SHAREHOLDERS AGREEMENT OF JOINT VENTURE THE AGREEMENT， MADE THIS DAY OF BY AND BETWEEN MEXICO MINING LIMITED COMPANY，A CORPORATION DULY ORGANIZED AND UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT_ MEXICO (HEREINAFTER REFERRESHAREHOLDERS’ AGREEMENT OF JOINT VENTURE
THE AGREEMENT， MADE THIS DAY OF BY AND BETWEEN MEXICO MINING LIMITED COMPANY，A CORPORATION DULY ORGANIZED AND UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT_ MEXICO (HEREINAFTER REFERRED TO AS “PARTY A”)，REPRESENTED BY____
ORIENT MINING MACHINEERY MANUFACTURING LIMITED COMPANY，A CORPORATION DULY ORGANIZED AND UNDER THE LAWS OF CHINA AND HAVING ITS PRINCIPAL OFFICE AT CHINA (HEREINAFTER REFERRED TO AS “PARTY B”)， REPRESENTED BY_____.
WHEREAS， PARTY A has been established with the purpose of mining development， and is now desirous of becoming engaged in the manufacturing and selling the products of Contract business;
WHEREAS， PARTY B has for many years been engaged in research， development and production of mining machinery and in the sale of such Products in various parts of the world;
WHEREAS， PARTY B has experience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.
WHEREAS， PARTY A and PARTY B are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularly described; and WHEREAS， PARTY A and PARTY B are desirous that said new company will obtain technical assistance from PARTY B for manufacturing such PRODUCTS and PARTY B is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is herey mutually agreed as follows:
CLAUSE 1. INCORPORATION OF NEW COMPANY:第一条 设立新公司
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 MEXICO a stock Corporation of variable capital under the Commercial Code of MEXICO， with such corporation’s Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agreement，new corporation is United Mining Machinery Manufacture Limited Corporation hereinafter referred to as
“UNITED MINING”. The name of UNITED MINING shall be :subject to the provisions of Articles of Incorporation of UNITED MINING.
1.2 The percentage ownership of the respective parties hereto in the capital stock of UNITED MINING shall be， PARTY A and its three designees an aggregate of fifty-one percent (51%)， and Party B and its three designees an aggregate of forty-nine percent (49% )，which percentage shall be maintained without change at all times during the term of this Agreement，unless otherwise expressly agreed in writing by both parties hereto. In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of PART A and B may appoint three (3)designees， each of whom shall own one (1)， but not more than one (1)， share of UNITED MINING out of their respective shareholdings during the term of this Agreement. PARTY A and B shall at all times be responsible for their respective designees compliance with the provisions of this Agreement and the Articles of Incorporation of UNITED MINING applicable to PARTY A and B so long as any of them or their successors or assigns hold said shares of UNITED MINING. prior to the appointment of such designees. PARTY A and B shall consult with each other.
1.3 During the term of this Agreement， neither party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of UNITED MINING (or any right or interest therein) which may now or hereafter be owned by either party hereto，except in accordance with the terms and conditions of this Agreement and the Articles of Incorporation of UNITED MINING.
1.4 PARTY A’s investment in the initial capital of UNITED MINING or in any subsequent increase of the authorities of the______ Government.
1.5 Promptly after the Incorporation of UNITED MINING， both parties hereto shall cause UNITED MINING to file application for and obtain its own registration as well as that for PARTY A and B’s shares in UNITED MINING at the National Registry of Foreign Investment of the Mexico Government as required by the Law to promote Mexican Investments and to Regulate Foreign governments.
CLAUSE 2. PRODUCTS TECHNICAL ASSISTANCE:第二条 产品和技术服务
2.1 Products to be manufactured and sold by UNITED MINING shall be mining machinery specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and when mutually agreed by the parties hereto..
2.2.Both parties hereto agree that PARTY B shall furnish to UNITED MINING certain license and technical assistance for manufacturing PRODUCTS provided in the Technical Assistance Agreement to be concluded between UNITED MINING and PARTY B in the form attached thereto as .(hereinafter referred to as the “Technical Assistance Agreement”).
