Contract for Transfer of Outdoor Billboards
Exhibit 10.1
Party A:
Shanghai Haosheng Advertising Co., Ltd.
Address:
Section B, Building 22, Xx. 00, Xxxxxxxxxx Xxxx, Xxxxxx Xxx Xxxxxxxx, Xxxxxxxx,
Xxxxx
Tel:
000-00000000 Fax：000-00000000
Legal
Representative:
Party B:
Shanghai Vastitude Advertising & Media Co., Ltd.
Address:
Tel: Fax:
Legal
Representative: Ma Ming
Whereas:
1. Shanghai
Haosheng Co., Ltd. (Party A), as the owner of the five billboards as set out in
Article 1 of this Contract and the relevant rights to advertisement operation
(hereinafter “Target Outdoor Billboards and Relevant Rights of Advertisement
Operation”), has right to use the Target Outdoor Billboards to release
commercial advertisements;
2. Shanghai
Vastitude Advertising & Media Co., Ltd. (Party B) is a qualified operator of
outdoor advertisements;
3. Party A
wishes to transfer the Target Outdoor Billboards and all relevant rights of
advertisement operation to Party B (“Relevant Rights of Advertisement Opertion”)
and Party B wishes to accept such transfer;
4. The outdoor
advertising contracts that have been previously signed by Party A with respect
to the Target Outdoor Billboards (hereinafter the “original advertising
contracts”) are attached hereto as Appendix I and the contracts for site
occupancy that Party A has signed with respect to the Target Outdoor Billboards
(hereinafter the “original contracts for site occupancy”) are attached hereto as
Appendix II;
Through
friendly consultation, Party A and Party B have reached the agreement as follows
under the principles of mutual benefit and reciprocity:
I.
Information about Target Outdoor Billboards
| Serial No. |
location
|
Form
|
Area
|
|||
| No. 7 |
south
side of Welcome Boulevard and southeast of Far East Boulevard
Overpass, Pudong Airport,
|
triple-sided
single-column aerogun-shaped sign
|
18M（W）X7M（H）X 3=378
m2
|
|||
| Xx. 0 |
xxxxx
xxxx xx Xxxxxxx Xxxxxxxxx and east of Chuan Xxx Xxxx Gong Road, Pudong
Airport
|
double-sided
single-column aerogun-shaped sign
|
18M（W）X6M（H）X 2=216
m2
|
|||
| Xx. 00 |
Xxxxx
xxxx xx Xxxxxxx Xxxxxxxxx and 600 meters west of Chuansha Road, Pudong
Airport
|
double-sided
single-column aerogun-shaped sign
|
18M（W）X6M（H）X 2=216
m2
|
|||
| Xx. 00 |
xxxxx
xxxx xx Xxxxxxx Xxxxxxxxx and east of Huadong Road Overpass,
Pudong Airport,
|
double-sided
single-column aerogun-shaped sign
|
18．6M（W）X6.3M（H）X
2=216m2
|
|||
|
in front of
Bank of China
Tower, Lujiazui Metro Plaza,
|
four-sided
sign, spray paint and three sides rotated
|
three
side rotation 21M（W）X6.M（H）=126m2,
fixed
picture：6M（H）X（20M+11.5M+8.5M）(W）=240m2
|
There are
five Target Outdoor Billboards in total and they are to be used by Party B to
release commercial advertisements.
II.
Subject of Transfer
The
Parties agree that, Party A hereby transfers its title to all of the Target
Outdoor Billboards and Relevant Rights of Advertisement Operation as set forth
in Article 1 to Party B in consideration of Sixteen Million
RMB.
III.
Representations and Warranties
1. Party A
represents that, it is a company duly incorporated in China and currently is the
rightful owner of the Target Outdoor Billboards and the Relevant Rights of
Advertisement Operation; it has the right to transfer such Target Outdoor
Billboards and the Relevant Rights of Advertisement Operation to Party B (which
means Party A has right to enter into and to consummate the transaction
contemplated hereunder).
2. Party B
represents that: it is a company duly incorporated in China and is duly
qualified to design, produce and release advertisements and serve as advertising
agent in China for domestic and foreign clients and has right to enter into and
to consummate the transaction contemplated hereunder.
3. Each of the
Parties warrants that the execution and performance of this Contact and the
transaction contemplated hereunder will not in any way contradict the laws of
the People’s Republic of China or any valid agreement between either Party
hereto and third party.
IV
Transfer of Ownership
1. Party A
agrees that it will coordinate the relevant matters with the existing
advertisers with respect to the Target Outdoor Billboards and shall transfer the
rights and obligations of Party A under the original advertising contracts to
Party B within 7 working days of execution of this Contract.
2. Party A
agrees that it shall coordinate the relevant matters with the owner or holder of
use right of the site occupied by the Target Outdoor Billboards and shall
transfer the rights and obligations of Party A under the original contracts for
site occupancy to Party B within 7 working days of execution of this
Contract.
3. Party A
agrees that, subject to execution of this Agreement and first installment of the
payment hereunder made by Party B, Party A shall deliver the Target Outdoor
Billboards to be transferred hereunder to Party B on July 1, 2010 (the “Delivery
Date”) and from then on Party B shall have right to operate and use such
transferred billboards at its own discretion.
4. The total
prices of the original advertising contracts were RMB 7,300,000; as of June 30,
2010, Party A received RMB3,720,000 for advertisement releases under such
contracts and RMB2,052,328 was due to Party A as of the Delivery Date (June 30,
2010)under such contracts. The advertising fee of RMB1,667,672 accrued following
June 30, 2010 which has been received by Party A shall be set off against the
transfer price to be paid by Party B hereunder;
5. Given that
the Shanghai government has temporarily suspended review and approval of outdoor
advertisements, Party A shall assist Party B in obtaining all approvals required
hereunder after resumption of such review and approval.
