Exhibit 10.19
BVI Educational Investment Corporation Cooperative agreement
Part A [ ]Xxxx Xxxx-Tan, Xxxx, Xxxx-Xiong, Zhang, Xxxx-Xxxx, Xxx, Yi-Yun, Wu,
Xxx-Xxx, Tzae, Li-Mai, Xxx Xxxxx-Xxxx, Xxxx, Xx-Zhi, Tu, Shu-Hui, Wu,
Yi-Nan[ ] hereinafter referred as Part A [ ]
Part B [ ]Kid Castle Internet Technology Corporation Limited[ ]hereinafter
referred as Part B [ ]
This agreement is made by and between Part B and Part A, in regards to the
establishing British Virgin Island Educational Investment Corporation [ ]
hereinafter referred to as BVI[ ], both Part A and Part B have mutually agreed
to agreement under the terms and conditions specified follow:
1. The total capitalization of BVI is 170 million US dollars.
The authorized capital stock consists of 40 shares of common stock. The par
value of each share is [ ]50,000 US dollars. Six shares of common stock valued
at [ ]50,000 issued in technology share.
2. Part A invests 70[ ] of total Shares of BVI in the number of 28 shares. The
shareholder lists of Part A are as the follows:[ ]
Xxxx Xxxx-Tan - 4 shares Xxx Xxxxx-Xxxx--2 shares
Xxxx, Xxxx-Xxxxx 4 Xxxx, Xx-Zhi -2 shares
Shu, Yi-Yun 3 Tu, Xxx-Xxx 2
Xxxxx, Xxxx-Yuan 3 Xx, Xx-Xxx -2 shares
Xx, Xxx-Hui -3 shares
Tzae, Li-Mai--3 shares
3. Part B invests 30[ ]of total shares of BVI in the number of 12 shares,
15[ ]of which are paid by cash and rest of which are technology shares.
The total payment subscripted by both parties shall be paid in three stages as
the following terms and conditions:[ ]
(1) The first payment shall be paid by check on May 31, 2001 [ ] 40 [ ] of total
shares [ ]
(2) The second payment shall be paid by check on August 31, 2001 [ ] 30 [ ] of
total shares[ ]
(3) The third payment shall be paid by check on November 30, 2001 [ ] 30 [ ] of
total shares [ ]
4. The business operation items of BVI are as the followings:
(1) Kindergarten
(2) School of further education
(3) Operation of elementary school
5. Part A authorize Part B to manage all the schools of Part A. Mutual parties
agree that BVI allot 15 [ ] shares to Part B, whereby Part B is required to
be responsible for the management
and operation of BVI, including the following requirements for
kindergarten, school of further education and operation of elementary
school:
(1) Planning and searching for the location
(2) Purchase of hardware and software
(3) Personnel training, hiring and managing
(4) Management of Teaching systematic
(5) Management of administrative affairs of school
(6) Planning and designing marketing activities
(7) Cooperation with different businesses
(8) Risk management
(9) Promotion of competitive ability
6. In order to maintain long-term development of BVI, mutual parties agree the
following terms and conditions:
(1) Basic obligation of contract
Mutual parties shall cooperate to operate BVI in good faith.
(2) Finance
a) BVI shall have independent financial statement and system.
b) BVI shall also have independent financial statement and system for
each school.
c) After establishing each school (School), BVI shall appoint
personnel to manage the financial system of School.
d) Supervisor shall audit the financial statement of School monthly.
e) Supervisor shall report to Board of Director half a year.
f) BVI shall appoint a qualified auditor to monitor the financial
statement and system of School.
(3) Personnel
a) All the regulations in regards to personnel formulated by BVI
shall not violate the local laws.
b) After receiving technology shares, Part B shall not accept the
additional salaries for its services made to BVI.
c) BVI shall appoint numbers of professional managers in each new
school.
d) BVI shall appoint district managers in each schools in accordance
with the actual operation after establishment of BVI.
e) Except for special regulations, BVI shall employ the foreigners as
English teachers in each new school.
f) All the benefits of employees shall follow up the regulations of
People Republic of China.