CLAUSE 3. MARKETING PRODUCTS:第三条 产品销售
3.1 AS it is most efficient and economical and therefore it is for the best interest of UNITED MINING， sale of Contract PRODUCTS manufactured by UNITED MINING shall be direct to third part Party B ________in Mexico.
3.2 When Export of Contract PRODUCTS manufactured by UNITED MINING is recommended Export through PARTY B，since it is for the interest of UNITED MINING in making Party B Export to use the international sales facilities of PARTY B and also since PARTY B has and Export to have commercial dealings and commitments under Party B inclusive sales rights covering certain of its products in which the Con-tract Products are included， in countries of the world， and therefore UNITED MINING’s attempts to Export otherwise through PARTY B could cause a serious breach on the part of _______ of legal commitments which PARTY B has with third parties. It shall be entitled to reasonable sales commissions or other remuneration for its handing of Party B Exports of UNITED MINING’s PRODUCTS as hereinabove contemplated， as will be determined between UNITED MINING and PARTY B.
CLAUSE 4. TRADEMARK:第四条 商标
4.1 Both parties hereto agree that unless otherwise agreed Party B them， the trademarks used on all PRODUCTS manufactured by UNITED MINING shall be ________ which are owned Party B， provided that use UNITED MINING of such trademarks shall be subject to and governed Party B the terms and Conditions of the Trademark License Agreement to be concluded between UNITED MINING and PARTY B in the form attached hereto as， (hereinafter referred to as the “Trademark License Agreement”).
4.2 PART A hereby agrees for itself and also agrees to cause UNITED MINING to agree that UNITED MINING shall choose to use the trademarks _______ alone and not in a linked or conjoined form with another Mexican trademark， unless such linked or conjoined use is required Party B Mexican Law，and further that if and to that such linked or conjoined use is legally required but Party A exemption from complying with the linking or conjoining obligation is lawfully available，PARTY A shall use its best efforts to obtain or cause UNITED MINING to obtain such exemption .Should a linked or conjoined use with a Mexican trademark be finally and compulsorily required， then such a Mexican trademark shall be a trademark which shall be mutually agreed upon Party B and PARTY A and which shall be the property of UNITED MINING.
CLAUSE 5. MANAGEMENT OF UNITED MINING: 第五条 合资公司的管理
5.1 Both parties hereto agree that management of UNITED MINING shall be vested in the Board of Directors of UNITED MINING， in accordance with the Articles of Incorporation of UNITED MINING and an applicable provisions of this Agreement.
5.2 Both parties here agree that vesting management of UNITED MINING in its Board of Directors requires such Board to be responsible， among others， for approving the overall business plan of UNITED MINING to be submitted to both parties hereto for review and approval， and for monitoring the business plan approved by both parties.
5.3 Notwithstanding the provision of 5.1 above, both parties hereto shall， as often as either party hereto may desire， consult with each other seeking mutual agreement， in good faith and in mutual trust, on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of UNITED MINING or management of UNITED MINING， prior to discussion and decision at a meeting of the Board of Directors or a general meeting of the shareholders of UNITED MINING. Such matters shall include the following， which are described by way of example but not limitation:
(1) Business or management policy to be followed by UNITED MINING;
(2) Short， middle and long term business plan and its amendments;
(3) Increase or decrease of the capital stock; 资本金的增加与减少；
(4) Increase or decrease in the number of members of the Board of Directors， or re-election of the Directors;
(5) Review and approval of the financial statements and distribution of profits for each fiscal Party Bear of UNITED MINING with regard to Declaration of Dividends and distribution of profits of UNITED MINING， it is the intention of both parties hereto to follow a policy where there will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also， it is the intention of both parties hereto to arrive at any such Dividend Declarations and pay through a process of mutual agreement.
(6) Financing of operations and expansion of UNITED MINING
(7) Important personnel affairs; 重要的人事问题；
(8) expansion of production capacity; 扩大生产能力；
(9) Commitment of UNITED MINING to any agreement or other arrangement the performance of which will extend be year;
(10) Introduction of new products新产品的引进；
(11) Hiring of examiners and legal counsel for UNITED MINING.
