中外合资企业股东协议中英文对照.docx

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 xxx，a corporation duly organized and existing under thelaws of mexico and having its principal office at________ mexico（hereinafterreferred to as “x”），represented by_________and yyy，a corporation duly organized and ex－istingunder the laws of_____________ and having its principal office at（hereinafterreferred to as“y”），repre－sentedby__________.

witnesseth

whereas， xhas been established with the purpose _________among other things，of investing ___________ business，and is now desirous of becoming engaged in themanufacturing and selling contract business；

whereas， yhas for many years been engaged in _______________，among other things，research，development and production of certain contract productsand in the sale of such products in various parts of the world；whereas，y has experience in manufacturing contract products inoverseas countries and is therefore capable of furnishing technicalassistance for manufacturing such products.

whereas， xand y are desirous of cooperating with each other in jointlysetting-up a new company in mexico to manufacture contract productshereinafter more particularly described；and whereas，x and y are desirous that said new company will obtaintechnical assistance from y for manufacturing such products and y iswilling to furnish such technical assistance to the new company；now，therefore in consideration of the premises and themutual 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 inmanufacturing and selling the products defined in 2.1 of clause 2，both parties hereby agree to incorporate jointly inmexico a stock corporation of variable capital under the commercialcode of mexico，with such corporation's articles of incorporation to bein the form attached hereto as exhibit a，which shall be an integral part of this agreement，such new corporation to be hereinafter referred to asfcam.

the name of fcam shall be：subject to the provisions of articles of incorporationof fcam.

1.2 the percentageownership of the respective parties hereto in the capital stock offcam shall be，x and its t ee designees an aggregate of fifty-onepercent （51%），and y and its three designees，an aggregate of forty-nine percent （49%）， whichpercentage shall be maintained without change at all times during theterm of this agreement，unless other- wise expressly agreed in writing by bothparties hereto. in order to conform to the requirements of mexicanlaw that a stock corporation shall at all times have at least five（5）shareholders. each of x 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 shareholdingsduring the term of this agreement. x and y shall at all times beresponsible for their respective designees compliance with theprovisions of this agreement and the articles of incorporation offcam applicable to x and y so long as any of them or their successorsor assigns hold said shares of fcam，prior to the appointment of them or their successors orassigns hold said shares of fcam，prior to the appointment of such designees. x and yshall consult with each other.