes one General Manger \nand one Standing Deputy Manager who are appointed by the Board of Directors \nand shall hold the office for a period of four years.\n\nARTICLE 22:  The duty of the General Manager is to execute the resolutions of \nthe board of Directors and the Standing Deputy Manager shall assist the \nGeneral Manager.\n\nARTICLE 23:  In cases of graft, serious violation of the rules and \nregulations or grave neglect on the part of the General Manager and the \nStanding Deputy Manager, they shall be dismissed by the Board of Directors at \nany time.\n\nCHAPTER ELEVEN: LABOR MANAGEMENT\n\nARTICLE 24:  After the consideration of the Board of Directors, the \nrecruitment, employment, dismissal, wages, labor, insurance, welfare, awards \nand penalties of the staff and workers shall be stipulated in detail in the \nlabor contracts made between the Joint Venture Company, the labor union and \nthe staff and workers, in accordance with the Administration Regulations on \nLabors of Foreign Investment Enterprises and relevant Chinese regulations.\n\n                                      15\n\n\nARTICLE 25:  The appointment, wages, insurance, welfare, and the expense \nstandard of business trip of high-ranking management staff nominated by Party \nA and Party B shall be decided by the Board meetings.\n\nCHAPTER TWELVE: TAXES, FINANCE, AUDITS AND FOREIGN CURRENCY\n\nARTICLE 26:  The Joint Venture Company and its staff and workers shall pay \ntaxes according to the relevant Chinese laws and regulations.\n\nARTICLE 27:  The Joint Venture Company shall draw funds according to the \nrelevant laws of the PRC. The proportion of drawing shall be decided by the \nBoard of Directors on the basis of the operation status of the Joint Venture \nCompany.\n\nARTICLE 28:  The fiscal year of the Joint Venture Company is from the first \nof January to the twenty-first of December. All vouchers, certificates, \naccount books and reports shall be prepared in Chinese.\n\nARTICLE 29:  The Joint Venture Company shall invite accountants registered in \nChina to examine and check the finance and submit the result to the Board of \nDirectors and the General Manager. In case Party A and Party B need to invite \nother accountants or auditors to examine the annual finance, the Joint \nVenture Company shall give them the approval. The expenses shall be paid by \nthe party who invites the accountants or auditors.\n\nARTICLE 30:  The General Manager shall prepare the balance sheets, the \nstatements of loss and profit and the profit allocation plans within the \nfirst three months of every fiscal year and submit them to the Board of \nDirectors for approval.\n\nARTICLE 31:  All the foreign currency matters of the Joint Venture Company \nshall be handled in accordance with the Regulations of the People's Republic \nof China on Foreign Currency Administration and stipulations. In case the \nincome and expenses of foreign currency is imbalance, Party A and Party B \nshall allocate profits in RMB.\n\nCHAPTER THIRTEEN: TERM OF JOINT VENTURE\n\nARTICLE 32:  The Joint Venture Company's term is 20 years, counted from the \ndate on which the business license is signed and issued. After one party's \nnomination and the unanimous approval of the Board of Directors, the \napplication for prolonging the joint venture time limits shall be submitted \nto the examination and approval authority in writing within six months before \nthe end of the time limits.\n\nCHAPTER FOURTEEN: HANDLE OF ASSETS WHEN JOINT VENTURE EXPIRES\n\n                                       16\n\n\nARTICLE 33:  When the joint venture expires or is terminated, the Joint \nVenture Company shall conduct liquidation in accordance with the laws. After \nthe income tax of the part of properties after liquidation (which exceeds the \namount of actually-paid contribution) is paid, the properties shall be \nallocated in proportion to the contributed capital of Party A and Party B.\n\nCHAPTER FIFTEEN: INSURANCE\n\nARTICLE 34:  The insurance of the Joint Venture Company shall be covered with \nthe insurance organizations in Chinese territory. The coverage, insured value \nand insured terms shall be decided by the Board of Directors according to the \nstipulations of the insurance organizations in Chinese territory.\n\nCHAPTER SIXTEEN: THE AMENDMENT, CHANGE AND CANCELLATION OF THE CONTRACT\n\nARTICLE 35:  The amendment of the contract and its supplements shall require \nwritten agreement signed by Party A and Party B, and shall be submitted to \nthe original examination and approval authority for approval to become \neffective.\n\nARTICLE 36:  Owing to the failure to carry out the contract due to Force \nMajeure, or to continue operation due to the constant deficits of the Joint \nVenture Company, the termination of joint venture before its time limits or \nthe cancellation of the contract shall be unanimously approved by the Board \nof Directors and shall be submitted to the examination and approval authority \nfor approval.