1.Preamble: JOINT VENTURE CONTRACT

 Based on:

The law on Foreign Investment in Vietnam approved by the National Assembly of the Socialist Republic of Vietnam on December 29th,1987.

 The Decree 29/HDBT on February 6th,1991 of the Council of Ministers regulating in detail the implementation of the Law on Fofeign Investment in Vietnam.

Today,3rd March 2011 the parties have agreed to sign thic contract to establish a Joint Venture Company (‘JVC”)on the terms and conditions as follows:

2.ARBITRATION.

Any disputes between the parties related to or arising from the contract shall be resolved first through negotiation and conciliation. In cases where the parties in dispute cannot agree with each other, the dispute shall be referred to the Korea Economic Arbitration Commission.The fees for arbitration shall be born by the losing party unless otherwise awarded by the commission

3.Force majeure:

-The force majeure is the proximate cause which obstructs or delays the execution of the contract

-That each party has tried all possible measures to overcome such occurrences

-That each party shall immediately,after such occurrence inform the other party of the same and within 20 days,send the other party a written notice indicating the measures undertaken and the cause which prevents the execution of the contract duly confirmed by the relevant authorities at the place where the disaster occurs.

4.OBJECTIVE OF CONTRACT

To strengthen diplomatic relations between two countries Vietnamese and Korea.Today,we are meeting signed a joint venture contract between two companies is company Samsung in Korea and the company electric Samsung in Vietnam.

5.INVESTED CAPITAL:

1.      The total invested capital of the enterprise is 20 billions USD.

2.      The legal capital of the enterprise is ( chưa rõ là gì nữa), to which:

a.       The Vietnamese party contributes 8 billions USD accounting for 40% of legal capital, comprising:

        Cash : 4 billions USD.

       Value of equipment, machinery:2 billions USD.

       Value of technology transfer: 1 billion USD (Enclose technology transfer contract)

       Value of the land use right, factory, or other contributions in accordance with the Law on Foreign Investment: 1 billion USD.

b.The foreign party contributes 12 billions USD , accounting for 60% of legal capital, comprising:

Cash: 6 billions Usd

Value of equipment, machinery: 2 billions USD

 6.LIQUIDITY

Upon the expiration of the Joint Venture, or termination thereof prior to the date of expiration, liquidation shall be carried out according to applicable laws.  The liquidated assets shall be distributed in accordance with the proportion of investment contributed by Parties.

7.DISPUTE

Any one-sided contractual termination is not valid.Any dispute between the two parties arising from the execution of this joint venture contarct shall first be resolved through mutual consultations and amicanle settlement proceedings. If,however,the two parties fail to reach an agreement,the dispute shall be referred to the Singapore Economic Arbitration.

 This contract is made into 10 copies in English and Vietnamese and comes into effects on the date of sign.