THE CONTRACT FOR COOPERATIVE DINNER SHOW [Translation from Chinese]
Exhibit
10
THE
CONTRACT FOR COOPERATIVE DINNER SHOW
[Translation
from Chinese]
Chapter
1 Parties of the Cooperative Venture
1.01
Parties to this contract are as follows:
Xxxx
Xx
Xxx Xx Xx Xxx Xx Xxx Xxx Xxxx Xxxx Xx, registered with Shan Xi
in China, and its legal address is at Ju Xxx Xxxxxx West, Xx Xxxx, Xi An city,
China.
Legal
representative: Name: Xx Xxxxxxx
Position:
president
Nationality:
Chinese
Xxxx
Xx
Xxx Epanggong Lv You Xx Xxxx Gu Fen You Xxxx Xxxx Xx (hereinafter referred
to as
Party A together with the first company above mentioned), registered with Shan
Xi in China. Its legal address at Ju Xxx Xxxxxx West, Xi Jiao, Xi An city,
China.
Legal
representative: Name: Xxx Xxxxxxx
Position:
chairman
Nationality:
Chinese
Guangzhou
Lv Xxxx Xxx Tou Zi Gu Xxx Xxx Xxxx Xxxx Xx (hereinafter referred to as Party
B), registered with Guangzhou in China. Its legal address at 000, 000 Xx Xx Xxxx
Xxxx, Xxxxxx, Xxxxxxxxx, Xxxxx.
Legal
representative: Name: Xxx Xxxxxxx
Position:
manager
Nationality:
American
Chapter
2 The Purpose, Scope and Scale of Business
2.01
The
dinner show is invested by Party B, who responsible for the operation and the
sales of the souvenir, to ensure satisfactory economic benefits for each
Cooperator.
2.02
operation scale
1)
Party
A contributes the premises used for performance ( the ground and the front
palace) , and operates the dinner show and its brand together with Party
B.
2)
The
facility shall include the store, canteen and any other services and facilities
that raise benefits for both parties.
Chapter
3 Total Amount of Investment and the Registered Capital
3.01
The
total amount of investment is RMB 2.4 million.
3.02
Investment
| 1) |
The
total amount of investment of RMB 2.4 million shall paid by Party
B.
|
| 2) |
The
cash contributed by Party B shall be paid follow the schedule of
the
project.
|
1
3.03
Party A contribute the performance premises and the project operation right;
the
related company DDYI shall issue 95,000 of preferred stock (1:25) to Party
B for
free.
3.04
the
performance premises shall be used only after 18:30 pm every day, and shall
not
affect the daily operation of Epaonggong.
3.05
each
party shall be distributed profits on average.
3.06
If
additional expense is arise during the period, the additional expense shall
discussed by both parties and Party B has the priority investment right.
3.07
Any
party can not hypothecate its right or stand in the other's own light,
otherwise, the party will be responsible for the damages caused by it.
Chapter
4 Other Cooperative Conditions
4.01
Party A and Party B shall be respectively responsible for the following
matters:
4.02
Responsibilities of Party A:
| 1) |
Handling
of applications for approval to ensure the validity of the project;
|
| 2) |
Processing
the application for the right to the use of a site to the authority
in
charge of the land within 3 months after the business license come
out;
|
| 3) |
Handling
of applications for approval, registration, business license and
other
matters concerning the operation of the project from relevant departments
in charge of China, figure out the operation
cost;
|
| 4) |
Apply
for other preferential treatment;
|
| 5) |
Ensure
the validity of charge during the
operation;
|
| 6) |
Assist
to maintain the relationship with the government and related company,
ensure the security;
|
| 7) |
Agree
and assist above project operated by the other company designated
by Party
B
|
4.03
Responsibilities of Party B:
| 1) |
Providing
cash of RMB 2.4 million follow the schedule of the
project;
|
| 2) |
Responsible
for planning, construction, management and operation of the project
independently, including selecting the supplier and performance
team;
|
| 3) |
Responsible
for cooperate with foreign affairs;
|
| 4) |
Training
the project management abroad.
|
Chapter
5 Management Committee of the Project
5.01
Both
parties agree to establish the management committee of the project (hereinafter
referred to as committee). The committee is composed of 6 members, of which 3
shall be appointed by Party A, 3 by Party B. The chairman of the committee
shall
be appointed by Party B, and its vice-chairman by Party A. Any party can
re-designated members as required after info the other party in written
notice.
