Party A: Agricultural Bank of China, Guangdong Branch Party B: Guangzhou World Trade Center Club Ltd.
Exhibit
10.20
Party
A: Agricultural Bank of China, Guangdong Branch
Party
B: Guangzhou World Trade Center Club Ltd.
In
order
to promote the business development of both parties, Party A and Party B,
through friendly negotiation, reached the following agreement over matters
relating to their joint issuance of Golden Harvest World Trade
Card:
1. Coverage
of Cooperation
Adhering
to the principles of resources, benefits and risks sharing, the two parties
will
cooperate in the issuance of their joint credit card, Golden Harvest World
Trade
Card.
2. Name
and
Types of the Card
The
joint
credit card to be issued by the two parties in cooperation will be generally
called Golden Harvest World Trade Card (the same below). In terms of service
function, the joint card is divided into Golden Harvest World Trade Platinum
Card, Golden Harvest World Trade Gold Card and Golden Harvest World Trade
Silver
Card; in terms of cardholder, it is divided into Golden Harvest World Trade
corporate card and Golden Harvest World Trade individual card.
3. Layout
of
Golden Harvest World Trade Card
The
layout of Golden Harvest World Trade Card, to be issued jointly by the two
parties, includes the usage of wordy and logo of Guangzhou World Trade Center
club in the front upper right corner of Party A’s Golden Harvest credit
card.
4. Functions
of Golden Harvest World Trade Card
Along
with all the functions carried by Party A’s Golden Harvest credit card, Golden
Harvest World Trade Card has the functions provided by Party B: global club
membership mutual benefits, online club membership, domestic and international
commercial and trade information, preferential treatment in using club house
facilities and so on. (Please refer to Appendix A for specific
functions.)
5. Responsibilities
of the Two Parties
a. |
Party
A
|
i) |
Responsible
for producing the cards and the expenses incurred in production;
|
ii) |
Responsible
for providing to Golden Harvest World Trade Card cardholders the
various
information services and business services by the World Trade Center
Club
and for fulfilling relevant service
commitments;
|
iii) |
Responsible
for expanding the business account network eligible for the preferential
services provided to Golden Harvest World Trade Card cardholders
and for
fulfilling relevant service
commitments.
|
1
6. Standard
Charge and Distribution of Golden Harvest World Trade Card
a. |
Party
A is responsible for developing the credit card annual fee standard
for
Golden Harvest World Trade Card. Party B is responsible for determining
the annual fee standard for its World Trade Club members. The detailed
standard charges are as follows:
|
Type
of Card
Fee
|
Individual
Silver
Card
|
Individual
Gold
Card
|
Individual
Platinum
Card
|
Corporate
Silver
Card
|
Corporate
Gold
Card
|
Corporate
Platinum
Card
|
World
Trade Club Annual Membership Fee
(Yuan/2years)
|
300
|
500
|
19,200
|
300
|
600
|
28,800
|
Annual
Fee for Credit Card (Yuan/year)
|
20
|
50
|
100
|
20
|
50
|
100
|
(Both
parties have the right to adjust standard charges developed by them
respectively, without notice, according to the market situation.)
b. |
Distribution
World Trade Club Member Annual fees charged to its members by Party
B
belong to and also are to be allocated by Party B itself, who is
responsible for the rationality and rightfulness of the charge.
Credit
card annual fees charge by Parry A to members of World Trade Card
belong
to and are to be allocated by Party A, who is responsible for the
rationality and rightfulness of the
charge.
|
c. |
Charge
Methods of Annual Fee:
|
i) |
When
applying for the new card or replacement card, 2 years’ annual fees for
Golden Harvest World Trade Card credit card will be charged to
the members
by Party A.
|
ii) |
Party
B entrusts Party A to charge World Trade Club annual Party A, Party
B and
the member. The members entrust Party B to authorize Party A in
deducting
membership fees from their Golden Harvest World Trade Card
accounts.
|
iii) |
After
charging the membership fees with authorization from the members,
Party A
will transfer the money into Party B’s deposit account as above. When
there is not enough fund or abnormality in members’ accounts, Party A will
notify Party B promptly. It will be the responsibility of Party
B to
contact its members and Party A will not advance any fund for this
purpose. All the results coming from this will be the responsibility
of
Party B and its members.
|
2
iv) |
Except
faults by Party A, Party B will take charge of it if any member
raises
objection. Disputes between Party B and its members regarding membership
fees will be salved by themselves and has nothing to do with Party
X.
|
x. |
Xxxxxx
Harvest World Trade Card is to be used in special businesses
establishments. Party A shall give to Party B 15% of the processing
fees
obtained front the issuance of the card. Once the number of cards
issued
exceeds 10,000, Party A shall give to Party B 20% of the processing
fees
obtained from the issuance of the card. The above commission shall
be paid
to Party B within 5 days of the monthly
settlement.
|
e. |
For
the above fee charging items, both parties shall provide the other
Party
with related invoices or receipts based on their respective fees
obtained.
