中外合资企业股东协议中英文对照(标准版).doc

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1、本文格式为word版本可以修改编辑 中外合资企业股东协议中英文对照(标准合同模板)甲 方：*公司或个人 乙 方：*公司或个人 签订日期： *年*月*日 签订地点：*省*市*地 中外合资企业股东协议中英文对照 SHAREHOLDERS AGREEMENT THE AGREEMENT， MADE THIS DAY OF 20_ BY AND BETWEEN *， A CORPORATION DULY ORGANIZED AND E*ISTING UNDER THE LAWS OF ME*ICO AND HAVING ITS PRINCIPAL OFFICE AT_ ME*ICO （HEREINAF

2、TER REFERRED TO AS “*”）， REPRESENTED BY_AND YYY， A CORPORATION DULY ORGANIZED AND E*ISTING UNDER THE LAWS OF_ AND HAVING ITS PRINCIPAL OFFICE AT （HEREINAFTER REFERRED TO AS“Y”）， REPRESENTED BY_. WITNESSETH WHEREAS， * has been established with the purpose _among other things， of investing _ business，

3、 and is now desirous of becoming engaged in the manufacturing and selling Contract business； WHEREAS， Y has for many years been engaged in _， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world； WHEREAS，

4、 Y has e*perience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS. WHEREAS， * and Y are desirous of cooperating with each other in jointly setting-up a new company in Me*ico to manufacture Contract P

5、RODUCTS hereinafter more particularly described； and WHEREAS， * and Y are desirous that said new company will obtain technical assistance from Y for manufacturing such PRODUCTS and Y is willing to furnish such technical assistance to the new company； NOW， THEREFORE in consideration of the premises a

6、nd the mutual covenants herein contained， it is hereby mutually agreed as follows： CLAUSE 1. INCORPORATION OF NEW COMPANY： 1.1 For the purpose of forming a new company to engage in manufacturing and selling the PRODUCTS defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in

7、Me*ico a stock Corporation of variable capital under the Commercial Code of Me*ico， with such corporations Articles of Incorporation to be in the form attached hereto as E*hibit A， which shall be an integral part of this Agreement， such new corporation to be hereinafter referred to as FCAM. The name

8、 of FCAM shall be： subject to the provisions of Articles of Incorporation of FCAM. 1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be， * and its three designees an aggregate of fifty-one percent （51%）， and Y and its three designees， an aggregate of fo

9、rty-nine percent （49% ）， which percentage shall be maintained without change at all times during the term of this Agreement， unless other- wise e*pressly agreed in writing by both parties hereto. In order to conform to the requirements of Me*ican law that a stock corporation shall at all times have

10、at least five （5） shareholders. each of * and Y may appoint three （3） designees， each of whom shall own one （1）， but not more than one （1）， share of FCAM out of their respective shareholdings during the term of this Agreement. * and Y shall at all times be responsible for their respective designees

11、compliance with the provisions of this Agreement and the Articles of INcorporation of FCAM applicable to * and Y so long as any of them or their successors or assigns hold said shares of FCAM， prior to the appointment of them or their successors or assigns hold said shares of FCAM， prior to the appointment of such designees. * and Y shall consult with each other.第5页，共5页