2
5.02
The
highest authority of the project shall be its committee, it shall decide all
major issues concerning the project, including:
| 1) |
Amend
the business plan of the project;
|
| 2) |
Terminate
and dismiss of the project;
|
| 3) |
Additional
investment of the project;
|
| 4) |
Xxxxxx
and modify of the project;
|
As
for
other matters, approval by majority or a simple majority shall be
required.
5.03
The
committee shall convene at least one meeting every quarter, the meeting shall
be
called and presided over by the chairman of the committee. The chairman may
convene an interim meeting based on a proposal made by more than two members.
The written notice of date, location and agenda shall be delivered to the
members 3 days prior to the meeting. Otherwise, the meeting is invalidation.
The
notice shall be delivered to the legal address of the member. The member shall
not dissent from the resolution of the meeting if he has not entrusted another
person to attend and vote for him in case of absence. Minutes of the meetings
shall be placed on file. The resolution of the committee shall be valid with
more than two thirds of the total signature through delivery.
Chapter
6 Operation of the Project
6.01
Both
party agree the operation by another company designated by Party B, the detailed
condition shall be decided by the committee.
6.02
There is a financial department for the project, the financial supervisor shall
be designated by Party B, the teller shall be designated by Party A, the
investment of RMB 2.4 million shall be manager by both parties.
Chapter
7 Taxes and Foreign Exchange
7.01
The
project shall pay taxes in accordance with the provisions of Chinese laws and
other relative regulations.
7.02
Staff members and workers of the cooperative venture company shall pay
individual income tax according to the Individual Income Tax Law of the People's
Republic of China.
7.03
Any
foreign exchange affairs shall in accordance with the Chinese foreign exchange
rules.
3
7.04
Any
foreign income of the project shall deposit into the foreign account approved
by
the State Administration of Foreign Exchange, all foreign expense shall paid
by
the project or foreign account of Party A.
7.05
Foreign Staffs of the project may remit the income abroad after taxation and
approved by the SAFE.
Chapter
8 Finance and Audit
8.01
The
accounting principle shall in accordance with the accounting laws of China
and
related rules, and submit to the government.
8.02
In
the first three months of each fiscal year, the manager shall prepare the
previous year's balance sheet, profit and loss statement and proposal regarding
the disposal of profits, and submit them to the committee for examination and
approval.
8.03
The
fiscal year of the project shall be from January 1 to December 31. All vouchers,
receipts, statistic statements and reports shall be written in Chinese. A
foreign language can be used concurrently with mutual consent.
8.04
All
currency amounts are in RMB.
8.05
The
net profit shall cover the prior year loss, any budget shall approved by the
committee and in accordance with related rules.
8.06
Financial checking and examination of the project shall be conducted by an
auditor designated by Party B and reports shall be submitted to the
committee.
8.07
The
account book shall consent to be audited by related audit bureau, each party
has
the right to employ auditor to undertake annual financial checking and
examination by himself, the committee shall give its consent.
8.08
The
RMB account and foreign account opened in domestic bank shall be supervised
by
the project.
Chapter
9 Distribution of Profits
9.01
Party A shall pay the individual designated by Party B 95,000 of preferred
stock
of DDYI. And both party distribute profits in accordance with 9.04.
9.02
The
revenue of the project shall include, but not limit to:
| 1) |
Ticket
revenue;
|
| 2) |
Sales
revenue of the souvenir.
|
4
9.03
The
revenue of the current year shall used as follow:
| 1) |
Operation;
|
| 2) |
Taxation
and Fees;
|
| 3) |
Profit
distribution in accordance with
9.04;
|
| 4) |
Other
budget approved by the committee.
|
9.04
After deduct from 9.03 (1) and (2), the profit shall be distributed to both
parties on average.