The monthly settlement files shall contain the calculation basis
for
related consumption amount as well as the details of related data
and
number of cards issuer.
|
7. Validity
Period of Golden Harvest World Trade Card
The
validity period of Golden Harvest World Trade card is two years.
8. Issuance
of Golden Harvest World Trade Card
The
issuance of Golden Harvest World Trade Cards is the unitary responsibility
of
Party A.
9. Marketing
and Promotion of Golden Harvest World Trade Card
a. |
Both
Party A and Party B shall use their own resources to provide support
for
marketing and promotion of Golden Harvest World Trade Card. Related
promotional documents for Golden Harvest World Trade Card must
be verified
by both parties.
|
b. |
Party
A will publicize and popularize Golden Harvest Word Trade Card
through the
credit card statements of the Agricultural
Bank.
|
c. |
All
bank branches and outlets of Party A must accept applications for
Golden
Harvest World Trade Card.
|
d. |
Party
A will set out related advertising sheets and posters in its branches
and
outlets to promote Golden Harvest World Trade
Card.
|
e. |
Party
A will promote Golden Harvest World Trade Card with all its corporate
clients and individual clients.
|
3
f. |
Party
B will promote Golden Harvest World Trade Card with owners and
tenants in
Goldlion Digital Network Center
Building.
|
g. |
Party
B will publicize and popularize Golden Harvest World Trade Card
through
its strategic alliance.
|
h. |
Party
B will set up a special marketing team to publicize and popularize
Golden
Harvest World Trade Card.
|
i. |
Party
B will release promotional information on “xxx.xxxxxxxx.xxx” and also
through its press releases.
|
10. Copyright
of Golden Harvest World
Trade Card
Intellectual
properties based on Golden Harvest World Trade Card belong to Party
A.
11. Confidential
Clauses
a. |
Both
parties have obligations to maintain the confidentiality of data
about
approved Golden Harvest World Trade Card clients known to them.
They
should not disclose client data. Otherwise the party who discloses
such
data will have to take all the responsibilities coming from
this.
|
b. |
As
to the business secrets of the other party known throughout the
cooperation process, both Party A and Party B have the obligation
to keep
it confidential. Either party, who discloses the other party’s business
secrets to the third party and causes losses to the other party,
will have
the liability for the losses.
|
c. |
These
confidential clauses will always be valid despite the changes,
renouncement or termination of the cooperation between the two
parties.
These confidential clauses will still be binding on both parties
after the
completion of the present contract.
|
12. Effect
of the Contract
The
present contract has four copies, with two for Party A and two for Party
B. The
contract must be signed by the legal representatives or authorized trustees
of
the two parties and affixed with official seals and then go into effect on
the
date when it is approved by the headquarters of Party A.
13. Fulfillment
of the Contract
This
contract will be valid for four years, counting from the date when it is
in
effect. Within two months before the contract carves to an end, it will be
automatically renewed for another term, that is, four years if there is no
written objection from either Party A or Party B.
4
14. Addition,
Changes and Termination of the Contract
Topics
than are not covered in this contract may be included into an additional
agreement after negotiation between the two parties.
If
either
Party A or Party B needs to make changes to certain articles in this contract,
it should give the other party 30-day written notice. The changes can only
be
made after the two parties negotiate and reach a written agreement.
After
the
agreement takes effect, should either Party A or Party B wish to terminate
the
present agreement prior to the expiration date without justifiable reason,
a
30-day written notice shall be delivered to the other Party and written approval
obtained from the party before termination takes effect. In such a case,
the
responsible party shall shoulder the responsibilities entailed in advance
termination of the agreement and compensate the other party for any
losses.
15. Settlement
of Disputes
If
any
loss is incurred due to either party’s failure to fully and appropriately
fulfill the obligations or legal obligations agreed upon in this contract,
the
violating party shall be responsible for any compensation.
For
any
dispute that occurs during the implementation of the present contract, Party
A
and Party B shall try to settle it through consultation. In case of failure
in
consultation, either party is entitled to bring the case to the local court
where the contact was signed.
16. Others
a. |
Golden
Harvest World Trade Card is to be used in accordance with “Regulations of
Golden Harvest Credit Card (prepaid debit card) of Agricultural
Bank of
China”, “Application and Use Regulations of Golden Harvest Credit Card
(prepaid debit card) of Agricultural Bank of China” as well as rules and
regulations regarding related bank card business at People’s Bank of China
and Agricultural Bank of China.
|
b. |
The
cooperation of Golden Harvest World Trade Card shall be in the
light of
this contract. Specific articles of cooperation will be included
in a
separate agreement.
|
c. |
Bad
debts and loans incurred from the expenses or withdrawals by Golden
Harvest World Trade Card cardholders will have nothing to do with
Party B.
