joint venture agreement(in korea)  

this agreement, made and entered into as of february , 19 , by and between a co.

a corporation organized and existing under the laws of with its principal office at (a co. 주소)

(hereinafter called “ a co. ”), and s co

, ltd. , a corporation organized and existing under the laws of the republic of korea(hereinafter called “korea”), with its principal office at 100, 2-ka, taepyeongro, chungu, seoul, korea (hereinafter called “s”)

witnesseth  
whereas, a co.is a major manufacturer of silicone products in (해당국가명) with an expanding business and many years of experience in the development and manufacture of such products as well as the sale of such products on the world market, including korea ;
whereas, samsung is a major trading company in korea with many years of experience in the export and import of chemical products as well as the sale of such products through its wide sales network in korea ;
whereas, in order to develop the market for (제품명) in and out of korea, both a co.and samsung consider it mutually beneficial to establish a joint venture corporation in korea in accordance with the laws of korea to manufacture and sell certain silicone products, by importing materials and products necessary for such manufacture, and to design, install and operate necessary facilities therefor.
now, therefore, a co.and samsung hereby agree as follows :
article 1 organization of new corporation  
subject to the terms and conditions set forth in this agreement, a co.and samsung shall cause a new corporation (hereinafter called newco) to be established as a business corporation under the laws of korea by the target date of , 19 , in accordance with the articles of incorporation substantially in the form attached hereto as exhibit a and made a part hereof.
newco shall  be called “ (신설회사명) ” and  in english “ ,”  have its principal office at (신설회사 주소)   
the business purposes of newco shall be to engage in the manufacture and sale in accordance with the terms and conditions hereof of those products specifically designated in exhibit b attached hereto and made a part hereof.
the fiscal year of newco shall be from january 1 of every year until december 31 of the same year ; provided, however, that the first fiscal year of newco shall be from the date of its incorporation until december 31 of same year.
article 2 capital contribution and shares  
the total investment amount to be paid and the total number of common voting shares to be subscribed for by a co.and samsung when called for by the board of directors, but not later that two (2) years from receipt of the korean governments approval of this investment by a co., shall be as follows :
a co.: won divided into shares at won par value per share ;
samsung : won divided into   
shares at won par value per shares.
at the time of incorporation, the total number of shares set forth in article 2.1 (1) and article 2.1 (2) shall be fully subscribed for by shin-etsu and samsung, respectively, in accordance with article 3, and the total investment amount under article 2.1 shall be fully paid by the parties hereto in won and in cash to bank for the account of newco.
a co.and samsung, as shareholders of newco, shall have preemptive rights to subscribe to any additional shares, options, warrants or debentures convertible into such shares as newco may issue after its incorporation, in proportion to their then current respective share holdings in newco.
any share issued by newco shall be common shares of one class and shall be registered in non-bearer form evidenced by share certificates.
article 3 incorporation procedures  
samsung shall be primarily responsible for carrying out all the procedures necessary for the incorporation of newco and shall keep a co.fully informed with respect thereto.   (이하 생략)