Jiangsu Shunda Semiconductor Development Co., Ltd. Solar Enertech Corp. Joint Venture Agreement
Jiangsu Xxxxxx Semiconductor Development Co., Ltd.
Joint
Venture Agreement
Party A: Jiangsu Xxxxxx Semiconductor
Development Co., Ltd.
Party
B: Solar Enertech Corp.
Since the
end of 2008 the world PV industry has gone through great changes
and developments, and the U.S. market has shown tremendous potential
by the policies of the Obama administration. Based on this marketplace situation
and on the Strategic Alliance
Framework Agreement signed by both Parties on Feb 26, 2009, after further
discussion and negotiation, an agreement has been reached by both Parties to
establish a Joint Venture company in the United States to break into and develop
the U.S. market.
|
1)
|
Based
on its strategic needs, both Parties have decided to establish a Joint
Venture Company in the United States in the 2nd
quarter of 2009. The company is to be called Xxxxxx-SolarE Technologies,
Inc. and the internet
domain name is xxx.Xxxxxx-XxxxxX.xxx.
|
|
2)
|
The
Joint Venture Company’s goal is to open the U.S. market by utilizing Party
A’s leadership and strength in the PV industry and Party’s resources in
the US capital market as well as the leadership at the technology front.
The JV company is to grasp significant market share in the US and for the
largest possible investment return, aims to get IPO in three
years.
|
|
3)
|
Party
A will own 55% of the JV Company, Party B will own 35%, and the management
team will own 10%.
|
|
4)
|
Mr.
Ni, President of Jiangsu Xxxxxx will be the JV’s Chairman of the Board,
Mr. Xxx Xxxxx, CEO of the Solar Enertech Corp., will be the Board’s Vice
Chair. The board will be consisted of five seats: three seats from Party
A, and two sears from Party B. A CEO will be appointed by the Board. The
JV company’s by-law will be approved by the first board
meeting.
|
|
5)
|
Party
A will be responsible for the JV Company’s Chinese domestic preparing work
. Party A will actively cooperate with Party B to facilitate all necessary
provincial and central governments’ procedures of establishing an oversea
company, and to ensure all the procedures legitimate, communicate actively
and effectively with government organs ,and make arrangements for the US
salesteam to come to Yangzhou for their training,
etc.
|
|
6)
|
Party
B will be responsible for the work of preparing phase of the JV company in
the US, including but not limited to all procedures of the company’s legal
registration, searching for appropriate office and warehouse location,
obtaining federal tax ID number, openning local operating bank account,
assembling management team and recruiting sales team, organizing a
socially influential advisory committee, and carrying out promotional and
PR work for the JV company.
|
|
7)
|
Party
B will advance the expenditures generated by the JV company. The
expenditures include but not limited to office and warehouse rentals,
office renovation and decoration, fees of registrations, legal fees,
salary or wages, office equipment, design of website and company brochure,
printing , and all types of taxes,
etc.
|
|
8)
|
Both
parties agree, within a reasonable time to determine the method, amount
and date of capital injection into the JV company their respective
investment into the JV’s operating
account.
|
|
9)
|
The
JV company’s establishment, preparation and operation will be carried out
simultaneously with the execution of legal documents and with China’s
domestic procedures of setting up an offshore company. It is decided that
the 1st
board meeting will be held in Sept 2009 at the company US
office.
|
|
10)
|
Due
to the imminent marketplace demand, Party B has already generated sales
for a Hawaii PPA(Power Purchasing Agreement) project. In order to ensure
this US market break-in project successful, Party A hereby guarantees
sufficient inventory, timely cargo shippment, and smooth clearance of US
customs at San Francisco port.
|
|
11)
|
Party
B will be responsible for the Xxxxxx-SolarE trademark registration in the
US, upon completion of the 1st
sale to ensure an effective and timely brand-name recognition . At the
same time, both parties agree to co-license their respective trade
certification, such as IEC, TUV, UL, etc, to the JV
company.
|
|
12)
|
Both
parties are not liable of any and all dispute of legal entanglement
including but not limited to accounting, labor and contractal disputes
,etc.
|
|
13)
|
Both
parties agree to attain dividends according to their ownership percentage
should the JV Company generates profit; or if mutually agreeable, to
reinvestt the profit into the
business.
|
|
14)
|
Due
to the severe competition in the marketplace, both parties agree to sign a
NDA as a inseparable part of this agreement, to ensure the JV’s trade
secret excluding those materials to be disclosed required by
law.
|
|
15)
|
The
agreement ,in both Chinese and English , both legally effective, has four
legally effective identical counterparts. Each party holds two
copies.
|
|
16)
|
This
agreement remains valid for 18 months; it is subjected to the jurisdiction
of P.R. China.
|
This page
is the signature page
Party: Jiangsu Xxxxxx
Semiconductor Development Co., Ltd.
Signature:
____________________________
( 倪运达
)
Date:
________________________________
PartyB: Solar
EnerTech Corp.
Signature:
___________________________
（Xxx Xxx
Young ）
Date:
________________________________
