SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
BCC BUSINESS COOPERATION CONTRACT
This BUSINESS COOPERATION AGREEMENT is made and signed on the date of 2023 by
this Business Cooperation Contract is made on the following grounds:
- Pursuant to the Investment Law 2020 ;
- Pursuant to the 2015 Civil Code; - Based on the voluntary will of the parties. The parties agree to make
and sign this Business Cooperation Contract (BCC Contract) with the conditions and terms specified
given below:
Article 1: PARTIES OF CONTRACT
1.1 PARTY A: COMPANY Enterprise code: Address: Representative: Account number :
1.2 PARTY B: Full name: Gender: Male Date of birth: Nationality Passport number HKTT/Current
residence in:
Article 2: CONTENT OF BUSINESS COOPERATION
2.1 Objectives and scope of business
The two parties cooperate in business under a contract without establishing a new legal entity in:
Exercising the right to purchase rice and the right to export goods at Vietnam.
2.2 Term of business cooperation: 1 year from April 15, 2023
2.3 Project management structure in business- Board of members: The parties agree to organize
management according to the model of the Council members include ... representing Party A and ...
representing n for Party B .
The Members' Council has the following rights and obligations
+ To approve the plan for capital contribution, borrowing and capital use of the project + To approve the
project's business plan ;
+ Approve the plan to develop business cooperation with a third party.The Board of members will elect
one person to be the Project Director. The project director has the following rights and obligations
+ On behalf of the business administration within the project framework.+ Recruiting and arranging
personnel to perform project-related tasks.+ Signing on behalf of the project agreements with third
parties.
+ Change the bank account number used in the project's business.
2.4. Business scope :
+ Party A signs a contract to export rice as follows:
STT Content
Rice/Unit
Quantity
USD money)
first Export contract to Türkiye:
Ton
132,000,000 won
customer X…
2
Export contract to Africa:
Ton
142,000,000 VND
customer Y…
into money 274,000,000 won
Amount in words: Two hundred and seventy-four million US dollars.
2. 5. Business deployment method:
+ Prepare enough financial each month equivalent to about 500,000,000,000,000 VND (five hundred
billion Vietnamese dong) and sign contracts to buy rice from rice agents in Vietnam.
+ Invest in a total warehouse and human resources to gather rice with the volume of 50,000 tons/month.
+ Prepare to transport 50,000 tons of rice per month to Cat Lai Port and valid documents in accordance
with the rice export regulations issued by the State of Vietnam.
+ Deliver goods to the transport vessel as designated by the buyer and work with the bank to disburse
according to the actual delivery volume of about 50,000 tons of rice per month.
Article 3: PROJECT CONTRIBUTED CAPITAL AND PROJECT ASSETS AND FINANCIAL
MANAGEMENT METHOD
3.1.Total project capital is 274.000.000 USD (Two hundred and seventy-four million USD) equivalent to
6,000,000,000,000 VND (Approx. Six thousand billion Vietnamese dong) is owned by the parties
according to the ratio :
- Party A makes a capital contribution worth by brand name, business plan and enough money to ensure
the performance of the rice export contract in Article 2 of this Decree. 2.4.
- Party B makes a cash contribution of USD 5,000,000 (Five million USD) equivalent to VND
112,000,000,000 (One hundred and twelve billion Vietnamese dong) according to the following schedule
:
capital of an amount of USD 2,500,000 (Two million five hundred thousand US dollars) on April 20,
2023.
+ Make the full contribution of the remaining capital contribution amount of USD 2,500,000 (Two
million five hundred thousand US dollars) before 05/05/2023.
3.2 .Account used for contract: account of Party A
3.3 Financial and asset management of the project Project business activities shall comply with current
regulations on tax and accounting.