6. As from the
Delivery Date, the occupancy fees under the contracts for site occupancy between
Party A and the right holders with respect to the sites occupied by the Target
Outdoor Billboards shall be paid by Party B on such terms and in such amounts as
specified by such contracts; and the occupancy fees accrued prior to the
Delivery Date, i.e. RMB：843,488, shall be
paid by Party A.
7. Party A agree
that it shall make reasonable efforts to assist Party B in securing all
approvals for release of outdoor advertisements in Shanghai, so that Party B
will be able to lawfully operate and use the Target Outdoor Billboards
transferred.
8. All charges
incurred by each Party with respect to the transaction contemplated hereunder
shall be paid by each Party respectively.
9. The
Parties agree that, as from the Delivery Date, Party B shall become the rightful
owner of the Target Outdoor Billboards and the Relevant Rights of Advertisement
Operation.
V. Payment of Transfer Price
The
Parties agree that Party B shall pay 50% the transfer price to the account of
Party A as designated below within 7 working days of the transfer day, i.e. RMB
7,166,164;
The
Parties agree that Party B shall pay the remaining 50% the transfer price to the
account of Party A as designated below within 7 working days of the day when all
rights and obligations of Party A under the original advertising contracts and
original contracts for site occupancy have been transferred to Party B, i.e. RMB
7,166,164;
Bank
account information of Party A:
Name of
account:
Bank:
Account
No.:
VI.
Obligations of Party A
1. Party A shall
represent and warrant that it owns the full ownership of the Target Outdoor
Billboards as of the date of the transfer of the same hereunder and the
representations and warranties it has made hereunder are true, correct and
complete;
2. Party A
represents and warrants that it has fulfilled all and any agreement of any kind
between Party A and any third party with respect to the Target Billboards prior
to the execution of this Contract with Party B, and that there is no outstanding
or pending liabilities, disputes, controversies, proceedings or administrative
penalties with respect to the Target Outdoor Billboards.
3. Party A
represents and warrants that, there is no proceedings or other rights or
disposals with respect to the Target Outdoor Billboards and the land or house
property they occupy arising at any time prior to execution of this Contract
with Party B. Such rights and disposals include but are not limited
to transfer, pledge, mortgage, delegated management and conveyance of all or
part of rights attached to the Target Outdoor Billboards and the land they
occupy.
4. Party A shall
ensure that the Target Outdoor Billboards and the ancillary facilities
(including without limitation lighting and electricity supply systems)thereto
are in good order when they are delivered to Party B and guarantee the
sufficient and uninterrupted electricity supply for the Target Outdoor
Billboards after they are transferred to Party B.
5. Party A shall
guarantee the Target Outdoor Billboards are in safe condition and in compliance
with national and local safety standards and requirements; in the event of any
accident in relation to the Target Outdoor Billboards, Party A shall be liable
for the consequence (and Party A shall present Party B with the safety
inspection report regarding the billboards).
6. Party A shall
perform its obligations hereunder according to the terms of this
Contract.
7. In order to
guarantee the rights of Party B under this Contract with respect to the Target
Outdoor Billboards, Party A shall continue to provide the related facilities and
assistances to Party B following the transfer of the billboards to Party
B.
VII.
Obligations of Party B
1. Party B shall
pay the transfer price hereunder in a timely manner in accordance with the terms
of this Contract;
2. Party B shall
warrant that the advertisements it is to release are true and valid and in
compliance with the applicable laws and regulations;
VIII.
Liabilities for Breach of Contract
1. Party A shall
pay 10% of the transfer price as penalty to Party B if it has breached any
provision of Article 6; if the penalty is insufficient to make up for the loss
caused to Party B, Party A shall pay damages to Party B; at the same time Party
B shall have right to terminate this Contract and the termination shall take
effect when the termination notice of Party B is served with Party A; and Party
A shall refund the transfer price that it has received from Party B to Party B
once this Contract is so terminated.
2. Party B shall
pay 10% of the transfer price as penalty to Party A if it has breached paragraph
1 of Article 7.
3. Party B may
demand refund of all or part of the transfer price it has paid to Party A if
Party B could not lawfully operate all or part of the Target Outdoor Billboards
after the payment of the transfer price, and in such case it shall have right to
terminate this Contract with effect from the date when its written notice of
termination is served with Party A. The breaching party shall still be liable
for the breach in accordance with the terms of this clause following the
termination.
IX. Other
provisions
1. The Parties
shall otherwise negotiate any matter not addressed herein; appendices hereto is
an integral part hereof and shall be equally effective as the main body of the
Contract.
2. This Contract
shall take effect upon execution by both Parties. This Contract is signed in
four copies with equal force, two for Party A and the other two for Party
B.
3. Party A and
Party B shall endeavor to resolve any dispute arising out the performance of
this Contract through friendly consultation; if it could not be resolved through
consultation within 30 working days, either Party may submit the dispute to
Dalian Arbitration Committee for arbitration in accordance with its arbitration
rules then in effect.
（the remainder of
the page is intentionally left blank.）
(signature
page)
Party A:
Shanghai Haosheng Advertising Co., Ltd.
Legal
Representative: /s/ Signed
Party B:
Shanghai Vastitude Advertising & Media Co., Ltd.
Legal
Representative: /s/ Signed
IN
WITNESS WHEREOF, this Contract has been concluded in Shanghai at____(time) on
July 8, 2010(date).
