Exhibit 4.16
Agreement for Cooperation
Between
Foshan Wanzhi S&T Company Ltd.
And
Ko Ho Management Ltd.
(English Version)
Party A: Foshan Wanzhi Electron S&T Co., Ltd
Address: Fenggang Road, Lishui Town, Nanhai, Guangdong, China 528244
Contact : Xxxx Xxx Telephone: 00000000000
Party B : Ko Ho Management Ltd.
Address: Flat A8/F, Perfect Commercial Xxxxxxxx, Xx.00,
Xxxxx Xxxxxx Xxxx, Xxxx Xxxx
Contact: Xxxxx X. Xxx Telephone: (000) 0000 0000
Based on the "Heads of Agreement for Share Purchase Between Ko Ho Group and
Wanzhi Electron S&T Co., Ltd." signed by both parties on March 8, 2007, and
under the principle of mutual trust, friendly cooperation, mutually beneficial
supports and thorough discussions, both parties agree to cooperate under the
following terms:
1. Party A shall transfer Thirty-Five percent (35%) ownership interest in
Foshantong to Party B. Party B shall inject RMB Two Million (RMB
2,000,000) into Foshantong plus 500,000 common shares of Oxford
Investments Holdings Inc. (Oxford) for 35% of its share capital.
2. In view of expedite process rules and regulations of China and long
term cooperative consideration, both parties will base on the
following suitable procedures to carry out the terms as stated under
`1' above:
(1) Within 30 days from the signing of his agreement, Party B shall
pay RMB Two Million in one lump sum in Hong Kong and issue
500,000 shares of Oxford common shares to designated persons of
Party A. These conditions are regarded as Party B's obligation to
Party A under `1' above. Within the same time frame, Party A
agrees to supply to Ko Ho historical financial statements,
including but not limited to sets of the latest audited accounts
and other vital information of Foshantong.
a. Party B shall incorporate a wholly own company (WOFE) in
Gangzhou, Gaungdong Providence within 90 days from the signing of this
agreement (The registered capital of the WOFE must comply with the
laws of China). The WOFE will be the independent entity to represent
Party B to take over the 35% shares of Foshantong. The expenses in the
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incorporation of the WOFE shall be borne by Party B, whereas, Party A
shall provide all necessary supports.
b. Party A shall assist Foshantong to complete all legal
procedures in the Transfer of the 35% of the registered capital to
Party B, within 10 days from the date on which all the review and
approval of incorporation are completed by the relevant departments of
the Chinese government (including, but not limited to the preparation
of legal document of the share transfer agreement, shareholders'
resolution and submit to the Industry and Commerce Department and
other government departments for review and approval). This will
effectively make the WOFE to own 35% of Foshantong's registered share
capital and also to have Foshantong to issue a Capital injection
Certificate to the WOFE. The costs will be borne by Foshantong.
3. After both Parties complete the legal procedures of the share transfer
of Foshantong, the organization of Foshantong shall be as follows:
a. The board of directors shall consist of five (5) members.
Party A shall hold three (3) seats and Party B shall hold two (2)
seats;
b. The chairman and CE) shall be appointed by Part A. Both
Parties shall agree that within a reasonable time, these two positions
shall not have any remuneration;
c. Party B shall appoint a COO responsible for the whole
operation. The remunerations, to be agreed by both Parties, shall be
borne by Foshantong;
d. Party B shall appoint CTO, based in Canada or elsewhere,
responsible for system development and operations. Except for
reasonable reimbursement of travel expenses, the CTO shall not be
remunerated for a period to be agreed by both parties.
4. Except as stated in `3' above, unless agreed by both Parties and
approved by the Board of Directors of Foshantong, the staff of both
Parties shall not draw any salaries from Foshantong.
5. To better xxxxxx the cooperation and reinforce the investment
confidence of Party B, Party A shall provide the following resources
to increase and support the investment in Foshantong:
a. Party A commits to transfer 300,000 existing card accounts
(The portfolio includes existing Education One Card, Smart Cards
issued to staff of Chigo Air-conditioning Manufacturing Co., Xxxxxx'x
loyalty cards, library membership cards and residential district
cards) to Foshantong.
b. Party A shall provide free use of servers and other hardware
equipment for the operation (except high end servers) to Foshantong
plus one year free use of office space and all office equipment.
