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AMENDED AGREEMENT
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TO ESTABLISH AND OPERATE
COHY COMMUNICATIONS LTD., A CO-OPERATIVE JOINT VENTURE
This AGREEMENT (referred to herein as the "Agreement") is entered into
as of this _____ day of October, 2001
AMONG: ZHONG-XXX XXXX COMPANY, a privately-owned company in China
(referred to herein as "ZNT"),
AND CHINA COHY COMMUNICATIONS CORPORATION, a USA corporation
incorporated in Delaware (referred to herein "CCCC"),
AND COHY ENTERPRISE INVESTMENT COMPANY, LTD., a privately-
owned company in China (referred to herein as "CEIC"),
AND FAR EAST COMMUNICATIONS CORPORATION, a corporation formed
the laws of Mauritius and a wholly-owned subsidiary of
CCCC (referred to herein as "CCCC").
WHEREAS, ZNT, CEIC and CCCC previously entered into that certain
Agreement to Establish and Operate Cohy Communications Ltd., a co-operative
joint venture to develop, market and operate a wireless railway TV system
(referred to herein as the "Railway TV System") dated April 10, 2000, for the
purpose of agreeing to establish and operate a Co-operative Joint Venture
(referred to herein as the "April 10, 2001 Agreement") to be named Cohy
Communications Ltd. (referred to herein as "CCL"); and
0833.0042
A. WHEREAS, ZNT, CEIC and CCCC have made great progress in developing
the enterprise and planning and structuring the proposed co-operative joint
venture, and CEIC has made great progress in installing and operating the
Railway TV System on at least two trains in China; and
B. WHEREAS, as a result of the planning and progress to date, ZNT, CEIC
and CCCC now propose a number of modifications to the April 10, 2000 Agreement
referred to above; and
C. WHEREAS, the parties now wish to enter into this Agreement to reflect
their revised plans for establishing and operating the proposed co-operative
joint venture.
NOW THEREFORE IT IS HEREBY AGREED among the parties hereto in
consideration of the mutual covenants and agreements hereinafter contained;
1. ZNT, CEIC and CCCC hereby agree that the aforementioned April 10,
2001 Agreement is rescinded and replaced in its entirety by this Agreement.
2. The parties hereto covenant and agree that CCCC and CEIC shall cause
to be incorporated a co-operative joint venture (sometimes referred to herein as
the "JVC") under the laws of the People's Republic of China (referred to herein
as the "PRC"), with its operations in China, with Articles of Incorporation and
Bylaws to be agreed upon, to be named Cohy Communications Ltd., with a life span
of 30 years.
3. The parties hereto covenant and agree the primary purpose for
establishing the JVC is to assume the Railway TV System development, production,
installation, sale, leasing and maintenance project from CEIC which has funded
this project to date.
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4. The organizational form of the joint venture company (referred to
herein as the "JVC") shall be a limited liability company formed under the laws
of the PRC. Each party shall be liable to the JVC to the extent of the amount of
its subscribed capital. The JVC shall be liable for its debts to the extent of
all of its assets. The profits, risks and losses of the JVC shall be shared by
the parties pursuant to the terms of this Agreement and the Joint Venture
Contract to be entered into.
5. The objective in business of the JVC shall be to make advanced
television systems available to the railway trains and stations of the PRC by
utilizing advanced technology including, but not limited to, the documentation,
test results, contracts, facilities and personnel to be obtained from CEIC and
to engage in such other business as the parties may agree from time to time.
6. The parties agree that CCL will acquire certain technologies, rights
and assets of CEIC as further provided herein and enter into a strategic
alliance with CEIC for the purpose of providing CCL with ongoing expertise,
personnel and technology to manage and operate its business in an effective and
profitable manner.
7. The total registered capital of the JVC shall be USD150,000 of which
CEIC shall assign it's assembly line and all equipment related to the assembly
and manufacturing line to form its contribution of USD15,000 and shall receive
in return ten (10) percent of the initial capital of the JVC and CCCC shall
contribute USD135,000 in cash and shall receive in return ninety (90) percent of
the initial capital of the JVC. CEIC shall contribute its share of the
registered capital of the JVC within three (3) months after the business license
of the JVC is issued. CCCC shall contribute its share of the registered capital
of the JVC as follows:
7.1 USD135,000 within three (3) months after the business license of the
JVC is issued.
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8. The board of directors of the JVC shall comprise three members of
which one shall be appointed by CEIC and two shall be appointed by CCCC. The
chairman of the board of directors shall be appointed by CCCC and the vice
chairman by CEIC.
9. The parties agree that if any party contributes more or less than the
contributions described herein, the voting rights and percentage ownership of
the JVC shall be adjusted accordingly.
10. CEIC represents that it holds all right, title and interest to the
business, technology, know-how, contracts and agreements relating to the Railway
TV System. These rights include: the rights to use the name "Cohy" in connection
with carrying on the business of the Railway TV System and all rights to the
technology, inventions, patent applications, issued patents, know-how,
documentation, test results, contracts relating to the development, testing,
installation and operation of the Railway TV System including (1) all rights to
manufacture, sell, lease, install and operate the Railway TV System and each of
its components; (2) all patent applications and issued patents relating to the
Railway TV System; (3) all contracts for the development, installation,
operation of the Railway TV System; (4) the software, source codes, manuals and
papers relating to the Railway TV System; (5) all equipment developed and
produced relating to the Railway TV System. These rights are referred to herein
as "the Rights". Upon formation of the JVC, CEIC will grant to CCL the exclusive
worldwide right to use the Rights for the duration of the JVC for the purpose of
carrying on the business of the JVC.
11. Upon formation of the JVC, CCCC will issue to Xx. Xxxxx 500,000
shares of its common stock in consideration for the expenses previously incurred
by Xx. Xxxxx and the grant of the license by CEIC to CCL referred to in
Paragraph 10 hereof.
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12. The parties further acknowledge that this Agreement reflects the
understanding of the parties and that further documents shall be necessary to
effect the incorporation of CCL. The parties agree to use their best efforts to
assist, as may be required, in the formation of CCL and the obtaining of the
approval and consent of the regulatory authorities of the PRC, USA according to
the terms and conditions of this Agreement and to provide such documents as may
be reasonably required to evidence such approval and consent.
13. This Agreement and any subsequent agreements shall be construed and
interpreted under the laws of the PRC.
IN WITNESS WHEREOF the parties hereto set their hands, on the date set
forth above.
/s/
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ZHONG-XXX XXXX COMPANY
By Xx. Xxxxx Min, Chairperson
/s/
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CHINA COHY COMMUNICATIONS CORPORATION
By Xx. Xxxxxx Xxxxxx, Chairman
/s/
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COHY ENTERPRISE INVESTMENT COMPANY
By Xxxxx Xxx, Chairman
/s/
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FAR EAST COMMUNICATIONS CORPORATION
By Xxxxxxx Xxx Director
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