TRIO-TECH (SIP) CO. LTD.
SUZHOU ANCHUANG TECHNOLOGY MANAGEMENT LLP
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the ‘’Agreement’’) is made the __1st _ day of _December 2021_ BETWEEN (Trio-Tech (SIP) Co. Ltd.) (Unified Social Credit Code: 91320594752020936D) having its registered office at No.5 Xing Han Street Block A #04-15/16, Suzhou Industrial Park, China 215021 (hereinafter called “(Party A)”) AND (Suzhou Anchuang Technology Management LLP.) (Unified Social Credit Code: 91320594MA26Q8PA0E) having its registered office at Keying Road 2# Sino-Sin Shentai Dasha 515#__ (hereinafter called “(Party B)”).
本合资协议（"本协议"）系由裕达科技（苏州工业园区）有限公司（统一社会信用代码：91320594752020936D），一家注册于中国苏州工业园区星汉街5号A#04-15/16（邮编215021）的外商独资新加坡企业（以下简称甲方），和苏州安创技术管理合伙企业（有限合伙）（统一社会信用代码：91320594MA26Q8PA0E），一家注册于中国苏州工业园区科营路2号中新生态大厦515室的有限合伙企业（以下简称乙方），于 2021 年12月 1日签订。
Both parties wish to enter into an association of mutual benefit and agree to set up a joint venture enterprise.
This Agreement sets out the terms and conditions governing this association.
(a) Trio-Tech Jiangsu Co. Ltd., a company incorporated in Suzhou, China and having its registered address at Room 102, Zone B, Building 3, 99 West Suhong Road, Suzhou Industrial Park, China 215021 (hereinafter referred to as “(JV Co.)”) will be established.
裕达科技（江苏）有限公司（以下简称 “合资企业”），将作为本次设立的合资企业名称，并在中国苏州工业园区苏虹西路99号第3幢B区102室, 邮编 215021。
(b) Trio-Tech (Suzhou) Co. Ltd will hold shareholding of 51% and Suzhou Anchuang Technology Management LLP will hold 49% of Trio-Tech Jiangsu Co. Ltd..
(c) Party A and B (hereinafter called “the Parties”) are desirous that a joint venture be undertaken for carrying on in Suzhou, China the business of providing sub-contract services in the semiconductor and/or other related services in the electronics industry and are entering into this agreement to bind themselves.
甲方和乙方（以下简称" 缔约方"）希望在中国苏州合资经营 在电子行业提供半导体和/或其他相关服务的分包服务， 并订立本协议，以资共同遵守。
(d) The duration of this Venture (the ‘’Term’’) will begin on Dec-15th,2021. This agreement shall be of indefinite term or period subject to termination by the parties hereto by mutual consent or by any of the parties hereto being wound up.
NOW THEREFORE in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:-
The parties hereby agree that in the event of any conflict between the joint-venture agreement and Articles of Association of Trio-Tech Jiangsu Co. Ltd. the Articles of Association shall prevail and if there is no provision in the articles of association, the terms of this agreement shall prevail.
1. Business Management业务管理
1.1 Party A will direct and manage Trio-Tech Jiangsu Co. Ltd
1.2 Trio-Tech Jiangsu Co. Ltd. shall pay to an annual Management Fee amounting to 6% of Trio-Tech Jiangsu Co. Ltd.’s annual revenue; of which 3% will be paid to Party A and 3% will be paid to Party B. The Management Fee will be reviewed on an annual basis and capped at a maximum of 10% of Trio-Tech Jiangsu Co. Ltd.’s annual revenue, subject to assessment of Trio-Tech Jiangsu Co. Ltd.’s financial performance.
1.3 In view of the fact that Trio-Tech (Suzhou) Co. Ltd had purchased the assets required for the business on behalf of Trio-Tech Jiangsu Co. Ltd, both parties agree that Trio-Tech (Suzhou) Co. Ltd may use these purchased assets as all or part of their capital contribution in Trio-Tech Jiangsu Co. Ltd at Net Book Value, and all taxes that may arise during the transfer of the related assets will be borne by Trio-Tech Jiangsu Co. Ltd.