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c. Party A shall provide 500 units of POS for use by Foshantong
at merchant locations at no charge.
d. Party A shall provide and pay for salaries for the local staff
such as, local technical, administrative and financial
control/accounting staff, including additional headcounts as required
for a period of one year.
e. Party A shall be responsible for all government relationship.
All expenses shall be reasonably shared between Party A and
Foshantong.
6. Party B shall provide all operating software and on going enhancement
and maintenance.
7. Both Parties shall cooperate with mutual trust, and high integrity to
provide the best resources to the operation of Foshantong in order to
achieve Win-win; In the case that either Party has done harmful acts
to one another or to Foshantong; such Party shall be responsible for
the consequences.
8. Party B and/or Oxford reserves the rights to dispatch internal audit
team to audit the accounts and affairs of Foshantong with or without
notice not more than once in a quarter. In principle, these audits
should not affect the normal operations of Foshantong. The expenses
shall be borne by the party taking such initiative.
9. Party A shall ensure that Foshantong follows and abides by all
government regulatory, legal and other requirements. In the case that
Foshantong offends any of the regulations, rules, ect. due to
insufficient supervision, Party A shall be responsible for the
corresponding consequences based on the degree of the offense.
10. Party B and the WOFE shall, in accordance to the laws of China, give
Party A the first rights of refusal in the case of disposing the
Foshantong shareholding, in part or in full, to any third party,
otherwise, such transfer is invalid. Likewise, Party A shall give
Party B and the WOFE the same rights of refusal.
11. In the case, either Party does not honour the obligations as stated in
this agreement; it shall be regarded as a breach. Upon notification
from the other Party, the misconduct must be corrected within Five (5)
days. If it is not rectified, the offending party shall reimburse the
other Party all losses and damages, including but not limited to other
claims, litigation, responsibility, costs and expenses.
12. Effective from the signing date of this agreement, in the case of
force majeure or situations cannot be controlled (including but not
limited to, earthquake, typhoon, flood, fire, strike, war, riot, etc.)
by either Party and resulting in either Party cannot carry out in
full, the timely obligations in this agreement, the Party shall be
exempt from the responsibility. However, such Party shall inform the
other Party within a reasonable time. In the case, such notification
is not given, the Party shall still be responsible for the
consequences.
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13. The invalidation of any clause in the agreement shall not affect the
entire agreement.
14. Any amendment to this Agreement must be mutually agreed by both
Parties in writing. It may not be changed orally or in other forms.
15. In the case that this agreement needs to be redefined or adding in new
terms and conditions, both Parties may mutually agree to sign
addendums to include such terms and conditions. Such addendums signed
shall have the same legal rights as this agreement.
16. This agreement shall supercede all previous agreements signed by both
Parties.
17. This agreement is written and signed in both Chinese and English. In
the case of conflict in interpretation in the two languages, the
Chinese version is the standard.
18. This agreement shall be construed pursuant to the laws of the Republic
of China without regard to conflict of law provisions.
19. Any dispute arising from this Agreement shall be settled through
friendly negotiation between the parties hereto. In the case no
consensus is reached, the dispute shall be submitted to the People's
Court in Foshantong for a judgment.
20. IN WITNESS WHEREOF, the parties have signed this Agreement, this 7th
day of May, 2007. This agreement may be executed in Four (4)
counterparts, for Party A, Party B, Oxford and Foshantong, each of
which shall be deemed to be an original.
Party A Party B
Foshan Wanzhi S&T Company Ltd. Ko Ho Management Ltd.
By: /s/ Li Xinghao By: /s/ Xxxxxxx Xxxxxxx
Representing Foshan Wanzi and Foshantong Representing Ko Ho and
Oxford Investments
Holdings Inc.
Witness: Witness:
