SHAREHOLDERS AGREEMENT OF “MC

MIRACLE GLOBAL GROUP” LIMITED

LIABILITY COMPANY

ULAANBAATAR CITY

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 SHAREHOLDERS AGREEMENT

GENERAL PROVISION
This Agreement is made based on the International business, trade practice, traditional regulatory
and principal of ensuring equality and mutual benefit in accordance with Civil Law of Mongolia,
Law on Investment, Company Law, Taxation law and other relevant legislation by and between
Ms. Algirmaa Navchaadelger (Citizen’s Registration Number: KHI81082969) who is residing at
the address of Door # 302, 19-12, Achasan road, Gwangjin district, Seoul City, Republic of
Korea, being representing by Ms. Otgon Navchaadelger (Citizen’s Registration Number:
KHI84052866) (hereinafter referred to as the “Party A”) in one side, and Mr. Kim Youngman, a
citizen of Republic of Korea (Passport number: M35758107), being represented by Mr. Ganbat
Tseepel (Citizen’s Registration Number: JYA70111112) (hereinafter referred to as the “Party
B”) in other side (collectively referred to as the “Parties”) mutually agreed on the following
terms and conditions.

FIRST ARTICLE
JOINT OPERATION AND PURPOSE OF THE PARTIES
1.1 The Parties mutually acknowledged and agreed to cooperate beneficially and jointly by
establishing a foreign invested “MC Miracle Global Group” LLC (hereinafter referred to
as the “Company”) at the territory of Mongolia and implementing projects.
1.2 The Company shall implement the following activities:
1.2.1 Software operation;
1.2.2 Leather and leather products production;
1.2.3 Wholesale trade to be conducted based on a fee or contract basis;
1.2.4 Car parking lot service.
1.3 The Company shall carry out its activities in accordance with legislation of Mongolia.

SECOND ARTICLE
THE PARTIES
2.1 The Parties of this Agreement shall be as followings:
Telephone/
Official address of the
# Shareholders’ name Document’s number cellphone
shareholders
number

1. Ms. Algirmaa Citizen’s Registration Door # 302, 19-12, ………….

Navchaadelger, a Number: KHI81082969) Achasan road,
citizen of Mongolia Gwangjin district,
Seoul City, Republic of
/Party А/ Korea

2. Mr. Kim Youngman, Passport number: …………………… …………..

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 a citizen of Republic M35758107
of Korea

/Party B/

THIRD ARTICLE
RIGHTS AND OBLIGATIONS OF PARTIES
The Parties shall engage the following rights and obligations:

3.1 Rights and Obligations for “Party A” shall be:

3.1.1 To entitle rights and carry out obligations stated in this Shareholders Agreement,
Charter of the Company (hereinafter referred to as “Charter”) and Company Law
of Mongolia;
3.1.2 To completely execute the obligation as specified in this Agreement and Charter
of the Company;
3.1.3 A company’s executive director shall manage the company’s day-to-day activities
and implement executive management.

3.2 Rights and Obligation for “Party B” shall be:

3.2.1 To entitle rights and carry out obligations stated in this Shareholders Agreement,
Charter of the Company and Company Law of Mongolia;
3.2.2 To completely execute the obligation as specified in this Agreement and Charter
of the Company;
3.2.3 To make investment in the Company according to sub-paragraph 3.1.5 of the
Investment Law of Mongolia.
3.3 Joint obligations of the parties shall be:
3.3.1 The Parties shall provide support and assistance to the Company in purchasing
property, materials, machinery and other items necessary for its operations.
3.3.2 It is prohibited to the Parties to engage in activities that compete with the business
activities of the Company individually or in collaboration with other persons.
3.3.3 Confidential information about the joint venture will not be disclosed to others
and will be kept indefinitely.
3.3.4 To respect the business reputation of other parties.
3.3.5 Other duties prescribed by law.