5.4 In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders， both parties hereto shall cause their nominees on the Board and their representatives or proxies at an ordinary or extra ordinary general meeting of the shareholders to vote in favor of the decision reached by mutual consent during the consultation contemplated in 5.3 above.
5.5 Both parties hereto agree to ensure that UNITED MINING will，to the may use practicably possible， use the forms and requirements of PARTY B for reporting and retrieval of management and financial information to be given UNITED MINING to both parties hereto， and that UNITED MINING shall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto.
5.6 It is understood and agreed that the Board of Directors of UNITED MINING shall establish from time and time the limits of authority of the General Manager and other officers of UNITED MINING as well as the powers of attorney to represent UNITED MINING in the understanding that all cheques， bills of exchange， promissory notes or any other negotiable instruments for pay money and on behalf of UNITED MINING shall at all times be signed joint by two attorney s in fact appointed by the Board of Directors of UNITED MINING，provided that one of them shall be the General Manager， the Administrative and Finance Manager， the Commercial Manager or the Manufacturing Manager，and shall be the Accounting Manager，the general Accountant， the Comptroller or other officer reporting to the Accounting Manager in order that such cheques，ets.， can be valid and binding on UNITED MINING.
CLAUSE 6. TRANSFER OF PERSONNEL :第六条 人员调换
6.1 In addition to those personnel to be appointed as members of the Board of Directors of UNITED MINING， both parties hereto agree to transfer， if and to the extent mutually agreed upon as necessary or desirable， their respective employees to UNITED MINING to staff key positions of corporate organization of UNITED MINING. It is contemplated by both parties hereto that________ will staff the positions of Accounting Manager and manufacturing Manager as well as appoint Assistant Manager for marketing and_________ will staff the positions of General Manager， Commercial Manager and General Administration and Finance Manager. During temporary absences of the General Manager， the overall administration of UNITED MINING shall be entrusted to the Accounting Manager or manufacturing Manager as_______ shall have designated.
6.2 Salaries， including allowances for such personnel transfer either from PARTY A or PARTY B shall be paid during the period such personnel work for UNITED MINING， and costs and expenses incurred for transfer such personnel，including the expense for traveling between CHINA and MEXICO， shall be paid or reimbursed by UNITED MINING to PARTY A or to PARTY B， as the case may be， to such extent as mutually agreed Party B both parties hereto. Payment or reimbursement shall be made in United States of America dollars.
6.3 Nothing herein contained shall be interpreted to prevent UNITED MINING from recruiting and employing its own managers or other employees in the discretion of UNITED MINING.
6.4 Both parties hereto agree that to insure efficient and well coordinated management of UNITED MINING， the Board of Directors of UNITED MINING shall require the General Manager of UNITED MINING to have periodic meetings with the key Managers of UNITED MINING， to joint review and discuss the more important matters related to their respective areas and the General Manager shall report to the Board of Directors or request its advise on matters of policy and also on those policy matters where a concurrence of opinion is not reached among the key Managers.
CLAUSE 7. SALE OF MACHINERY第七条 机器设备的销售
Both parties hereto agree， and shall cause UNITED MINING to agree， that PARTY B will sell to UNITED MINING and UNITED MINING will buy from PARTY B through all the specialized machinery which shall be determined by consultation between PARTY B and UNITED MINING for the effective utilization of the technical knowhow furnished by PARTY B to UNITED MINING under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both parties hereto. It is understood and agreed that PARTY B shall not be required to furnish the technical information to UNITED MINING under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.
CLAUSE 8. COOPERATION OF BOTH PARTIES:第八条 双方合作
8.1 Upon reasonable request of UNITED MINING， PARTY B as the joint venture partner， agrees to render cooperation to UNITED MINING Party B allowing Mexican managers and other staff or key employees of UNITED MINING access to current training programs lone by PARTY B.
