Joint Venture Procedures

[nonthaburial]

TO SUNBELT ASIA

I have a Chinese friend, who has been here for four years and is very active in the sales of Ethanol Plants in Thailand, and shortly to expand into surrounding areas as well as the Philippines.

Unfortunately, five months ago, her Thai business party did the dirty on her and her two Chinese sales managers, and did a runner taking all the company assets with him. This forced her to open a new company that is up and running.

In the last 5 months she has done so well that she now has a long term exclusive sales rights in this area from her Chinese suppliers. However she realises that to be able to compete even stronger she has to be able to lower her prices and to be able to do that I have put her in touch with a very large metal fabrication company here in BKK, they are well known, have a good cash flow situation and employ over 200 people!

They are now going to enter a JV together,where it is hoped, amongst other things, that she can make use of the local Thai company to gain the required work permits etc.

Can you give any assistance in explaining how a JV should be set upand what documentation is required.

I also understand that the company secretary has been in touch with Sunbelt in the view of using your services for the future

[Sunbelt Asia]

She will need a partnership agreement which will cover a number of issues such as when will dividends be declared, access to the bank account, spending limits, signing contracts, liquidation of the company, buy-out of shares... first right of refusal, what happens in case of death of one of the main directors of the JV

If this is not just one project. Increase the registrered capital and issue additional stock for the other company.

www.sunbeltasiagroup.com

TO SUNBELT ASIA

I have a Chinese friend, who has been here for four years and is very active in the sales of Ethanol Plants in Thailand, and shortly to expand into surrounding areas as well as the Philippines.

Unfortunately, five months ago, her Thai business party did the dirty on her and her two Chinese sales managers, and did a runner taking all the company assets with him. This forced her to open a new company that is up and running.

In the last 5 months she has done so well that she now has a long term exclusive sales rights in this area from her Chinese suppliers. However she realises that to be able to compete even stronger she has to be able to lower her prices and to be able to do that I have put her in touch with a very large metal fabrication company here in BKK, they are well known, have a good cash flow situation and employ over 200 people!

They are now going to enter a JV together,where it is hoped, amongst other things, that she can make use of the local Thai company to gain the required work permits etc.

Can you give any assistance in explaining how a JV should be set upand what documentation is required.

I also understand that the company secretary has been in touch with Sunbelt in the view of using your services for the future