Joint Venture Agreement
Exhibit
10
Party
A:
China YouTV Corp. a
company
incorporated under the laws of the State of Nevada and trading on the NASD
OTCBB
under symbol “CYTV”.
Address:
#2300 Oceanic Business Centre, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx
Legal
Representative: Gao, ZhenYong
Position:
Chairman
Party
B:
Beijing HuaJu NetMedia Technology Co. Ltd., a company organized and existing
under
the
laws of People's Republic of China.
Address:10-A
General International Building, Beijing,
China
Legal
Representative: Xxxxx Xxx
Position:
CEO
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 by both parties. The JV
will form an Internet video sharing web site in China;
1.2
Registered Capital of the JV will be 1 million RMB, of which, 510,000 RMB of
registered capital will be invested from Party A who will own 51% of the JV,
the
rest will be invested from Party B who will own 49% of the JV;
1.3
Party B will transfer the ownership of its current web site: xxx.xxxxx.xxx
to the
JV and will also transfer all the signed commercial contracts (“Transferred
Contracts”) to the JV.
2.
Ownership of the xxx.xxxxx.xxx web site and rights with respect to the
Transferred Contracts
2.1
JV is the beneficial owner of xxx.xxxxx.xxx
and the
Transferred Contracts;
3.
Rights
and Obligations
3.1
Rights and Obligations of Party A
3.1.1
Party A will invest 510,000 RMB as registered capital of the JV and Party A
will
own 51% of the JV;
3.1.2
Party A will provide the required working capital according to the JV's Business
Plan;
3.1.3
Party A
will be in charge of JV's accounting management;
3.1.4
The
board of the JV will have 3 or 5 members. Party A has the right to appoint
2
members if the board has 3 members or 3 members if the board has 5
members;
3.1.5
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;
3.1.6
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 will include
working
with a
PCAOB
approved accounting firm retained by Party A which is credentialed to practice
before the SEC;
3.1.7
Party
A
has right not to distribute the profit to both parties within the first 3
years;
3.1.8
Party A will issue 20 million new restricted common shares of Party A to Party
B
or its designees in an offering exempt from registration pursuant to Regulation
S under the
Securities
Act of 1933,
as amended.
3.2.
Rights and Obligations of Party B
3.2.1
Party B will invest 490,000 RMB as registered capital of the JV and Party B
will
own 49% of the JV;
3.2.2 Party
B
is responsible for the daily operations;
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 the
video sharing web site in China. Party B is
responsible
to ensure the core management will work for the JV for no less than 3
years;
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
Party B will not conduct business with any third party which cause a conflict
of
interest with the business of the JV;
3.2.6
Party B has the exclusive right with Party A to conduct video sharing business
in China. Party A can not co-operate with any third party for the same business.
Party B can not conduct the video sharing business except through the
JV.
3.2.7
Party B is responsible of transferring the xxx.xxxxx.xxx
ownership and the Transferred Contracts to the JV.
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
5.1
All
disputes among the Parties arising from this Agreement shall be settled through
friendly negotiation. In case no settlement can be reached 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
6.1
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
8.1
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.
Party
A:
| China YouTV Corp. | ||
| |
|
|
| Date: March 16, 2007 | By: | /s/ Gao, XxxxXxxx |
|
Xxx, ZhenYong |
||
| Title: Chairman | ||
Party
B:
| Beijing HuaJu NetMedia Technology Co. Ltd. | ||
| |
|
|
| Date: March 16, 2007 | By: | /s/ Xxxxx Xxx |
|
Xxxxx Xxx |
||
| Title:CEO | ||