8.2 Upon reasonable request of UNITED MINING and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise， PARTY B or A as the case maybe ，agrees to render cooperation to UNITED MINING as much as practicably possible， Party B giving advice， information and assistance or Party B making available the services of their staff personnel， or in any other manner the party rendering the cooperation deems fit on the following matters， it being understood however that PARTY B as the joint venture partner in the mother country of UNITED MINING shall primarily render cooperation the UNITED MINING on the matters of A group and PARTY A shall primarily render cooperation to UNITED MINING on the matters of B group.
(1)Acquisition of import licenses for machinery，components and materials;
(2) Recruiting and employment of workers; )招雇；
(3) Settlement of labor disputes; 解决劳资纠纷。
(4) Registration or any other legal procedures to be effected under laws and regulations from time to time in force; acquisition of licenses， incentives， permissions and authorizations from the authorities of the Mexican Government;
(5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;
(6) Suits or any other legal actions with third parties instituted by or against UNITED MINING;
(7) Commercial help when required by UNITED MINING to increase the sale of the PRODUCTS so as to achieve the business target from time to time established by UNITED MINING.
B. (1) Marketing of PRODUCTS market research and product planning; so as to achieve the business targets from time to time established by “UNITED MINING”.
(2) Preparation of advertising and marketing aids relating to PRODUCTS;
(3) Purchase of components and materials; 零件和材料的购买；
(4) Acquisition of licenses，permissions of third parties under such third parties，patents or other industrial property rights;
(5) Accounting and financial analysis， cost calculations; 会计和财务分析，成本计算；
(6) Technical help when required by UNITED MINING under and to the extent of the Technical Assistance Agreement，to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.
8.3 Nothing set forth in 8.1 or 8.2 above shall be construed or interpreted to require either party hereto to be responsible，jointly or severally with UNITED MINING， for the matter specified above or prosecution or implementation thereof (UNITED MINING shall be solely responsible for such matters or prosecution or implementation thereof)， or to require either party rendering the cooperation to UNITED MINING to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely Party UNITED MINING). It is also under stood that upon request of PARTY A or PARTY B，actual costs and expenses previously agreed upon by UNITED MINING and incurred for rendering said cooperation shall be paid or reimbursed by UNITED MINING to PARTY A and as the case shall be made in United States of American dollars.
CLAUSE9. TERM TERMINATION: 第九条 期限和终止
9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both PARTY A and PARTY B continue to be shareholders of UNITED MINING.
在本协议 1.5条款所述的注册继续有效以及或 甲方和或乙方继续是 合资公司的股东的条件下本协议以1.4条款所述的最后一项政府批准获得之日作为本协议的生效日。
9.2 This Agreement shall terminate upon the occurrence of any of the following events:
(1) The sale or other disposition by PARTY A on the one hand， or by PARTY B on the other hand， of all of their shares in UNITED MINING in accordance with the terms of and in the manner permitted by the Articles of Incorporation of UNITED MINING， so that no shares of UNITED MINING are owned by PARTY B on the one hand， or ______ on the other hand;
(2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against UNITED MINING and such petition shall not have been discharged such thirty(30) calendar day period; or upon assignment of all or substantially all of UNITED MINING’s properties for the benefit of creditors；or upon the appointment of a receiver or trustee to take charge of all or substantially all of UNITED MINING’s properties; or upon the voluntary or involuntary dissolution of UNITED MINING;
(3) Any of the events described in 2) above shall have occurred with respect to PARTY A in stead of UNITED MINING;
(4) Any of the events described in 2) above shall have occurred with respect to PARTY B in stead of UNITED MINING
(5) Termination of this Agreement by PARTY A pursuant to the provision of 9.4 hereof; or
(6) Termination of this Agreement by PARTY B pursuant to the provision of 9.4 hereof; or
(7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.
9.3 If and when the law of MEXICO shall no longer permit PARTY B to own at least forty-nine percent (49%) less 3 shares of this issued and outstanding capital stock of UNITED MINING， or upon termination or non-renewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s)， if any， be concluded， between UNITED MINING and PARTY B and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s)， if any， to be concluded between UNITED MINING and PARTY B. PARTY A may， at its option， terminate this Agreement at any time upon at least ninety (90) calendar days’ prior written notice to PARTY B.
