FoundersAgreement 创始人协议.doc

PAGE PAGE 6 Founders’ Agreement between [SINOTRANS Limited ] and [KEPPEL SUBSIDIARY]] Date: 【】 2010 THIS FOUNDERS’ AGREEMENT (“this Agreement”) is entered into by the following parties on 【】, 2010 in【】： 1. 【Sinotrans Limited】, a Hong Kong-listed company incorporated in accordance with the laws of the People’s Republic of China (“PRC”) and having its legal address at Tower A, Sinotrans Plaza, Jia No. 43 Xizhimen North St., Beijing, 2. 【Keppel Subsidiary】, a company incorporated in accordance with the laws of【】(“Keppel Subsidiary”) In this Agreement, Sinotrans and Keppel Subsidiary are referred to individually as a “Party” and collectively as the “Parties”. WHEREAS: A. In order to construct and operate port for general purpose, container and bulk goods in Wuhu Sanshan District of Anhui Province, PRC (“Sanshan Port Project”), Sinotrans established 【Sinotrans Wuhu Warehouse Terminals Co., Ltd】 in Wuhu City in January 10th, 2010 (“Wuhu Warehouse Terminals”). Its registered capital is RMB 6 million and has been fully paid up by Sinotrans. Sinotrans holds 100% equity interests of Wuhu Warehouse Terminals. B. Sinotrans and Keppel Subsidiary’s parent company, Keppel Telecommunications Transportation Ltd, signed a Memorandum of Understanding (“MOU”) relating to the joint construction and operation of the Sanshan Port Project on 【】2010. C. According to the arrangement of the above MOU, the Parties now agree to increase the registered capital of Wuhu Warehouse Terminals from RMB 6 million to RMB 20 million, of which Sinotrans subscribes the capital increase amount of RMB 4 million and Keppel Subsidiary subscribes the capital increase amount of RMB 10 million. Meanwhile, the Parties agree to rename the Wuhu Warehouse Terminals as 【Wuhu Sanshan Port Co., Ltd 】(“Port JVC”). After the completion of the above capital increase, the Parties will each hold 50% equity interests of Port JVC respectively. D. According to the arrangement of the above