EXHIBIT 10.23
SHANDONG SANLIAN GROUP CO LTD
AND
XINHUA FINANCE LIMITED
AND
ECONOMIC OBSERVER PRESS OFFICE
AND
BEIJING JINGGUAN XINCHENG ADVERTISING CO., LTD
----------
AMENDED AND RESTATED
INFORMATION CONSULTING COMMITTEE ORGANIZATION AGREEMENT
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6TH NOVEMBER 2006
BEIJING
CONTENT
DEFINITION...............................................................
ESTABLISHMENT OF THE COMMITTEE AND ITS FUNCTION..........................
FORMATION AND RULE OF PROCEDURE..........................................
EXPENDITURE..............................................................
DISSOLVE.................................................................
EFFECT, MODIFICATION AND TERMINATION.....................................
GOVERNING LAW AND DISPUTE RESOLUTION.....................................
NOTICE...................................................................
MISCELLANEOUS............................................................
0621007/JW/LC/SZDY/D9 [Chinese Characters]
INFORMATION CONSULTING COMMITTEE ORGANIZATION AGREEMENT
This Information Consulting Committee Organization Agreement (the
"AGREEMENT") is entered into by ad between the following parties on 6th
November, 2006 in the People's Republic of China ("PRC"):
PARTY A: Shandong Sanlian Group Co Ltd ("SANLIAN")
Registered address: Xx. 00, Xxxxxxxxx Xxxx (Xxxxx), Xxxxx, Xxxxxxxx
Xxxxxxxx, PRC
PARTY B: Xinhua Finance Limited ("XFL")
Registered Address: Century Yard, Cricket Square, Xxxxxxxx Drive,
P.O. Box 2681GT, Xxxxxx Town, Grand Cayman, British West Indies.
PARTY C: Economic Observer Press Office ("EOPO")
Registered Address: Xxx Xx Government, Xx Xxxxx District, Jinan,
Shandong PRC
PARTY D: Beijing Jingguan Xincheng Advertising Co., Ltd ("JGXC")
Registered Address: 00-X00 Xxxxxxx Xxxx, Xxx Xuan Avenue,
Xxxxx Xxxxx, Fangshan District, Beijing, PRC
WHEREAS:
1. EOPO is a publishing office established under PRC laws and is a legal
entity registered in Shandong Enterprise Registration Administration
Bureau. EOPO is in charge of the operations of the "Economic Observer" (see
definition as below).
2. SANLIAN and XFL intend to set up an information consulting committee
("COMMITTEE") which shall provide the constructive views to the "Economic
Observer".
3. SANLIAN, XFL, EOPO and JGXC entered the Information Consulting Committee
Organization Agreement on May 10th, 2006 in Beijing, PRC.
Therefore, following friendly consultations, all Parties hereby agree to
amend and restate the Information Consulting Committee Organization Agreement
and enter into this amended and restated agreement in accordance with the
applicable PRC laws:
1
DEFINITION
Unless otherwise to the contrary or as requested in the context of this
Agreement, the following wording has the definition as given below.
1.1 "Parties" mean SANLIAN, EOPO, XFL and JGXC.
1.2 "Economic Observer" means the newspaper currently named "Economic
Observer", its successor or substitute, and any other publications
primarily focusing on finance and economic area, in whatever form including
without limitation paper or electronic publications, together with any or
all of the supplements, attachments, pamphlet or other derivative thereof,
as published or issued from time to time by EOPO.
1.3 "Committee" refers to the meaning set forth in Section 2 hereof.
1.4 "Party" means any of SANLIAN, XFL, EOPO and JGXC.
1.5 "PRC" means the Peoples' Republic of China (for the purpose of this
Agreement, excluding Hong Kong SAR, Macau SAR and Taiwan).
ESTABLISHMENT OF THE COMMITTEE AND ITS FUNCTION
2.1 Both SANLIAN and XFL agree to establish the Committee as of the date of
signing of this Agreement or the date as additionally agreed in writing by
Parties. The function of the Committee is to provide proposals and views on
the editorial, content, looks and format related matters of the Economic
Observer, to hold discussions with EOPO and to provide consultancy to EOPO.
2.2 In the event that EOPO does not accept the proposals, views, instructions
or consulting results of the Committee, the Committee is entitled to
directly report to the board of JGXC and EOPO and such relevant issues as
raised by the Committee would be resolved by the board of JGXC provided
that EOPO retain the final approval right on the editorial and content
issues of Economic Observer in accordance with PRC laws.
2.3 Any proposals and consulting made by the Committee shall not be in
contravention of
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PRC laws.
FORMATION AND THE RULE OF PROCEDURE
3.1 The Committee comprises of eight members and each of SANLIAN and XFL is
entitled to appoint four members. The term of the office of each member is
one year and may be renewable by the relevant party.
3.2 One of the aforesaid members, as appointed by XFL, shall be the chairman of
the Committee.
3.3 The Committee shall provide the consultancy service. Each member thereof
shall not act for and on behalf of the Committee. The member of the
Committee may act for and on behalf of his/her appointing party, SANLIAN or
XFL, respectively.
3.4 In principle, the member of the Committee shall discuss the issues as
raised (the "ISSUES") on the basis of unanimity. Both SANLIAN and XFL shall
make its best efforts to cause the members appointed by it to reach
agreement with other members of the Committee on all relevant Issues. In
the event that no agreement is reached, the chairman of the Committee shall
refer the said Issues to the board of JGXC.
