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原書のテキスト - 英語 Joint Venture Agreement
This Agreement made and entered into on the first of February , 2014 by and between Toyota Fashion K.K., a Japanese corporation, duly organized and existing under the laws of Japan having its principal office at 3-3 Shibuya 3-chome, Shibuya, Japan(hereinafter referred to as “Toyota”) ,
Chiara Design Co. Ltd., an Italian corporation, duly organized and existing under the laws of Italy having its principal office at 86 Via Barberini, Roma, Italy (hereinafter referred to as ”Chiara”), and
Chang David Machine and Equipment , a Chinese corporation, duly organized and existing under the laws of the People’s Republic of China having its principal office at 25 Xisanhuan Beilu, Haidian District, Beijing, China (hereinafter referred to as “Chang”)
WITNESSETH THAT
WHERAS, the parties hereto wish to join in the formation of a new Chinese joint stock company(hereinafter referred to as “the New Company”) to engage in the manufacture in Chang and sale of certain Women’s clothing products(hereinafter referred to as “the Products”) globally,
WHEREAS, it is intended that each of the parties will transfer cash in payment for its portion of the stock of the New Company, and
WHEREAS, Chang is willing to furnish the New Company with its advice on knowhow, technology, technique relating to sewn products manufacturing, and
WHERAS, Chiara is willing to furnish the New Company with its advice on design of the Products, and
WHEREAS, Japan is willing to furnish the New Company with its advice on the use and distribution of said products,
NOW THERFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
Article 1 Definitions
As used in this Agreement, the following expressions shall have the meanings assigned to them respectively in this Article 1.
a) “the Products” means women’s dress, tops, bottoms and other women’s clothes as the New Company and the parties hereto may from time to time deem appropriate for the manufacture and/or sale by the New Company.
b) “Date of Validation” means the date upon the final Government approval required shall have been issued.
Article 2 Incorporation of New Company
The parties hereto shall, promptly after the Date of Validation organize under the laws of Japan a joint stock company to be known as Ginza Top, Ltd. having an authorized capital consisting of one hundred eighty thousand (180,000) shares with a par value of Ten Thousand Yen(Y 5,000) each.
Article of Incorporation adopted by the New Company shall be substantially in the form of the draft set forth in Appendix 1 attached hereto.
Article 3 Issue and Payment of Stock
The stock of the New Company at the time of incorporation shall be issued as follows:
Shareholder Number of Stock Percentage
Toyota 60,000 33%
Italy 60,000 33%
Chang 60,000 33%
Each of the parties agree to pay for its shares as aforesaid at par value in cash. No additional capital stock of the New Company will be authorized or issued except upon the mutual written agreement of all the shareholders. Shareholders shall have pro rate preemptive rights to subscribe to any additional issues of the New Company’s stock.
Article 4 Transfer of Stock
None of the parties hereto shall sell, transfer or mortgage any of their shares of stock of the New Company without the prior written consent of the other parties except that any party may transfer its shares, or its right to subscribe to new issues, to any of its affiliated companies over which it has control through the direct or indirect ownership of at least fifty percent (50%) of such affiliated company’s voting stock. The provisions of this paragraph shall not be construed as restricting the right of any party to transfer its shares of the New Company stock to a corporation succeeding to all of its assets and obligations in connection with merger, amalgamation or sale of substantially all of its assets. However, no such transfer shall be made unless the transferee agrees to assume all the obligations of the transferor under this Agreement and related agreements.
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