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1、中外合资企业股东协议中英文对照为预防和减少本合同争议，在合同订立过程中应当注意以下问题：第一，选择书面形式签订合同。当事人订立合同电子版，有书面形式、口头形式和其他形式。但为避免履约纠纷，最好选择书面形式订立合同，白纸黑字把权利义务约定清楚。对于时间紧迫而达成的口头协议，也应当在事后及时补签合同电子版。第二，合同条款要清楚全面具体。本合同提供的示范条款仅供参考，对于提供的合同条款要注意核对确认，确保条款的正确适用性，争议性条款可双方沟通协商后进行调整，如需要具体添加的条款可通过增加合同内容或者补充协议的方式进行约定补充。合同正文：SHAREHOLDERS AGREEMENT THE AGREE
2、MENT， MADE THIS DAY OF 20_ BY AND BETWEEN XXX， A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF MEXICO AND HAVING ITS PRINCIPAL OFFICE AT_ MEXICO （HEREINAFTER REFERRED TO AS “X”）， REPRESENTED BY_AND YYY， A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF_ AND HAVING ITS PRINCIPAL
3、 OFFICE AT （HEREINAFTER REFERRED TO AS“Y”）， REPRESENTED BY_.WITNESSETHWHEREAS， X has been established with the purpose _among other things， of investing _ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business；WHEREAS， Y has for many years been engaged i
4、n _， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world； WHEREAS， Y has experience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance fo
5、r manufacturing such PRODUCTS.WHEREAS， X and Y are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularly described； and WHEREAS， X and Y are desirous that said new company will obtain technical assistance
6、from Y for manufacturing such PRODUCTS and Y is willing to furnish such technical assistance to the new company； NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows：CLAUSE 1. INCORPORATION OF NEW COMPANY：1.1 For the purpo
7、se of forming a new company to engage in manufacturing and selling the PRODUCTS defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in Mexico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporations Articles of Incorporation to be i
8、n the form attached hereto as Exhibit A， which shall be an integral part of this Agreement， such new corporation to be hereinafter referred to as FCAM.The name of FCAM shall be： subject to the provisions of Articles of Incorporation of FCAM.1.2 The percentage ownership of the respective parties here
9、to in the capital stock of FCAM shall be， X and its three designees an aggregate of fifty-one percent （51%）， and Y and its three designees， an aggregate of forty-nine percent （49% ）， which percentage shall be maintained without change at all times during the term of this Agreement， unless other- wis
10、e expressly agreed in writing by both parties hereto. In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five （5） shareholders. each of X and Y may appoint three （3） designees， each of whom shall own one （1）， but not more than one （1）， sh
11、are of FCAM out of their respective shareholdings during the term of this Agreement. X and Y shall at all times be responsible for their respective designees compliance with the provisions of this Agreement and the Articles of INcorporation of FCAM applicable to X and Y so long as any of them or their successors or assigns hold said shares of FCAM， prior to the appointment of them or their successors or assigns hold said shares of FCAM， prior to the appointment of such designees. X and Y shall consult with each other.4