3.5 Regular Committee meetings shall be held in the last week of each quarter.
Upon the proposals from the board of JGXC, the chairman of the Committee
shall convene an interim meeting of the members.
3.6 The written notification letter (including without limitation, in the
manner of letter, fax and email) shall be send to all members of the
Committee at least 15 days prior to the date of the Committee meeting. The
said notification letter shall record the date and location of the meeting
as well as the Issues to be discussed. The members of the Committee may
raise Issues prior to or in the meeting. Upon the suggestion from the
chairman of the Committee, the Committee meeting may be effected by
conference call or other instant communication means.
3.7 Someone would be appointed specifically to make the minutes of the
Committee meetings which are afterwards to be signed by each member
attending the meeting for the purpose of confirmation. The meeting minutes
will be kept at the location of the Committee and may be reviewed and
photocopied by the Parties.
3
EXPENDITURE
4.1 The Committee meeting's daily expenditure shall comply with the budget as
confirmed by SANLIAN and XFL in advance. The details of such expenditure
shall be recorded in writing and submitted to the Committee for approval.
4.2 The Committee shall not have independent accounts and all its expenditure
shall be assumed by SANLIAN and XFL based on the ratio of 50:50 or other
ratio as additionally confirmed by SANLIAN and XFL in writing.
4.3 Each member 's expenditure incurred during the work of Committee, including
without limit to the relevant allowance, the fees for travel and hotel,
shall be assumed by each member's appointing party respectively.
DISSOLVE
5.1 Upon the unanimous confirmation from both SANLIAN and XFL, the Committee
may be dissolved at any time.
5.2 Following the dissolution of the Committee, SANLIAN and XFL shall forthwith
make arrangements for the assets of the Committee and calculate its
expenditure and fees. The remaining assets or the liabilities shall be
enjoyed or assumed by SANLIAN and XFL equally.
EFFECT, MODIFICATION AND TERMINATION
This Agreement shall come into effect following the signing of or affixture
of the company chop (if any) this Agreement by the duly authorized
representative of each party. After execution, this Agreement shall replace the
original Information Consulting Committee Organization Agreement. Unless
otherwise requested by the PRC laws or in accordance with the Agreement, this
Agreement can not be modified or cancelled by any party without the written
consent all other Parties.
GOVERNING LAW AND DISPUTE RESOLUTION
7.1 The execution, effect, performance, interpretation and dispute shall be in
line with
4
PRC laws.
7.2 Any dispute arising from or in connection with the Agreement shall be
resolved by the related parties in the manner of consultation. In the event
that no agreement is reached on the said dispute, it shall be submitted to
China International Economic and Trade Arbitration Commission Beijing
Sub-commission ("CIETAC") for arbitration. The arbitration award is final
and binding upon all the parties. During the arbitration period, the
Agreement shall be further performed except for the matter relating to the
aforesaid dispute.
NOTICE
8.1 Unless otherwise provided under this Agreement, any notice under this
Agreement shall be given in writing and shall be deemed effectively
received upon personal delivery to the party to be notified, fax or
delivery by recognized courier to the following address or fax number(or
other address and fax number informed by the recipient in advance).
SANLIAN:
Address: Xx. 00, Xxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxx, Xxxxx
Fax: 0000 (000)00000000
Attention: Xx. Xxx Aijun
XFL:
Address: Suite 0000-0 Xxxxxxx Xxxxx, 0 00 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx
Fax: (000) 00000000
Attention: Mr. Xxxx XxXxxx
EO:
Address: Xxxxx 0, Xxxxxxx Xxxxxx Jia, Heping Avenue, Dongcheng District,
Beijing
Fax: (86) (00) 00000000
Attention: Xx. Xxxxx Xxxxxx
JGXC):
Address: Xxxxx 0, Xxxxxxx Xxxxxx Jia, Heping Avenue, Dongcheng District,
Beijing
Fax: (86) (00) 00000000
Attention: Xx. Xxxxx Xxxxxx
5
8.2 Unless otherwise provided under this Agreement, any notice, if sent by fax
to the correct fax number of the recipient during from 8:00 to 17:00
(Beijing Time) in the working day, shall be deemed to be received and,
thereafter the notice shall be delivered to the recipient by the recognized
courier for the further confirmation from the recipient. The notice shall
be deemed to have received within 5 days after such delivery if sent by
recognized courier.
MISCELLANEOUS
9.1 The heading is for reference only and shall not affect the interpretation
to the clause of this Agreement.
9.2 Without the written consent from the other Party, any Party shall not
assign any rights and/or liabilities arising from this Agreement to any
other person which is not a party to the Agreement.
9.3 Any party shall assume its expense occurred in the signing of and
performance of this Agreement respectively.
9.4 This Agreement is executed in three counterparts and each Party holds one
counterparts. Each counterpart shall have the same legal effect. The
English version will prevail if there is discrepancy between English and
Chinese version.
Signature page follows on the next page
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SIGNATURE PAGE
Shandong Sanlian Group Co Ltd
[Company chop of Shandong Sanlian Group Co Ltd]
Authorized signatory: /s/
-----------------------------
(signature)
Xinhua Finance Limited
[Company chop of Xinhua Finance Limited]
Authorized signatory: /s/
-----------------------------
(signature)
Economic Observer Press Office
[Company chop of Economic Observer Press Office]
Authorized signatory: /s/
-----------------------------
(signature)
Beijing Jingguan Xincheng Advertising Co Ltd
[Company chop of Beijing Jingguan Xincheng Advertising Co Ltd]
Authorized signatory: /s/
-----------------------------
(signature)
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