Joint Venture Agreement
Exhibit
10
Party
A:
Greater China Media and Entertainment Corp., a company incorporated under the
laws of the State of Nevada and trading on the NASD OTCBB under symbol “GCME”.
Address:
10th Floor, Building A, Tongyongguoji Center, Xx. 0 Xxxxxxxxxxxxx Xxxx, Xxxxxxx
Xxxxx
Legal
Representative: Wei, Xin
Position:
Chairman
Party
B:
Beijing Star King Talent Agency Ltd. Co., a company organized and existing
under
the laws of People's Republic of China.
Address:
Xx. 0000 XxxXxx Xxxxxxxx, Xxxxxxx, Peoples’ Republic of China
Legal
Representative: Xx, Xx
Position:
General Manager
Whereas:
Party
A
and Party B reached an agreement for mutual benefit and joint development,
both
parties agree as follows:
1.
Structure of Co-operation
1.1
A
Joint
Venture (JV) will be formed in Beijing China;
1.2
Registered
Capital of the JV will be 1 million RMB, of which, 600,000 RMB of registered
capital will be invested from Party A who will own 60% of the JV, the rest
will
be invested from Party B who will own 40% of the JV;
1.3
Party
B
will also transfer all the signed agency contracts (“Transferred Contracts”) to
the JV.
2
2.
Rights
with respect to the Transferred Contracts
2.1
JV is
the beneficial owner of the Transferred Contracts;
3.
Rights
and Obligations
3.1
Rights and Obligations of Party A
3.1.1 Party
A
will invest 600,000 RMB as registered capital of the JV. Party A will own 60%
of
the JV; Party A will put 940,000 RMB in the new company as working capital
according to the JV's Business Plan.
3.1.2
The
board
of the JV will have 3-5 members. Party A has the right to appoint the Chairman
of the Board and 1- 2 other directors;
3.1.3.
Party
A
has the right to appoint the CFO (Chief Financial Officer) of the
JV;
3.1.4
Party
A
is responsible for raising the necessary capital for the development of the
JV;
3.1.5
At
the
second anniversary of the JV, if JV generated 8 million RMB (about U$1 million)
before tax profit, but Party B decided to terminate the cooperation, Party
A has
the right to get all the investment and all the loan to the JV from Party B,
in
addition, Party A has the right to own all the profit generated from the JV.
Upon completion of the above mentioned transaction, Party B will transfer the
entire ownership of the JV to Party A;
3.1.6 At
the
second anniversary of the JV, if JV generated 8 million RMB(about U$1 million)
before tax profit, Party A has right to acquire the 40% ownership owned by
Party
B at the 6 times the average annual net profit in form of combination of cash
and Party A's common stock;
3.1.7
Party
A
has the right to get cooperation from Party B in order to comply with the annual
audit requirements of the SEC, if any, and such cooperation with include working
with a PCAOB approved accounting firm retained by Party A which is credentialed
to practice before the SEC;
2
3.1.8
Party
A
has the right to require Party B not to transfer its ownership to any third
party during the term of this Agreement, except for transferring his ownership
to Party A according to Section 3.1.5 of this Agreement;
3.1.9 Party
A
has right not to distribute the profit to both parties within the first 3
years;
3.1.10 Party
A
will issue 2 million new common shares of Party A to Party B or any third party
designated by Party B in an offering exempt from registration pursuant to
Regulation S under the Securities Act of 1933, as amended. The parties agree
that these shares will be restricted from trading for 2 years from the date
hereof in accordance with this Agreement. After 2 years, the shares will be
entitled to qualify for trading privileges pursuant to Rule 144 in accordance
with the provisions and limitations of that rule.
3.2.
Rights and Obligations of Party B
3.2.1
Party B will invest 400,000 RMB as registered capital of the JV and Party B
will
own 40% of the JV;
3.2.2 Party
B
is responsible for the daily operations of the JV;
3.2.3
Party B is responsible for ensuring all the operations will comply with related
rules and regulations in China. The JV will focus on in Talent Agency industry
and other related businesses in the media and entertainment
industry;
3.2.4 The
board
of the JV will have 3 or 5 members. Party B has the right to appoint 1 member
if
the board has 3 members or 2 members if the board has 5 members;
3.2.5 At
the
second anniversary of the JV, if the JV fails to reach the profit projection,
but has no loss, Party B has the right to appoint the General Manager for one
more year. If the JV suffers a loss by the end of the second year of operations,
Party A has the right to appoint General Manager;
3.2.6.
After
the
JV has founded, Party B can not sign any agreements with any third party, can
not carry out operations under his own name, such as to purchase the script,
shoot the film, put out advertisement, to collect revenue, etc.
3.2.7 Party
B
will not conduct business with any third party which will have conflict interest
with the JV;
3.3
Both
Parties agree to appoint Xxx. Xx, Li as the General Manager of the
JV.
2
4.
Time
to set up the JV
4.1 Both
parties will start submitting the required documents for setting up the JV
within one month after signing this Agreement.
5.
Settlements of Disputes
All
disputes among the Parties arising from this Agreement shall be settled through
friendly negotiation. In case no settlement can be settled through negotiation,
any Party has the right to submit such disputes to China International Economic
and Trade Arbitration Commission (CIETAC). And the arbitration decision shall
be
final and binding on both parties. The expenses for arbitration shall be borne
by losing party unless otherwise stated by Arbitration Commission.
6.
Term
of Agreement
This
Agreement has a term of Twenty (20) years from the signing of this
Agreement.
7.
General
7.1 This
Agreement sets forth the entire agreement and understanding of the parties
in
respect to the matters contained herein and supersedes all prior agreements,
ar-rangements and understandings relating thereto;
7.2
All
of
the terms and conditions of this Agreement shall be binding upon, and inure
to
the benefit of and be enforce-able by, the parties hereto;
7.3 This
Agreement may be amended, modified, superseded or canceled, and any of the
terms
or conditions hereof may be waived, only by a written instrument executed by
each party hereto or, in the case of a waiver, by the party waiving compliance.
The failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect its right at a later time to enforce
the same. No waiver of any party of any condition, or of the breach of any
term
contained in this Agree-ment, whether by conduct or otherwise, in any one or
more instances shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or a waiver of any other condition or
of
the breach of any other term of this Agreement. No party may assign any rights,
duties or obligations hereunder unless all other parties have given their prior
written consent;
7.4 If
any
provision included in this Agreement proves to be invalid or unenforceable,
it
shall not affect the validity of the remaining provisions;
7.5
This
Agreement and any amendment or modification of this Agreement may be executed
in
several counterparts or by separate instruments and all of such counterparts
and
instruments shall constitute one agreement, binding on all of the parties
hereto.
8.
Form
of Signature
The
parties hereto agree to accept a facsimile transmission copy of their respective
actual signatures as evidence of their actual signatures to this Agreement
and
any amendment or modification of this Agreement; provided, however, that each
party who produces a facsimile signature agrees, by the express terms hereof,
to
place, promptly after transmission of his or her signature by fax, a true and
correct original copy of his or her signature in overnight mail to the address
of the other party.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first set forth
above.
Date:
December 7, 2006
| Greater China Media and Entertainment Corp. | Beijing Star King Talent Agency Ltd. Co. | ||
| /s/ Wei, Xin | /s/ Xu, Xx | ||
|
Xxx, Xxx |
Xx, Li |
||
| Name:
Wei, Xin Title: Chairman More Title |
Name:
Xx, Xx Title: General Manager More Title |
