EX-10.4 45 jvcontract.htm EXHIBIT 10.4 Exhibit 10.4

 

GLOBALINK  LTD()

  

  

 

 

320382000201312180134S  

                      

 

GLOBALINK  LTD()

NV20061477007  

 2360 CORPORATE CIRCLE, STE 400, HENDERSON, NV 89074, USA                                       

 INCORP

:  Suite 210, 4751 Garden City Road, Richmond, BC, Canada,  V6X3M7.

:  Robin Young

  

 

 

()Globalink (Jiangsu) Biotech Limited Liability Company.  

 

  

 


 

 

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SINO-FOREIGN JOINT VENTURE CONTRACT

Chapter 1

General Provisions

In accordance with the Law of the People s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the "Joint Venture Law") and other relevant Chinese laws and regulations, China Xuzhou Shizhen Biotech Co Ltd and Globelink Ltd USA, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly invest to set up a joint venture enterprise in Xuzhou Jiangsu of the People s Republic of China.  

Chapter 2

Parties of the Joint Venture  

Article 1  

Parties to this contract are as follows:

China Xuzhou Shizhen Biotech Co Ltd ( hereinafter referred to as Party A), registered legally in China, and its legal address is at Liaohe Road, Pizhou Economics Development Area, Jiangsu, China.  

Legal representative: Li Gang

Globalink Ltd USA (hereinafter referred to as Party B), registered legally in USA. Its legal address is at 2360 Corporate Circle, Suite 400, Henderson, NV 89074-7739 and business address at Suite 210, 4751 Garden City Road, Richmond, BC, Canada,  V6X3M7.

Legal representative:    Robin Young                         

Chapter 3

Establishment of the Joint Venture Company  

Article 2  

In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the joint venture agree to set up a joint venture limited liability company (hereinafter referred to as the joint venture company) in Pizhou City Jiangsu Province of China.

Article 3  

The name of the joint venture company is Globalink (Jiangsu) Biotech Limited Liability Company.  

The name in foreign language is Globalink (Jiangsu) Biotech LLC.  

The legal address of the joint venture company is at Pizhou City of Jiangsu Province.  

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 to the registered capital.  


Chapter 4

The Purpose, Scope and Scale of Production and Business  

Article 6  

The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, 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 products of Ginkgo leaves, Ginkgo Biloba Extracts, Ginkgo Health Food, Medicine; provide maintenance service after the sale of the products; study and develop new products.  

Article 8  

The production scale of the joint venture company is as follows:  

The production capacity of the joint venture is 21400 kgs ginkgo health food series per year, valuing 177 million CNY.  

Chapter 5

Total Amount of Investment and the Registered Capital  

Article 9  

The total amount of investment of the joint venture company is RMB 60 million CNY.  

Article 10  

The registered capital of the joint venture company RMB 60 million CNY.

Article 11  

Party A shall invest with technology, management, scientific research achievements, accounting for 20%.

Party B shall pay CNY 60 million (completed in installments within one year), accounting for 80%.  

Article 12

Capital transfer. In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.  

Article 13

Mortgage and Pledge. Neither party is allowed to do mortgage or pledge unless approved by Board of Directors.

Chapter 6

Responsibilities of Each Party to the Joint Venture  

Article 14  

Party A and Party B 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 of China; Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cash, machinery and equipment and premises ... in accordance with the provisions of Article 11; Assisting Party B to process import customs declaration for the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory; Assisting the joint venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.; Assisting the joint venture company in contacting and settling 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 entry visas, work licenses and handling their travel procedures; Responsible for handling other matters entrusted by the joint venture company.  

Responsibilities of Party B: Providing cash, machinery and equipment, industrial property ... in accordance with the provisions of Article 11, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port; Handling the matters entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside China, etc.; Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the technical personnel and workers of the joint venture company; In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the joint venture company in the light of design capacity within the specified period; Responsible for other matters entrusted by the joint venture company.  


Chapter 7

Transfer of Technology  

Article 15

Both Party A and Party B agree that a technology transfer agreement shall be signed between the joint venture company and Party B (or a third party).


Chapter 8

Products Sales

Article 16  

The products of joint venture company will be sold both on the Chinese and the overseas market, the export portion accounts for 50%, and another 50% for the domestic market.  

Article 17  

Products may be sold on overseas markets through the following channels: The joint venture company may directly sell its products on the international market, accounting for 50%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the sales agencies or exclusive sales agencies, accounting for 50%.


Chapter 9

The Board of Directors  

Article 18

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 19

The board of directors is composed of 5 directors, of which 2 shall be appointed by Party A, 3 by Party B. The chairman of the board shall be appointed by Party B, and its vice-chairman by Party A. The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if continuously appointed by the relevant party.  

Article 20

The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues concerning the joint venture company, as detailed below:

1.

Modify the statute

2.

terminate or dismiss the joint venture

3.

combine with other economy unit

4.

increase registered capital

5.

accept or modify or terminate labor contracts, workers salary policy and welfare plans

6.

decide to share out bonus and enterprise development funds

7.

approve annual financial statements.

Article 21

All resolutions must be passed with majority of board directors.

