Cooperation Agreement
Party
A: Beijing
CNET Online Advertising Co., Ltd.
Party B:
Shanghai Borong Dingsi Computer Technology Co., Ltd.
Party A
and Party B formed the intent of cooperation and reached the following agreement
with regards to Party A’s investment in and control of equity in Party B and its
business of “Internet Banking Outdoor Commercial Screens” for China Construction
Bank’s domestic internet sites.
Section
1: Scope of Cooperation
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Through
friendly negotiations, Party A agrees to invest RMB4,000,000 in Party B
for the purpose of purchase of the hardware of the Internet Banking
All-in-One Engine for its internet banking project; Party B shall invest
RMB1,000,000 for its daily operation. After the investment, Party A holds
51% of Party B’s total shares, the board of directors of Party B shall be
elected by Party A. The board of directors shall manage Party B’s business
directions and goals.
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Section
2: Terms of Cooperation
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1.
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This
Agreement shall be effective from the signing of this Agreement. Party A
shall remit RMB1,500,000 to Party B’s designated domestic account within 5
business days, which amount shall be the
deposit.
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2.
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Party
B promises to complete its domestic legal structure prior to December 31,
2008, and obtain the certificate of establishment and other relevant
approvals from the Chinese State Administration of Industry and Commerce,
then Party A shall remit RMB2,500,000 to the designated account in
accordance with other arrangement agreed to by both
parties.
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3.
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Because
Party B does not possess the capability for advertising business, the
Parties agree that the revenue from advertising business shall remit to
the account of Party A and Party B shall not run the advertising
business.
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Section
3: Covenants of Board of Directors and Executive Officers
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1.
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Party
A shall appoint two representatives to the Board of Directors of Party B.
Party A’s representative shall be the President of the Board and Party B
shall appoint the CEO. Party A shall appoint two directors and Party B
shall appoint one director to the
Board.
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2.
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After
the set-up of the Board, the Board shall nominate executive officers and
arrange the organizational structure and senior executives of the company.
The right to appoint and remove any senior executive above the office of
vice president shall rest with the
Board.
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3.
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Party
A shall have one veto vote for such major decisions of the company as
mergers and acquisitions, external investment,
etc.
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Section
4: Covenants of Financial Management
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1.
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The
Parties shall manage the financials of the company according to the
financial management system put forward by Party A’s strategic investor
and Hong Kong accounting standards and require the company to operate the
business strictly in accordance to the new accounting
rules.
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2.
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The
Parties agree that the major operation of the company shall be based
domestically. The accounting methods and tax reporting forms shall follow
the accounting regulations of the Chinese government. If there is to be
any inconsistency, the Parties agree to negotiate a
solution.
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3.
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From
the date when Party A agrees to invest in Party B, Party A may appoint an
accounting executive to participate in the daily operation of Party B and
the establishment of standard service
fees.
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Section
5: Rights and Obligations of Party A
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1.
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Party
B shall provide Party A with comprehensive legal files and the company’s
files. Party B shall cooperate fully in providing what Party A needs such
as the legal structure and preparation of instruments, to preserve the
timely upgrade of legal files of the Beijing CNET Online Media
Group.
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2.
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Party
B shall cooperate fully with Party A in providing marketing statistics of
the company and manuals.
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3.
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Party
B promised not to provide any company or individual with any intellectual
property documents and statistics (including software discs, user manuals,
technical documents, etc.)
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4.
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After
Party A provides and promotes client contracts and related statistics,
Party B shall provide external contracts strictly according to this
Agreement in order to ensure the normal operation of company clients and
shall not utilize any external contracts not agreed to by the Parties in
order to complete the company’s legal files and minimize any legal risks
for the company.
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5.
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Party
B shall provide any related legal files for any change in Party B’s
employees and recruitment, removal, change of positions, etc. For its
current employees, it shall make labor contracts according to the
applicable laws and regulations of the Chinese government, provide them
with the three insurance and social security and in the meantime improve
the wage withholding system and promise to provide timely updated
personnel files to Party A.
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Section
6: Rights and Obligations of Party B
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1.
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According
to the agreements of the Parties, Party A shall have the exclusive right
and require Party B not to engage in any activity harmful or not agreed to
by the Parties or to disclose any information disadvantageous to Party
A.
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2.
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Party
B shall cooperate fully with Party A in conducting public relations,
promotion and marketing activities.
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3.
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In
the promotion and marketing of capital markets, Party B shall utilize the
marketing statistics, manual and medial resources provided by Party
A.
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4.
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Party
B shall adhere strictly to requirements when using Party A’s trademarks,
domain names and web sites’ names, and to keep complete and confidential
the data provided by Party A.
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Section
7: Confidentiality
The
Parties shall keep confidential the terms of this Agreement and all matters
related to the implementation thereof and the duty of confidentiality applies to
all matters learnt during the course of cooperation and any other related
commercial secrets.
Section
8: Breach
If there
is breach to this Agreement, then lawsuits should be filed in Beijing according
to the place of Agreement.
Section
9: Dispute Resolution
If there
is any dispute in the implementation of this Agreement, the Parties shall first
resort to full negotiation and arbitration, and if unsuccessful, any Party may
file lawsuits in Beijing according to the place of Agreement.
Section
10: Amendment and Supplement
Any
amendment and supplement to this Agreement shall be only valid after the written
confirmation by both Parties.
Section
11: Effectiveness
This
Agreement shall be effective after the signing by both Parties and has four
counterparts, which each Party holds two copies having the same validity and
enforceability. Any written supplemental agreement shall have the same validity
and enforceability.
Party A
(Seal): Beijing CNET Online Advertising Co., Ltd.
/s/
Xxxxxxx Xxxxx
Signature
of Authorized Representative: Xxxxxxx Xxxxx
July 8,
2008
Party B
(Seal): Shanghai Borong Dingsi Computer Technology Co., Ltd.
/s/ Hai
Cui
Signature
of Authorized Representative: Hai Cui
July 8,
2008