FORTH ARTICLE
NAME, LOCATION AND POWER OF COMPANY
4.1 The Company shall be named:
- In Mongolian “Эм Си Миракл Глобал Групп” ХХК
- In English “MC Miracle Global Group” LLC

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 Respectively and located in Ulaanbaatar, a Capital city of Mongolia.
4.2 The official address of the Company shall be as follows:
………………………………………

4.3 The Company shall become a Foreign Investment Company, established pursuant to
Mongolian Legislation, after registration of it with State Registration Office.
4.4 The Company has a right to conclude negotiation or agreement with foreign and Mongolian
organization in its own name, acquire property and non-property rights and obligations,
participate to court or/and arbitration as a claimant, a defendant or a third party.
4.5 The Company is not liable for the obligation of its shareholders. Shareholders shall not be
liable for the obligation of the company and shall only be liable to the extent of their shares
in the company.
4.6 The Company shall bear liability with related to the assets or property within the limit of its
all capital.
4.7 The Company may establish its own branches or representative office in country of the
Parties and any other place and/or country.
4.8 The Company shall be obliged to deduct tax from the income transferred to the parties at
the rate prescribed by law and pay it to the budget.

FIFTH ARTICLE
FINANCE
5.1 The Parties shall finance upon mutual negotiation all investments required for conducting
business by the Company.
5.2 The Parties shall certify by entering into a contract from time to time when making an
additional investment and financing to the Company.

SIXTH ARTICLE
SHARE CAPITAL AND OWNER’S EQUITY
6.1. According to sub-paragraph 3.1.5 of the Investment Law of Mongolia, “Party B” shall
invest 100,000 USD in the Company when establishing the Company.
6.2. The share capital of the Company shall be in total value of 342,700,000 tugrug which is
divided into 34270 pieces of shares with par value of 10,000 tugrug per share.
6.3. The investment made when establishing the Company shall be spend for the activities
specified in the Charter of the Company.
6.4. The shareholders shall own the shares through the following ratio:

Issued shares Total share Percent in share

Quantity par capital capital
№ Shareholder’s name
value /by
tugrug/

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 1. Ms. Algirmaa 17477.7 10,000 174,777,000 51 %
Navchaadelger, a
citizen of Mongolia

/Party А/

2. Mr. Kim Youngman, 16792.3 10,000 167,923,000 49 %

a citizen of Republic
of Korea

/Party B/

Total 34270 10,000 342,700,000 100%

6.5. The owner’s equity of Company may amended by the decision of Shareholders meeting
based on that period financial statement, and it shall be noticed to State Registration Office
within 10 days for amending on the Certificate of State Registration.
6.6. Highest Governing Authority of Company or Shareholder meeting may issue the
Certification, evidence of percentage and amount of shares possessed by parties, to the
Parties.

SEVENTH ARTICLE
SHAREHOLDERS MEETING
7.1 The highest authority for the governance of the Company shall be a Shareholders Meeting of
the Company.
7.2 Organization of the Shareholders meeting shall be determined by the charter of the Company
specifically.

EIGHTH ARTICLE
THE EXECUTIVE BODY
8.1. The Executive Director shall manage the Company’s day-to-day activities.
8.2. The Executive Director shall be appointed by the “Party A” itself or its nominee.
8.3. The Executive Director shall work by making an agreement with the shareholders
meeting of the Company.
8.4. The regulation of decision-making process of Executive Body shall be determined as set
forth in the agreement.

NINTH ARTICLE
LABOR FORCE
9.1 Mongolian citizens shall be preemptive to be employed in the Company.

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9.2 The making of the Labor agreement of employee and/or collective agreement, resolution of
labor dispute, issue the salary, reward, compensation, allowance and grant, labor safety and
other matters which related to the labor shall be regulated by the Company in accordance
with Law on Labor of Mongolia and other relevant legislation.
9.3 Any or all matters such as the social insurance, and all types of fees and charges shall be
resolved by the Company pursuant to Mongolian relevant legislation.
9.4 Internal Regulation of the Company shall be developed based on the Mongolian legislation
and it shall be approved by the Executive Director of Company.