Article 22

The chairman of the board is the legal representative of the joint venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice- chairman or any other directors to represent the joint venture company temporarily.  

Article 23  

The board of directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairman of the board. The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.  


Chapter 10

Business Management Office  

Article 24

The joint 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 A, and 2 deputy general managers appointed by Party B. The general manager and deputy general managers have 4 years of office term, appointed by the board of directors.  

Article 25

The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the joint venture company. The deputy general managers shall assist the general manager in his work.

Article 26

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 Equipment and materials

Article 27

In its purchase of required raw materials, fuel, parts, means of transportation and articles for office use, etc., the joint venture company shall give first priority to purchase in China where conditions are the same.  

Article 28

In case the joint venture company entrusts Party B to purchase equipment on the overseas market, persons appointed by the Party A shall be invited to take part in the purchasing.


Chapter 13

Labor Management  

Article 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 joint venture company shall be drawn up between the joint venture company and the trade union of the joint venture company as a whole, or the individual employees in the joint venture company as a whole or individual employees in accordance with the Regulations of the People s Republic of China on Labor Management in Joint Ventures Using Chinese and Foreign Investment and its Implementing Rules. The labor contracts shall, after being signed, be filed with the local labor management department.  

Article 30

The labor regulations regarding foreign workers are referred to attachment.


Chapter 13 Trade Union

Article 31 Duty of the trade union:

Protect the democratic rights and material interests

Assist the joint venture to properly use the welfare funds

Mediate disputes between workers and the joint venture

Article 32  Representative of the trade union is authorized to negotiate with management office about workers’ bonus, penalty, unemployment, salary, welfare, labor protection, labor insurance, etc.

Article 33  According to related laws and regulations, the joint venture should pay every month 2% of total salary to the trade union as expenses.


Chapter 14 Taxes, Finance and Audit

Article 34  

The joint venture company shall pay taxes in accordance with the provisions of Chinese laws and other relative regulations.  

Article 35  

Staff members and workers of the joint venture company shall pay individual income tax according to the Individual Income Tax Law of the People s Republic of China.  

Article 36  

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 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 joint venture company.  

Article 37  

The fiscal year of the joint venture company shall be from January 1 to December 31. All vouchers, receipts, statistic statements and reports shall be written in Chinese.  

Article 38  

Financial checking and examination 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 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 39  

In the first three months of each fiscal year, the 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 15  Insurance

Article 40   During operation period, the joint venture should buy related insurance covers from Chinese insurance company. The insurance covers should be decided by the board of directors, and paid by the joint venture.


Chapter 16 Duration of the Joint Venture  

Article 41  

The duration of the joint venture company is 20 years. The establishment date of the joint venture company shall be 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 Trade and Economic Cooperation (or the examination and approval authority entrusted by it) six months prior to the expiry date of the joint venture.  


Chapter 17 The 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 laws. The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Party A and Party B. Chapter 17 Insurance  

Article 44  

Insurance policies of the joint venture company on various kinds of risks shall be underwritten with the People s Republic of China. Types, value and duration of insurance shall be decided by the board of directors in accordance with the provisions of the People s Insurance Company of China. Chapter 18 The Amendment, Alteration and Termination of the Con- tract  

Article 45  

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 being unanimously agreed upon by the board of directors and approved by the original examination and approval authority.  


Chapter 18  Liability for Breach of Contract  

Article 46

should either Party A or Party B fail to pay 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 5% of the contribution starting from the first month after exceeding the time limit. Should the party in breach fail to pay after 3 months, 5% 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 49 of the contract.  

Article 47  

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 therefore. Should it be the fault of both parties, they shall bear their respective liabilities according to the actual situation.  


Chapter 19   Force Majeure  

Article 48

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 49

The formation, validity, interpretation, execution and settlement of disputes in respect of, this contract shall be governed by the relevant laws of the People s Republic of China.  


Chapter 21   Settlement of Disputes  

Article 50  

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 for arbitration in accordance with its rules of procedure.

Article 51

During the arbitration, the contract shall be observed and enforced by both parties except for the matters in dispute.  


Chapter 22  Language  

Article 52

The contract shall be written in Chinese and in English. Both language versions are equally authentic. In the event of any discrepancy between the two aforementioned versions, the Chinese version shall prevail.  


Chapter 23   Effectiveness of the Contract and Miscellaneous  

Article 53

The appendices drawn up in accordance with the principles of this contract are integral parts of this contract, including: the project agreement, the technology transfer agreement, the sales agreement etc.  

Article 54

The contract and its appendices shall come into force commencing from the date of approval of the Ministry of Foreign Trade and Economic Cooperation of the People s Republic of China.  

Article 55

Should notices in connection with any party s rights and obligations be sent by either Party A or Party B by telegram or telex, etc., the written letter notices shall be also required afterwards. The legal addresses of Party A and Party B listed in this contract shall be the posting addresses.  

Article 56

The contract is signed in both in Vancouver, Canada and Pizhou, China by the authorized representatives of both parties, respectively on April 1, 2014 and April 3, 2014.  



For Party A                          For Party B  

(Signature)                          (Signature)  



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