It’s the sole responsibility of Party A to demand for the payment
from the
cardholders.
|
d. |
Additional
agreement and appendices are components to complete this
contract.
|
e. |
Additional
service functions covered in this additional agreement should improve
towards perfection.
|
f. |
After
denouncement or termination of this contract, it’s the sole responsibility
of Party B to deal with the relationship between itself and its
club
members, which includes hut is not limited to that of creditor’s right and
liabilities. Party B will be responsible for all disputes incurred
from
it.
|
5
Party
A:
Agricultural Bank of China, Guangdong Branch
Director
(or authorized proxy):
Party
B:
Guangzhou World Trade Center Club Ltd.
Director
(or authorized proxy):
Date
when
Contract signed: April 30, 2003
Place
where Contract signed: Guangzhou, China
6
Appendix
A
Table
of Membership Treatment for Cardholders of Golden Harvest World Trade Platinum
Card,
Gold Card and Silver Card and Related Preferences
Cardholders
of Golden Harvest World Trade Platinum Card, Gold Card and Silver Card enjoy
treatment and related preferences specially provided by Party B to its members.
Party B has the right to change the following membership fees, membership
treatment and related preferences according to practical conditions but can
not
cut down any original services:
1. Golden
Harvest World Trade Platinum Card Members
The
eligibility of applicants for both individual cards and corporate cards must
be
verified by Agricultural Bank of China Guangdong Branch. Applicants for
individual cards shall pay extra 19,200 yuan of admission fee, and applicants
for corporate cards shell pay extra 28,800 yuan (for each claimer) of admission
fee. Additional 12,800 yuan is required for each additional claimer in order
to
become a Golden Harvest World Trade Platinum Card member. (Admission fee
will
have 20% off the current price for two years membership).
Along
with all the functions of Golden credit card provided by Party A, a Golden
Harvest World Trade platinum Card member can also enjoy the following functions
provided by Party B:
a. |
Automatically
registered as a member of Global World Trade Center Association
and
honorably enjoying distinguished guest treatment in more than 300
World
Trade Center Club Associations all over the
world;
|
b. |
Enjoying
a personal email account and online virtual showrooms (with limited
free
space) on xxx.xxxxxxx.xxx, which can be used to deliver product
information and solicit business cooperation partners around the
world,
and doing B2B and M2M trading activities via platforms on ;
|
c. |
Enjoying
personalized services provided periodically and specially for members
in
specific periods by the club, for example, presenting a birthday
cake to a
club member every year, a bottle of red wine every month (it can
only be
enjoyed within. the club in the month and can not be accumulated)
and so
on;
|
d. |
Receiving
Platinum membership rate to participate in lecturers, conferences,
trainings, product exhibition and information exchanges organized
by
Global World Trade Center Club
Association.
|
e. |
Receiving
Platinum membership rate to participate in domestic and overseas
study
group activities organized by World Trade Center Club Association
for the
purpose of market development and business
exchanges.
|
7
f. |
Receiving
Platinum membership rate to participate in regular or non-periodical
business exchanges, lectures, professional training programs and
member
socializing activities organized by World Trade Center Club
Organization.
|
g. |
Enjoying
the privilege of using the Western restaurant, wine bar, cigar
bar and
brand name wine bar on the third floor of the club at 15%
discount.
|
h. |
Enjoying
Imperial Court Chinese restaurant on the fifth floor of the club
at 15%
discount.
|
i. |
Accessing
the fitness center and beauty saloon of the club at 15%
discount.
|
j. |
Renting
the intelligence offices, virtual offices and multi-functional
meeting
halls on the fourth floor of the club at 15%
discount.
|
k. |
Enjoying
at a discount the global hotel and flight reservation services
offered by
the strategic alliances of the
club.
|
l. |
Enjoying
the services and facilities of Hong Kong New Hung Kai Croup’s advanced
business clubs: Xxxx Xxxx Xxxxx Xxxxx Xxxx, Xxxx Xxxx Millennium
City Club
and Hong Kong Hong Lok Yuen Country Club; enjoying the services
jointly
provided by Guangzhou Masters International Gulf Country Club,
Shunde
Royal Orchid International Golf Club, South Sea Golf
Club.
|
m. |
Enjoying
other value-added services and discount treatment offered by the
strategic
alliances of World Trade Center Club
Association.