TENTH ARTICLE
THE FINANCIAL ACTIVITIES OF THE COMPANY, TAXATION, FINANCING
AND CONTROL
10.1 The financial year of the Company shall begin 1 January (from the incorporated date in
the first year) and end 31 December (for the last year, the liquidated date as specified in
relevant Articles of the Agreement or termination date of the Agreement).
10.2 The Company shall pay, in conformity with the laws of Mongolia, income and other
taxes.
10.3 Financial and statistical records of the Company shall be made in accordance with
Mongolian relevant legislation.
10.4 Relevant taxation authorities and auditing organizations shall have a right to inspect or
monitor the Company’s financial statement and report pursuant to Mongolian relevant
legislation and have a right to enforce for getting relevant documents.
10.5 The external audit organization which has a liability to audit the Company’s finance and
operation shall be elected and appointed by the Shareholders meeting. This audit
organization shall audit the Company’s financial statements and operation more than one
time within a year, and deliver the report, and the Executive Director will submit audit report
to the Shareholders meeting for discussion.
10.6 The audit organization and any auditor appointed by it must be have no relation with
shareholders by the way of any business, siblings or any relation, and independent and
impartial, and shall meet requirements not participating in operation of the Company,
shareholders or their other relevant legal entities by the any kind of way.
10.7 The company may open local currency account and foreign currency account with any
banks in Mongolia. The foreign currency account is opened with any banks of abroad shall
be officially noticed to the Mongol bank and relevant State Taxation Authority.
10.8 Any or all material, raw material, equipment, facility, and other products, and service
and execution which are related to Company’s operation shall be purchased by present
market value.

ELEVENTH ARTICLE
DIVIDENDS DISTRIBUTION

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11.1. Shareholders in the Company may receive dividends in proportion to their shares
holding in the Company according to the Charter of the Company.
11.2. If the Company operated unprofitably, the dividend shall not be distributed up to
reimburse it.

TWELFTH ARTICLE
TERMINATION OF AGREEMENT
12.1. This Agreement may be terminated by the Parties upon mutual decision. In the case of
that termination, the reorganization of company, and term and regulation with respect to
share purchase to third party or to any party must be acknowledged in prior.
12.2. This Agreement shall be terminated in the following cases:
12.2.1. There has been a change in the shareholders composition of the Company;
12.2.2. The Company was dissolved;
12.2.3. The Company is bankrupt.

THIRTEENTH ARTICLE
LIQUIDATION
13.1. The Company shall be liquidated by decision of Shareholders Meeting on the following
grounds:
13.1.1. The Company is bankrupted or is not able to normally operate caused the wasteful
operation of Company;
13.1.2. The liquidation of Company has been resolved based on the mutually
acknowledgement of parties, or other grounds stipulated in Mongolian legislation.
13.2. Court shall liquidate a company on the following grounds:
13.2.1. The Company is bankrupt;
13.2.2. No shareholder can be located; or
13.2.3. In the basis of other ground provided by law.
13.3. In case of the liquidation of Company, the company’s property remaining after debt’s
payment shall be divided equally to the possessed shares, or wholly or partly purchased by
any party, or divided the revenue which arisen from selling the shares to the others.
13.4. In the case of Company has liquidated, the Liquidation Commission shall be appointed by
Shareholders Meeting.
13.5. Right and obligation, regulation of execution of Liquidation Commission shall be
determined by Shareholders Meeting.

FOURTEENTH ARTICLE
LIABILITY
14.1. Any party of this agreement shall compensate any or all damages caused by unperformed
obligation or not duly performed obligation which occurred to other party or to the
Company within the period of demanded by other party.

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 FIFTEENTH ARTICLE
FORCE MAJEURE
15.1. In case of any circumstances such as damage of fire and water, war, armed conflict,
inhibition and any decision for prohibit the import or export by any authority organization,
contagious disease, epidemic disaster, flood, earthquake and any other circumstances which
is not influenced by Party’s operation is arisen which is can hinder the performance wholly
or partly of any party’s obligation, it shall be postponed up to the date of this kind of
circumstances is erased or stopped.
15.2. Either party has a right to renounce this Agreement and shall not request any
compensation from another party when the force majeure circumstance is continued more
than 6 months.
15.3. The party who is not able to perform the own obligation caused this circumstance shall
liable to inform the all process from begin to the end of faced force majeure in time to time
to another party. The evidence of force majeure shall be certified by the governance
authority of that country.

SIXTEENTH ARTICLE
DISPUTE RESOLUTION
16.1. The Parties shall try to solve any disputes, demand, and complaint arising out or in
connection with the implementation, interpretation, breach, duration, extension and
termination of the present Agreement trough amicable means or negotiation securing
mutual respect.
16.2. In case of the parties are not able to resolve amicably within the more than 30 days,
either party shall claim to Mongolian Court for the settlement.

