EXHIBIT 6.9
AGREEMENT
Between:
HAINAN XXX XXX TRADING LIMITED
(Party A)
And
XXXXX XXXX as the legal representative on behalf of
ADVANCED GAMING TECHNOLOGY INC.
0000 000 Xxxx Xxxxxxx Xxxxxxxxx X.X. X0X 0X0
WHEREAS
A. Party A is a legally registered company in Haikou City Hainan, PRC that is
engaged in a trading business.
B. Xxxxx Xxxx (Xxxx) is a citizen of China and a permanent resident of the
United States;
C. Party B is a company duly incorporated under the laws of Wyoming USA and has
its international headquarters in Vancouver British Columbia Canada.
D. The parties have agreed to establish a cooperative enterprise in Haikou to
own and operate an entertainment and amusement business in accordance with the
terms of this agreement.
THEREFORE in consideration of the recitals, the following agreements made by
each party to the other the parties agree on the following terms:
Principle
1. The parties according to the relevant laws and policies of the People's
Republic of China, based on the principles of equality, honesty, mutual benefit
and mutual sharing of risks and after friendly discussions, agree to enter into
this contract to establish a co-operative enterprise to operate a specialized
entertainment business (Business) in Haikou City at 1st fl Hainan Xxxxxx Xxxxx
00 Xxxxxx Xxxx North (Location).
Duties of parties
2. Party A and Party B are responsible to complete their duties as follows:
Party A
o to secure all regulatory approvals (Licences) necessary to operate the
Business at the Location;
o to provide all security for the Business;
o to incorporate a Chinese company with its shares being held by Chen on
behalf of Party B and by Party A in the same proportion as the division of
profits;
o to issue the Licences to the Company;
o to assist in the hiring and managing of the Business;
o co-operate with Party B in all related matters business matters;
Party B
o to provide all capital required to purchase the equipment, make leasehold
improvements, and provide working capital for the Business;
o to provide all management for the Business;
o cooperate with Party A in other business matters;
Management of the Business
3. A management committee will be formed to operate the Business which will
have 5 members which Party A has 2 representatives AND Party B three members.
The Chairman of the Company will be appointed by Party B and the General Manager
will be appointed by the Management committee.
4. The fiscal year for the Company is from January 1 to December 31 each year.
All accounting records, invoices, financial statements and books should be
written in Chinese.
5. It is necessary to appoint a China registered accountant to supervise and
audit the financial statements of the Company. Results have to be reported to
the Management Committee.
Profit Sharing
6. The net profits of the Company which Party A will have 68% and Party B will
have 32%.
Co-operation Time Limit
7. For as long the Business continues.
Amendments, Changes & Termination of Contract
8. Any changes to this contract or its appendices have to be agreed and signed
by Party A and Party B in writing to be effective.
9. If one party fails to carry out this contract or is in serious breach of
contract and cause the Business to fail that party is deemed to terminate this
contract without just cause. The other party is entitled to claim damages for
their losses and to terminate this contract according to the provisions in this
contract.
10. When natural disasters like earthquakes, storms, flooding, fire, war or
other unpredictable conditions strike including changed government policies
which directly affect the carrying out of the Business according to its terms
and conditions, either parties can decide whether to terminate this contract, or
to delete part of the contract duties, or to suspend the Business.
Settlement of Disputes
11. Any disputes of this contract or matters relating to this contract should be
settled by a friendly discussion by the two parties. If disputes remain
unsolved, it will be sent to arbitration. Arbitration should take place in by
the China International Economy & Trade Committee according to its arbitration
regulations.
12. In the process of arbitration, except the part that is in dispute under
arbitration, the other parts of the contract should be carried out.
Assets upon disposal
13. Both parties agree that upon termination of the Business and the Company
that the profits then remaining will be divided in accordance with the profit
participation and if a loss that Party B will be responsible provided however
that the equipment in the Location will be the sole property of Party B.
Language
14. This contract is written in both Chinese and English.
This contract is signed by authorized representatives from both parties in
Haikou China on January 22nd, 1996.
Signed by:
Party B: ADVANCED GAMING TECHNOLOGY INC.
Legal Representative: Xxxxx Xxxx /s/ Xxxxx Xxxx
Party A: HAINAN XXX XXX TRADING LIMITED
Legal Representative: He LinBuo /s/ He LinBuo