|
n. |
For
those Golden Harvest Platinum cardholders wishing to upgrade themselves
to
become five-year or permanent members of the World Trade Center
Club
Association, their paid membership fees can be used toward the
new
membership fees.
|
2. Golden
Harvest World Trade Card
Those
applying for a Golden Harvest Word Trade Gold Card must go through qualification
inspection conducted by Guangdong Branch of Agricultural Bank of China. Golden
Harvest World Trade Gold Card cardholders will have the benefits of all the
features that come with a Golden Harvest credit card. In addition, they can
also
enjoy the benefits of the following features:
i) |
When
applying to join Guangzhou World Trade Center Club, Golden Harvest
World
Trade Gold Card cardholders will enjoy 10% membership
discount.
|
8
ii) |
Enjoying
online membership of xxx.xxxxxxxx.xxx, personal email account as
well as
online virtual showrooms (with limited free space), which can be
used to
deliver product information and solicit business cooperation partners
around the world. B2B and M2M trading activities can also be conducted
on
the platform of xxx.xxxxxxxx.xxx.
|
iii) |
Sharing
the resources of the global 700,000 members by way of xxx.xxxxxxxx.xxx
or
through participating in the activities at World Trade Center Club
Association.
|
iv) |
Enjoying
the most updated Information services on international business
trade,
including worldwide local products and services, market situation,
government regulations, business connection, as well as information
on
production, distribution and service
providers.
|
v) |
Receiving
gold card membership rate to participate in lectures, conferences,
trainings, product exhibition and information exchanges organized
by
Global World Trade Center Club
Association.
|
vi) |
Receiving
gold card membership rates to participate in domestic and overseas
study
group activities that World Trade Center Club Association organizes
for
the purpose of market development and business
exchanges.
|
vii) |
Enjoying
the global hotel and flight reservation services offered by the
strategic
alliances of the club.
|
viii) |
Enjoying
the services and facilities of Hong Kong New Hung Kai Group’s advanced
business clubs: Xxxx Xxxx Xxxxx Xxxxx Xxxx, Xxxx Xxxx Millennium
City Club
and Hong Kong Hong Lok Yuen Country Club; enjoying the services
jointly
provided by Guangzhou Masters International Golf Country Club,
Shunde
Royal Orchid International Golf Club, South Sea Golf
Club.
|
ix) |
Enjoying
other value-added services and discount treatment offered by the
members:
10% discount on a minimum of 80 meal packages in a two-year
period.
|
(1) |
Western
restaurant, wine bar, cigar and brand name wine bar on the third
floor of
the club.
|
(2) |
Imperial
Court Chinese restaurant on the fifth floor of the
club.
|
(3) |
Fitness
center and beauty saloon at the
club.
|
(4) |
Renting
the intelligence offices, virtual offices and multi-functional
meeting
halls on the fourth floor of the
club.
|
9
3. Golden
Harvest World Trade Silver Card
a. |
When
applying to join Guangzhou World Trade Center Club, Golden Harvest
World
Trade Silver Card cardholders will enjoy 5% membership
discount.
|
b. |
Enjoying
silver card membership take to participate in lectures, conferences,
trainings, product exhibition and information exchanges organized
by
Global World Trade Center Club
Association.
|
c. |
Receiving
silver card membership rate to participate in domestic and overseas
study
group activities that World Trade Center Club Association organizes
for
the purpose of market development and business
exchanges.
|
d. |
Enjoying
the global hotel and flight reservation services offered by the
strategic
alliances of the club.
|
e. |
Enjoying
other value-added services and discount treatment offered by the
Strategic
Alliance of World Trade Center Club
Association.
|
f. |
Receiving
as a present the temporary membership from Guangzhou World Trade
Center
Club (to be used together with Golden Harvest World Trade Silver
Card).
When consuming at Guangzhou World Trade Center Club, temporary
members are
entitled to the same level of treatment as club members: 10% discount
on a
minimum of 30 meal packages in a two-year
period.
|
i) |
Western
restaurant, wine bar, cigar and brand name wine bar on the third
floor of
the club.
|
ii) |
Imperial
Court Chinese restaurant on the fifth floor of the
club.
|
iii) |
Fitness
center and beauty saloon at the
club.
|
iv) |
Renting
the intelligence offices, virtual offices and multi functional
meeting
halls on the fourth floor of the
club.
|
v) |
Enjoying
the services and facilities of Hong Kong New Hung Kai Group’s advanced
business clubs: Xxxx Xxxx Xxxxx Xxxxx Xxxx, Xxxx Xxxx Millennium
City Chub
and Hong Kong Hong Lok Yuen Country Club; enjoying the services
jointly
provided by Guangzhou Masters International Golf Country Club,
Shunde
Royal Orchid International Golf Club, South Sea Golf
Club.
|
10