Chapter
10 Duration of the Project
10.01
The
duration of the project is 5 years. The establishment date of the project shall
be the date on which the formal performance is present. If the revenue might
not
cover the investment in the duration, it shall be extent, which will be
discussed later.
Chapter
11 The Amendment, Alteration and Termination of the
Contract
11.01
Should either of the parties to the contract be prevented from executing the
contract by force majeure, such as earthquake, typhoon, flood, fire, war or
other unforeseen events, and their occurrence and consequences are unpreventable
and unavoidable, the prevented party shall notify the other party by telegram
without any delay, and within 15 days thereafter provide detailed information
of
the events and a valid document for evidence issued by the relevant public
notary organization explaining the reason of its inability to execute or delay
the execution of all or part of the contract. Both parties shall, through
consultations, decide whether to terminate the contract or to exempt part of
the
obligations for implementation of the contract or whether to delay the execution
of the contract according to the effects of the events on the performance of
the
contract.
11.02
Should the project be unable to continue its operation or achieve its business
purpose due to the fact that one of the contracting parties fails to fulfil
the
obligations prescribed by the contract and articles of association, or seriously
violates the provisions of the contract and articles of association, that party
shall be deemed to have unilaterally terminated the contract. The other party
shall have the right to terminate the contract in accordance with the provisions
of the contract and to claim damages. In case Party A and Party B of the project
gree to continue the operation, the party who fails to fulfil its obligations
shall be liable for the economic losses caused thereby to the
project.
Chapter
12 Liability for Breach of Contract
12.01
Any
party who fails to fulfil its obligations shall be liable for the economic
losses caused thereby to the project.
12.02
Both parties shall exempt part of the obligations for fail to implementation
of
the contract by force majeure.
5
12.03
Should either Party A or Party B fail to provide on schedule the contributions
in accordance with the provisions defined in this contract, the party in breach
shall pay to the other party separate or in once.
Chapter
13 Settlement of Disputes
13.01
Any
disputes arising from the execution of, or in connection with, the contract
shall be settled through friendly consultations between both parties. In case
no
settlement can be reached through consultations, the disputes shall be submitted
to the Foreign Economic and Trade Arbitration Commission of the China Council
for the Promotion of International Trade for arbitration in accordance with
its
rules of procedure. The arbitral award is final and binding upon both
parties.
13.02
During the arbitration, the contract shall be observed and enforced by both
parties except for the matters in dispute.
13.03
The
formation, validity, interpretation, execution and settlement of disputes in
respect of, this contract shall be governed by the relevant laws of the People's
Republic of China.
Chapter
14 Effectiveness of the Contract and Miscellaneous
14.01
The
contract shall be written in Chinese. This contract may be executed in two
counterparts, each of which shall be deemed to be an original.
14.02
The
contract and its appendices shall come into force commencing from the date
signed.
14.03
Should notices in connection with any party's rights and obligations be sent
by
either Party A or Party B by telegram or telex, etc., the Written letter notices
shall be also required afterwards. The legal addresses of Party A and Party B
listed in this contract shall be the posting addresses. If the address changed,
it shall info the committee with 10 days. Otherwise, the party changed address
shall responsible for the fault.
14.04
This contract might sign one by one, and be effective on the date the last
party
signed.
6
For
Party A
(Signature)
Xxxx
Xx
Xxx Da Lv You Gu Wen You Xxxx Xxxx Xx
By:
/s/ Xx Xxxxxxx
Ke Xianyan
President
Xxxx
Xx
Xxx Epanggong Lv You Xx Xxxx Gu Fen You Xxxx Xxxx Xx
By:
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chairman
For
Party
B
(Signature)
Guangzhou
Lv Xxxx Xxx Tou Zi Gu Xxx Xxx Xxxx Xxxx Xx
By:
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Manager
7