SEVENTEENTH ARTICLE
PREEMPTIVE RIGHT TO PURCHASE
17.1. If any party wishes to dispose or transfer the own shares wholly or separately, it has to
give prior notice of its intention to another holder. The name of the share or/and property,
type, amount and cost of shares, the amount of shares for preemptive right to purchase and
term and condition for purchase shall be determined by this notice.
17.2. In case of the holder with preemptive right to purchase, stipulated in Paragraph 17.1 of
herein, shall not replied written whether purchase or not within 30 days, it shall be deemed
the preemptive right to purchase shares is refused.
17.3. In case of the holder with preemptive right to purchase shares has noticed with respect to
the refusal of purchasing shares or has not noticed within 30 days, the holder, who
recommending to sell the shares, has a right to sell that share, in same term and condition of
preemptive right to purchase share, to third party.
17.4. If any recommendation to purchase the shares has not received after the period of 30
days, the holder, who wishes to sell the shares, has liable to change the cost and condition of

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 deal share and recommend to another party in accordance with the regulation set forth in
herein.
17.5. In case of the purchase recommend is received from third party, the holder must notify
of it immediately to another party. And in case of purchased by third party, the share
purchase agreement and remittance of payment as evidence must be delivered to another
party. If the holder has not executed this liability, another party has a right to refuse the
shares to transfer, and to demand this agreement to deem to be invalid.
17.6. In case of the additional shares are issued by Company, the parties shall have a
preemptive right to purchase it in proportion to the number of the shares held by such
holders.

EIGHTEENTH ARTICLE
TERMS OF THE AGREEMENT
18.1. The validity of this Agreement shall be continued from the date of its establishment to
the change of the shareholder’s composition of the Company or Parties of the Agreement.
18.2. The parties may terminate the Agreement based on the mutual agreement.

NINETEENTH ARTICLE
NOTICES
19.1. Any such communication of parties, notice, documents, information, report, shall be
reciprocally delivered, given or made to an authorized representative or by the address as
follows:
Party A: Citizen’s Address: Cellphone:
Registration
Ms. Algirmaa Number: Door # 302, 19-12, Achasan ……………..
Navchaadelger, a KHI81082969) road, Gwangjin district, Seoul
citizen of Mongolia City, Republic of Korea

Party B: Passport number: Address: Cellphone:

M35758107
Mr. Kim Youngman, …………………… ……………..
a citizen of Republic
of Korea

19.2. Any information, documents, report and other consent shall be deemed to have been
given or made when noticed, delivered, or sent by above address to the representative. The
certified mail must be used for delivering the notice.

TWENTIETH ARTICLE
GOVERNING LAW

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20.1. The contract, validity, implementation, amendment, expiration of this Agreement shall be
regulated in accordance with Mongolian legislation.
20.2. The Company liable to protect the environment in accordance with Mongolian
legislation.

TWENTY FIRST ARTICLE

MISCELLANEOUS
21.1. Any and all other things which are not set forth in this Agreement shall be regulated
pursuant to Civil Code of Mongolia, Company Law and other relevant legislation of
Mongolia.
21.2. If this Agreement will conflict with the Charter of the Company, the provisions the
legislation shall prevail.
21.3. The Parties may add or/and amend this Agreement and this addition or/and amendment
shall be inseparable part of this Agreement.
21.4. The Agreement shall come into force and effect on the date of signed by authorized
persons of Parties and prior to negotiation, documents, memorandum and other
announcement shall be invalid.
21.5. This Agreement is executed in the Mongolian and English languages each four (4)
original copies and each original shall be equally valid. In case of any dispute relating to the
interpretation of the Agreement, the Mongolian text shall prevail.

This Agreement is signed on the December ………, 2024 in Ulaanbaatar city.

SHAREHOLDERS:

Ms. Otgon.N, an authorized representative of Ms. Algirmaa.N , a citizen of Mongolia

__________________ /signature/

Mr. Ganbat.Ts, an authorized representative of Mr. Kim Youngman, a citizen of Republic of Korea
__________________ /signature/

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