2. Sale and Transfer of Shares股份的出售与转让
2.1 In the event that any of the parties hereto wishes to transfer its shares, it shall give notice in writing to the other shareholders stating the number of shares which it desires to transfer. Such shares shall first be offered to the other parties in proportion to their shareholdings in Trio-Tech Jiangsu Co. Ltd.. Such shares shall be offered at a specified price (as hereinafter defined) and if such offers shall not have been accepted within sixty (60) days, such offer shall be deemed to have been refused and such shares may be sold at a price not less than the specified price to any other party acceptable to the parties hereto.
2.2 The specified price at which a party shall offer its shares for sale shall be calculated at ten (10) times Price Earnings (PE) or Trio-Tech Jiangsu Co. Ltd.’s Net Worth; whichever is higher, at the period of sale.
2.3 Where the shares are sold to a purchaser who is not a party to this agreement it shall be a condition precedent to such sale that such purchaser shall agree in writing to be bound by the terms of this agreement as if he were an original party.
2.4 The foregoing clauses shall apply to disposal by a party of all or part of its shares.
2.5 None of the parties hereto including all other transferees of shares in Trio-Tech Jiangsu Co. Ltd. shall pledge mortgage or encumber its shares in Trio-Tech Jiangsu Co. Ltd. without the consent in writing of the other shareholders.
3. Board of Directors董事会
3.1 The Board shall consist of SIX (6) Directors.
3.2 The SIX (6) Directors of the Board shall be nominated by Party A as to three (3) of them, one of which, will be appointed Chairman of the Board and Party B as to the other three (3).
3.3 A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. Directors can take part in a Board meeting or Board committee meeting via physical attendance or by way of a:-
video conference of conference telephone or similar equipment designed to allow everybody to take part throughout the meeting; or
series of video conferences or telephone calls from the Chairman of the meeting.
Taking part in this way will be treated as being present at the meeting and will be counted in a quorum. A meeting which takes place by a series of video conferences or telephone calls from the Chairman will be treated as taking place where the largest group of the participants is or, if there is no such group, where the Chairman is.
3.4 A resolution in writing signed by a majority (more than 1/2 of the total number of Directors) of the Directors for the time being, shall be as valid and effectual as if it had been passed by a meeting of Directors duly convened and held.
3.5 In the event of a deadlock situation; 3 votes vs 3 votes, the Chairman of the Board will have an additional voting right.
4. Survival of Rights, Duties and Obligations 权利、义务与责任
Termination of this agreement for any cause shall not release any party from any liability which at the time of termination has already accrued to the other parties hereto, or which may thereafter accrue in respect of any act or omission prior to such termination.
5. Invalidity 无效
The validity or unenforceability of any term or provision of this agreement shall not effect the validity or enforceability of the remaining terms and provisions which shall remain in full force and effect unless such invalidity or enforceability dies substantially nullify the underlying intent of, or where the invalid or unenforceable provisions comprise an integral part of or are otherwise inseparable from the remainder of this agreement. Any ensuing gap shall be filled by a provision consistent with the purpose and intention if this agreement.
6. Non-waiver 非豁免
No failure or delay on the part of any party hereto in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right or power preclude any other or further exercise thereof or the exercise of any other right or power herein.
7. Amendments 修改
Addendum modifications or alterations to this Agreement shall be valid and binding only when expressed in writing and executed with the same formality as this Agreement.
8. Heading 标题
The headings to paragraphs of this agreement are to facilitate reference only and do not form a part of this agreement and shall not in any way effect the interpretation hereof.
BOTH PARTIES acknowledge that the information and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose nor disseminate any relevant confidential information to any third parties, except for the information that: (a) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (b) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
10. Force Majeure不可抗力
The terms and conditions of this agreement shall be suspended if either party is caused to suspend fulfillment of this obligation by Act of God, civil commissions, riots, legal moratorium, war, revolution, action by Government and/or any other circumstance(s) beyond the control of either parties, preventing the execution and/or obligations stated in this Agreement, and shall remain suspended until such circumstance(s) shall have ceased.
11. Assignment 转让
This agreement and all rights and obligations hereunder are personal as to the parties hereto and none of the parties hereto shall assign or attempt to assign any such rights or obligations to any outside party without the prior written consent of the other parties hereto such consent not to be unreasonably withheld. Each and every assignee shall be require by the party hereto who is the assignor to execute this agreement or other appropriate instrument so that such a party shall be bound by the provisions hereof as if such party had been a party to this agreement throughout.