Article 4: DISTRIBUTION OF PROFITS AND PROFITS
4.1 Method of determining business results The Board of members decides the time of business
results summary is when the goods are loaded on board and the LC disbursed according to the
actual quantity of goods for profit sharing (estimated 50,000 tons of rice per month)
4.2 Financial principles- The two parties must comply with financial and accounting principles in
accordance with the law on accounting of the Socialist Republic of Vietnam Nam.- All revenues
and expenditures for business activities must be recorded clearly, completely and honestly.
4.3 The parties are entitled to share profits according to the following specific proportions
- Party A is responsible for the entire operation and profit of the contract.
- Party B enjoys a profit of 10% per month on the total investment capital of Party B regardless
of the contract profit or loss after deducting 10% personal income
tax . The parties agree to authorize Party A to pay and collect taxes payable to the state at the
time of profit sharing on behalf of Party A.
Article 5: BCC CONTRACT TERMINATION AGREEMENT
5.1 The BCC contract shall terminate in the following cases :
- Upon the expiration of the agreed term in the contract.- The two parties agree to terminate the
contract.- One party breaches the obligations. contract and the other party unilaterally terminates
the contract as agreed in the BCC contract and relevant laws.
5.2 The parties may unilaterally terminate the agreement in the BCC contract in one of the
following cases :
- Party A is entitled to unilaterally terminate the contract when Party B fails to fulfill its
obligation to contribute capital as agreed.- Party B has the right to unilaterally terminate the
contract when Party A fails to make the profit payment as agreed in Article 4 of the Contract.
Article 6: OBLIGATIONS AND RIGHTS OF PARTY A
+ OBLIGATIONS OF PARTY A:
6.1. Provide sales contract, LC of valid rice buyers opened at the bank and delivery schedule to
customers in the form of FOB at the port of Vietnam.
6.2. Provide rice purchase contracts of agents for export purposes and schedule of rice receipt by
agents to Party A's warehouse.
6.3. Provide credit contracts of banks for Party A to borrow capital to export rice and related
assets as collateral for the bank.
6.4. Arrange human resources, means and assets to ensure smooth rice purchase and export
operations.
6.5. Provide monthly reports of operating expenses, profit and loss according to internal
accounting books.
6.6. To be responsible for accounting books and financial statements in accordance with the laws
of the State of Vietnam.
+ BENEFITS OF PARTY A:
6.7. Receive investment money from Party B and actively implement the work according to the
plan.
Article 7: OBLIGATIONS AND RIGHTS OF THE PARTY
+ OBLIGATIONS OF PARTY B:
7.1. Contributing capital on schedule in item 3 of the contract
+ RIGHTS OF THE PARTY
7.2. Coordinate with Party A, with their own funds, arrange human resources to work at Party
A's company office to supervise the entire process of purchasing, payment, bringing goods to
storage, exporting at the Port and tracking payment to Party A's account.
7.3. Have the right to check inventory at any time when notified to Party A during office hours.
7.4. Have the right to check and update Party A 's sales account balance at any time.
Article 8: DISPUTE SETTLEMENT
8.1. Any dispute or disagreement arising between the Parties regarding the interpretation or
implementation of the terms of this Agreement shall be first resolved by good faith negotiation
between the Parties.8.2. In case the parties cannot agree to settle the dispute by mediation, all
disputes arising out of or related to this contract will be resolved by arbitration at the Vietnam
International Arbitration Center next to the Chamber of Commerce. and Vietnam Industry
(VIAC) according to the Arbitration Rules of this Center, in which :
- The place of arbitration shall be Hanoi, Vietnam.- Language: Vietnamese.- Applicable law :
Law of Vietnam.- The number of arbitrators shall be One (01) person appointed according to the
rules of this Center.
Article 9: SIGNING this CONTRACT
will be made into 9 articles, 0 4 pages, four (04) original sets in Vietnamese, four (04) original
sets in English as each Party will keep one (01) original set in English. Vietnamese and English.
The parties voluntarily do not be deceived, forced with a clear mind to agree to the agreements in
the BCC contract and jointly sign below.
SIGNATURES OF THE WOMEN PARTIES