Shareholders′ internal agreement
赛福朗，英文名：Sofron Kachi，泰文名： ซอฟรอฐ กะจิ，
Xu Xiuming, ID number 372832196600251934
Huangfu Xiangbao, ID number 372831197000001974
Xu Lei, ID number 372823197200122000
Xu Xiuguang, ID number 371324196910001917
Xu Xiugang, ID number 371324197400001934
Xu Liming, ID number 371324198700001910
Wang Jinwei, ID number 371324198600001919
(The above seven people are hereinafter referred to as Party A)
Sai Fulang, English name: Sofron Kachi, Thai name: ซอฟรอฐ กะจิ,
ID number 19599000006
(Hereinafter referred to as Party B)
甲方与乙方共计八名自然人股东，在真主安拉的意谕下，本着互惠互利、合作共赢的原则，进行跨国合作，共同在泰国出资成立Front inter wood co.ltd(中文名称“富榔银特木材有限公司”)。为确认公司实际股东，明确股东的权利义务，保障公司的顺利运营，特制定该公司股东之间的内部协议，供各方共同遵守：
There are a total of eight natural person shareholders in Party A and Party B, under the name of Allah, based on the principle of mutual benefit and win-win cooperation, for multinational cooperation, jointly investing and establishing Front Inter Wood Co. Ltd in Thailand. To confirm the actual shareholders for the company, clarify the rights and obligations of shareholders and ensure smooth operations of the company, the internal agreement between shareholders of the company is hereby entered into, to be followed by the parties:
一、Front inter wood co.ltd(中文名称“富榔银特木材有限公司”)目前在泰国的注册登记股东为乙方，法定代表人为乙方，但实际股东为甲方七人与乙方合计八名自然人股东。八名股东出资比例相同。各方共同确认：Front inter wood co.ltd(中文名称“富榔银特木材有限公司”，以下简称“公司”)的股东身份、出资金额、股权比例均以本协议约定为准，不以公司在泰国官方的登记信息为准。
I. In terms of Front Inter Wood Co. Ltd , the currently registered shareholders in Thailand is Party B, and the legal representative is Party B, but the actual shareholders include seven people from Party A as well as Party B, with a total of eight natural person shareholders. The investment proportion of eight shareholders is the same. It is hereby confirmed by all parties: The shareholders identity, capital contribution and equity ratio of Front Inter Wood Co. Ltd (Chinese name “Fulang Yinte Wood Co. Ltd”, hereinafter referred to as “the Company”) are subject to this agreement, but not subject to the official registration information of the company in Thailand.
II. As the actual shareholders, seven people of Party A shall enjoy all the rights according to the legal provisions and the contract agreement of shareholders, including but not limited to, formulation and modification of the company′s articles of association, the company′s right of management, the company′s right of management and decision-making, personnel and financial control right, the right to vote and to be elected, dividend rights and so on. According to the shareholders′ committee resolution (namely the shareholders′ committee resolution passed by the majority of the eight shareholders as identified in this agreement, the same below), the official registration content for the record in Thailand may be changed for the company. Party B must perform the shareholders′ committee resolution, and may not, in any way, interfere with the implementation of Party A and the shareholders′ committee resolution, otherwise Party B shall bear the liability for breach of contract.
III. Party B shall fully support Party A for timely changes of the company registration matters. Party B is the legal representative of the company in name only, and the company′s actual management and control right shall be exercised by Party A, where Party B shall not interfere with Party A′s operation and management of the company, but Party B as shareholders shall enjoy the shareholders′ rights including equity, right to know and dividend rights.
IV. If the increase in factory investment is necessary, it is subject to the shareholders′ committee resolution; The important matters of the company business decisions must be considered and passed by a majority of the shareholders′ committee before coming into effect.
Without passed and authorized by the shareholders′ committee resolution, Party B shall have no right, in the name of the company, to sign a contract or negotiate business, nor have right to provide foreign guarantees in the name of the company. Otherwise, Party B′s behavior shall be void, and Party B shall pay penalty to Party A due to breach of contract. Any economic losses caused hereof to the company and Party A shall be compensated by Party B.
V. The content of this agreement shall be the final agreement to identify the rights and obligations of the company shareholders, and the parties thereto have fully understood and promised to perform it. In case of a default, the breaching party shall pay a penal sum to the other party for one million USD, and compensate for the economic losses caused hereof to the other party.
VI. 本协议书一式八份，自全体八名股东签字后生效，由八名股东各持一份。因履行本协议以及Front inter wood co.ltd(中文名称“富榔银特木材有限公司”)公司事务产生的争议，需提交中国国际经济贸易仲裁委员会仲裁。
VI. This agreement is in eight copies, coming into effect after signed by all the eight shareholders, each of whom shall hold one copy. Any disputes due to the performance of this agreement and the company matters of Front Inter Wood Co. Ltd shall be submitted to China International Economic and Trade Arbitration Commission for arbitration.
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