(4) Preferential terms
a) Part B shall not demand additional franchise fee for each new
schools if both parties establish such school.
b) If party B wishes to establish new investment opportunity, party A
has the right of first refusal. Party A will have its
representative to survey the operating location, and, after the
agreement of the Board of Directors on such investment,
fundraising may commence with the shareholders. If Party A wishes
not to participate in such investment, Party B may seek other
parties for fund raise.
c) If Party B is in an agreement with another company to establish a
joint-venture company, Party B shall have more than 25% of
technology shares without any cash investment.
d) If any members in Party A have investment in another Kid Castle
franchise, such member shall receive a 20% franchise fee discount
from Party B.
e) If Party B shall have any fundraising opportunities, Party A shall
have the right of first refusal or discount price.
7. Shareholder Meeting
(1) Shareholders' Annual Meeting shall be held once a year within six
months after the end of the fiscal year, date determined by the Board
of Directors. Shareholder special meeting shall be held as necessary.
(2) The CEO shall chair the shareholders' meeting. If the CEO cannot chair
the meeting, a director shall represent the CEO.
(3) Stipulations of transference of shares within 5 years:
a) All shareholders shares are restricted from any transference for
one (1) year.
b) The five (5) year shares can only be transferred to original
current shareholders.
c) After the five (5) years restriction, current shareholder shall
have the priority of first investment.
8. Board of Directors Meetings
(1) The Board of Director shall consist of five Directors and one
Supervisor. The Director and Supervisor shall reelect annually.
(2) Two types of Board of Director Meeting. Fixed Board Meeting shall meet
once every three months. Special meetings will be held as necessary.
(3) Board of Director shall decide the operation and other material
business of BVI.
(4) Board of Director
a) To perform in accordance with the corporate bylaws of the
Republic of China.
b) Other responsibilities are determined as:
(1) Sign-off on school location.
(2) Assistance in general school schedule planning
(3) Assistance in marketing and recruitment of students.
(4) Assistance in general school environment planning.
(5) Assistance in school service quality training.
(5) Responsibility of Board of Supervisor
a) To perform in accordance with the corporate bylaws of the Republic
of China.
b) Review of the company financial situation/statements.
c) Review of company operation status.
d) To attend the shareholders meeting but has no right to vote.
(6) In order to move on the operation of BVI smoothly, Board of Director
shall fully authorize professional manager certain right to operate
the business.
9. The bonus of business execution and compensation of traveling expense shall
be made by the resolution of board of director.
10. The percentage of profit and accumulation shall be the following:
(1) If there is any profit in final accounting of revenue and expenditure
annually, BVI shall provide the dividend in tax to compensate the
deficit last year and then provide 20?of the profit as a statutory
accumulation. If there is any profit after paying all the deficit and
statutory accumulation, Board of Director shall chair a special
meeting to allot the profit to shareholders and employees.
(2) If there is any possibility to increase the capitalization of BVI,
Board of Director shall increase the capitalization in accordance with
the shares holding percentage of each shareholder.
11. This Agreement may be amended by mutual agreement, all of which shall be
deemed to be part of this Agreement.
12. The explanation and execution of the terms and conditions stated in this
Agreement shall use the Laws of Republic of China as basis.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date of May 16, 2001.
Part A:
By:
Name: XXXX XXXX-TAN [ ] SEALED [ ]
ID No.: F120715848
Name: XXXX, XXXX-XXXXX [ ] SEALED [ ]
ID No.: F122105920
Name: XXXXX, XXXX-YUAN [ ] SEALED [ ]
ID No.: J220514935
Name: SHU, YI-YUN [ ] SEALED [ ]
ID No.: C200000523
Name: XX, XXX-HUI [ ] SEALED [ ]
ID No.: F221769226
Name: TZAE, LI-MAI [ ] SEALED [ ]
ID No.: X000000000
Name: XXX XXXXX-XXXX [ ] SEALED [ ]
ID No.: K120510276
Name: XXXX, XX-ZHI [ ] SEALED [ ]
ID No.: F120142845
Name: TU, XXX-XXX [ ] SEALED [ ]
ID No.: C220333069
Name: XX, XX-XXX [ ] SEALED [ ]
ID No.: H101716363
Part B:
By: Kid Castle Internet Technology Corporation
Name: XXXX XXX-AN [ ] SEALED [ ]
ID No.: A121216965
Witness: ATTORNEY TAI E [ ] SEALED [ ]
Address: 9th floor, 000 Xxxxx-xx Xxxx Xxxx, Xxx. 0, Xxxxxx Xxxx.
Telephone No. : (00) 0000-0000 (operator)