12. Agreement Not To Constitute a Partnership本协议不构成合伙关系
None of the provisions of this agreement shall be deemed to constitute a partnership between the parties hereto and neither party shall have any authority to bind nor shall be deemed to be the agent of the other in any way.
Each party shall bear their respective legal fees and other incidental costs, stamp duties on the agreement, share transfers in the preparation execution stamping of this agreement and the share transfers herein provided. The legal costs of and incidental to the preparation of the application and obtaining of the approval from local government authorities shall be borne by Trio-Tech Jiangsu Co. Ltd..
14. Arbitration 仲裁
If any dispute arises between both parties during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate (“Dispute”), the disputing Party hereto shall endeavour to settle such Dispute amicably. Parties have agreed that the Chinese and English version of the Agreement shall be used during such Dispute settlement. The attempt to bring about an amicable settlement shall be considered to have failed if not resolved within sixty (60) days from the date of notice of the Dispute. Upon such failure of settlement, Parties may then only bring the issue of Dispute before the China International Economic and Trade Arbitration Commission (CIETAC) in Shanghai in accordance with its rules and regulations (the “CIETAC Rules”) as at present in force except as otherwise provided in this Section. The arbitration tribunal shall be comprised by three (3) arbitrators. Each Party shall nominate one arbitrator within thirty (30) days after the date of the notice of arbitration sent by one Party to the other Party, for confirmation by the competent authority under the CIETAC Rules (the "Appointing Authority"). Both arbitrators shall agree on the third arbitrator within thirty (30) days. Should either Party fail to appoint an arbitrator or should the two arbitrators fail, within the above time-limit, to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Appointing Authority. If there are two or more respondents, any nomination of an arbitrator by or on behalf of such respondents must be by joint agreement between them. If such respondents fail within the time-limit fixed by the Appointing Authority to agree on such joint nomination, the proceedings against each of them must be separated. Any arbitrator appointed to resolve a Dispute shall be fluent in both the English and Chinese languages. All proceedings and documentation with respect to the arbitration of any Dispute shall be conducted in the Chinese language. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration award. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to fulfil their respective obligations and shall be entitled to exercise their right under this Agreement. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief to the extent possible from any court of competent jurisdiction.
15. Governing Law政府法律法规
This Agreement is governed by the laws of the People’s Republic of China in every particular including formation and interpretation and shall be deemed to have been made in China.
16. Notices 通知
All notices required or permitted to be given hereunder shall be in writing and may be dispatched by registered air mail or inland mail as the case may be with postage prepaid, or by electronic means of any party hereto, addressed to the party hereto to which notice is being given at the address of such party first above written. Where the notice is given by electronic means, service of the notice is treated as effected properly by sending or supplying it to an address specified for the purpose by the Member generally or specifically. Any party hereto may change its address for the purpose of this Clause by a notice given to the other parties hereto in the manner set forth above. Any notice dispatched in conformity with this Clause shall be deemed to have been given thirty (30) days after the mailing thereof.
17. Good Faith 诚信
The parties hereto and each of them bind themselves to take all necessary actions directly or indirectly to implement the provisions of this agreement in all respects in accordance with the spirit and the intent upon which the parties hereto undertake the business herein contemplated and each of the parties undertakes and agrees to exercise its voting rights for the time being which lie within its power to ensure that Trio-Tech Jiangsu Co. Ltd. performs and observes all the provisions of this agreement.
18. Matters Not Specifically Provided 未尽事宜
Any matters which are not specifically provided for in this agreement shall be settled by mutual agreement of the parties hereto based on the spirit of mutual understanding and co-operation and at all times the parties hereto each covenant to act in good faith.
19. Assigns, Successors-in-title Bound 指派、继任者约束
This agreement is expressed to be binding on the heirs, personal representatives, assigns, and successors-in-title of the respective parties hereto.
IN WITNESS WHEREOF the parties have caused this agreement to be executed by their duly authorised representatives as at the date first set forth above.
|The Company Stamp of Party A||)|
|affixed in the||)|
|presence of :-||)|
|DIRECTORS 容兆辉, 陈学民, 林慧宝|
|The Company Stamp of Party B||)|
|affixed in the||)|
|presence of :-||)|
|DIRECTORS 刘小慧，徐芳红，苏荣||LEGAL REPRESENTATIVE|