\n\nARTICLE 37:  The failure of operating the Joint Venture Company or achieving \nthe business purpose stipulated by the contract due to one party's not \nfulfilling its obligations stipulated by the contract and the articles of \nassociation or seriously violating the contract and the articles of \nassociation shall be considered as unilaterally germinating the contract of \nthe delinquent party. The observant party shall have rights to claim to the \ndelinquent party and to terminate the Joint Venture Company with the approval \nof the examination and approval authority according to the stipulations of \nthe contract. In case both parties agree to continue operation, the \ndelinquent party shall compensate the economic losses of the Joint Venture \nCompany.\n\nCHAPTER SEVENTEEN: LIABILITIES FOR BREACH OF CONTRACT\n\nARTICLE 38:  In case any of the two parties doesn't pay off the contributed \ncapital oil time according to the stipulations in Chapter Five of the \ncontract, the delinquent party shall pay 1% of its contributed capital a \nmonth as penalty for to the observant party from the first month of exceeding \nthe time limits. In case the\n\n                                      17\n\n\n\ndelinquent party doesn't pay three months after the time limits, besides \nrequiring it pay off the penalty fee which adds up to 3% of the contribution, \nthe observant party shall have rights to apply for approval to terminate the \ncontract and ask the delinquent party to compensate its losses.\n\nCHAPTER EIGHTEEN: FORCE MAJEURE\n\nARTICLE 39:  Due to earthquake, typhoon, flood, acts of war and other \nunpredictable and unavoidable Force Majeure accidents which directly \ninfluence the fulfillment of the contract according to the agreed conditions, \nthe party which suffers from the above mentioned Force Majeure accidents \nshall inform the other party of the situation by telegram or facsimile, and \nprovide detailed report of the accident and valid certificates stating the \nreasons for not fulfilling part or all of the contract or prolonging to \nfulfill it within fifteen days. The certificates shall be presented by the \nlocal notary organizations where the accident happens. Two parties shall \nnegotiate and decide whether to cancel the contract, or to relieve part of \nthe liabilities to fulfill the contract, or to prolong the fulfillment of the \ncontract according to the degree of the influence of the accident on the \nfulfillment of the contract.\n\nCHAPTER NINETEEN: GOVERNING LAWS AND THE SETTLEMENT OF DISPUTES\n\nARTICLE 40:  The stipulation, effectiveness, explanation, fulfillment and \nsettlement of disputes shall all de governed by the laws of the People's \nRepublic of China.\n\nARTICLE 41:  All disputes caused by the fulfillment of the contract or \nrelated to the contract shall be settled through friendly negotiation. In \ncase the dispute cannot be resolved through negotiation, it shall be \nsubmitted to China Foreign Economic and Trade Arbitration Commission for \narbitration in accordance with its rules of procedures. The arbitral award is \nfinal and binding upon both parties.\n\nCHAPTER TWENTY: CONTRACTUAL LANGUAGE\n\nARTICLE 42:  This contract shall be made in Chinese.\n\nCHAPTER TWENTY-ONE: EFFECTIVENESS OF THE CONTRACT AND OTHERS\n\nARTICLE 43:  The articles of association of the Joint Venture Company \nstipulated according to the principals of the contract shall be regarded as \npart of the contract.\n\n \n                                       18\n\n\n\nARTICLE 44:  This contract is subjected to the approval of the Ministry of \nForeign Trade and Economic Cooperation of the People's Republic of China or \nthe examination and approval authority it appointed, and shall enter into \neffect upon the date of approval.\n\nARTICLE 45:  The way of the two parties to dispatch a notice, such as by \ntelegram or by facsimile, which is related to the rights and obligations of \neach party, shall be followed with a letter to inform the other party. The \nlegal residences listed in the contract are the addresses of Party A and \nParty B.\n\nARTICLE 46:  This contract is signed by representatives appointed by Party\nA and Party B in Hangzhou, China.\n\nARTICLE 47:  This contract is made into six copies, two of them shall be \nsubmitted to the authorities concerned and each party keeps two copies.\n\nARTICLE 48:  The matters which are not discussed in the contract shall be \nhandled according to the Cooperation Law of the People's Republic of China.\n\nParty A: Zhejiang Nantian Post and              Party B: UT Starcom Inc. of USA\n         Telecommunication\n         Development Group Co. Ltd.\n\n         Representative:                        Representative: (Signature)\n         (Signature)\n                                                September 12, 1997\n\n                                    19\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9613,9617],"class_list":["post-42329","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42329","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42329"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42329"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42329"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42329"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}