9.4 Either party hereto shall have the right to terminate this Agreement by giving written notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of UNITED MINING in any material respect， and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party， provided， however， that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party， such as acts of God， acts or omissions of any Government or agencies thereof， compliance with request， rules， regulations or orders of any governmental authority， fire， storm， flood， earthquake， acts of the public enemy， war， rebellion， insurrection， riot sabotage， invasion， quarantine restriction， strike， lock out， and transportation embargo or failure or delay in transportation， shall be excluded in determining the applicable time period， but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure or delay on the part of any party to exercise its rights of termination of this Agreement for any one or more breaches or defaults by the other party shall be construed to prejudice its rights of termination of any other or subsequent breaches or defaults.
9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof，then， PARTY A shall be deemed to have offered all the shares of UNITED MINING then owned by PARTY B for sale to PARTY A pursuant to the applicable provisions of the Articles of In corporation of UNITED MINING.
9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or in voluntary is solution of UNITED MINING)， both parties hereto shall exercise their respective voting rights as shareholders of UNITED MINING so as to effect the Voluntary dissolution of UNITED MINING as expeditiously as possible.
9.7 Upon occurrence of the sale of all of the shares of UNITED MINING owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of UNITED MINING， any monetary liability owed to any selling party or owed by any selling party to shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further， in the event that the selling party has guaranteed any indebtedness of UNITED MINING，the party remaining as the shareholder of UNITED MINING shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.
CLAUSE 10. USE AND CONFIDENTIALLY OF TECHNICAL INFORMATION.
As it is for the best interest and benefit of both parties hereto and UNITED MINING， the followings are mutually agreed:
10.1 Both parties hereto shall ensure that technical information，technical knowhow and knowledge furnished or disclosed，or machinery supplied by PARTY B to UNITED MINING， shall be used solely by UNITED MINING for the purpose of manufacturing， and that UNITED MINING shall not allow or cause any of such information，knowhow or knowledge，or machinery to be used Party B any third party，and further that UNITED MINING shall not copy any such machinery.
10.2 PARTY A shall， maintain and protect the confidentiality of any and all information and knowledge related to the establishment of UNITED MINING furnished or disclosed to UNITED MINING.
(3) Except as otherwise required by the laws of MEXICO，either party hereto shall not disclose or divulge，and shall not permit UNITED MINING to disclose or divulge，the terms of this Agreement or any agreements concluded between UNITED MINING and PARTY B to any third party person，firm or corporation; and foregoing obligations of the respective parties to maintain and protect the confidential
CLAUSE 11 第十一条Arbitration仲裁
11.1 Should any dispute arise from the implementation of or relating to the contract, both Parties shall resolve them through friendly negotiations. If the discrepancies cannot be solved by negotiations, they should be submitted to the Arbitration Committee of _____ for solution, whose decision shall be final and legally binding on both Parties.
11.2 During the process of arbitration, the contract should be executed with no interruption, except for those parts relating to discrepancies under arbitration.
CLAUSE 12 Validity of the Agreement合同有效期
12.1 All the articles of the Agreement including appendixes (Regulations of UNITED MINING ) are indispensable parts of this contract.
12.2 The Agreement including its appendixes shall be valid only when it has been approved by the higher authorities in charge of the two Parties.
12.3 Any communication relating to the rights and obligations of the two Parties should be made in written form, except notices, telegrams and telexes. The addresses stated in Article 2 of the Agreement are statutory addresses for correspondence between the two Parties. Any change in the statutory address should be notified to the other Party thirty (30) days in advance.
CLAUSE 13 第十三条Laws Applicable适用法律
The signing, validity, explanation and implementation of this Agreement should abide by the laws of Mexico..
CLAUSE 14Languae of the Text 文本语言
14.1 This Agreement is written both in English and Chinese. The Agreement in both language is of equal validity,. Should there be any discrepancy between the Chinese and English versions, the text in the _______ language should be taken as standard.
14.2 Subtitles for each article are for clearness and do not affect the explanation of the content of the contract.
Authorized representative of Party A Authorized representative of Party B