EXHIBIT 6.6
AGENCY AGREEMENT BETWEEN
SHENZHEN NEWSNET INFORMATION CO. AND
SHENZHEN GLOBAL NET COMPUTER INFORMATION CO. LTD.
AGENCY AGREEMENT
For the purpose of promoting information technology in Shenzhen, developing the
market of information industry and alleviating the tension caused by the
insufficient supply of Newsnet equipment to meet the increasing market demand,
Shenzhen Newsnet Information Co. (Address: 1O/F., Xxxxxxx Xx Xxx, Xx.00 Xxxx
Xxx Xxxx Xx, Xxxxxxxx Xxxx, XXX; Fax Number: 00 000 000 0000) (the "Party A")
and Shenzhen Global Net Computer Information Co. Ltd. (Address: Xxxx 0000, Xxxxx
X, Xxxxxx Xx Xia, Futian District, Shenzhen City, PRC; Fax Number: )
(the "Party B"), through cordial negotiations, enter into this agreement (the
"Agreement") to introduce foreign advanced technology, equipment and management
experience in joint effort, the details of which are stated as follows:
I. OBJECTIVES
In view of the fact that INTERNET business and related information value-added
business in PRC are still in an initial stage or even have not yet commenced
development in some areas, the parties intend to select Shenzhen as the place
where they will start to expand the economic power of Newsnet in Shenzhen by
utilizing Party B's strong financial capacity and the advanced technology and
equipment and scientific management experience of its overseas sister companies,
and promptly enhance the business capability of Newsnet in Shenzhen by
allocating the foreign labour and material resources. All these measures are
believed to be attributable to the future success of Shenzhen's information
industry in catching up with the international level.
Party A is also the holder of a Telecommunication Business Operation Approval
(Approval Number: GD SZ P0007) (the "Approval") issued by the Guangdong
Provincial Telecommunication Business Management Office, allowing it to carry
out computer information internet services in Shenzhen, Guangdong Province, PRC.
The parties will, on the above basis, progressively expand the information
services of large cities such as Beijing, Shanghai, Wuhan, Guangzhou and
Chongqing, making an effort to develop Newsnet into one of the most influential
INTERNETS in PRC.
II. PROJECTS OF COOPERATION
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1. Party A hereby appoints Party B as its sole agent of the following business.
Thereupon Party B may provide service under the brandname of Party A to society
and Party A has assigned the Designated Code of 96341 to Party B for use:
(a) ISP agency business and valued-added business related to INTERNET which
is subject to the government regulations.
(b) Development and marketing of IT industry
(c) System integration service.
(d) Customer training and technical support services.
III. RESPONSIBILITIES OF BOTH PARTIES
PARTY A'S RESPONSIBILITIES:
1. obtaining all licenses, permits approvals and all procedures necessary for
Party B to operate business it intends to carry out in Shenzhen and similar
business in territories outside Shenzhen;
2. assigning its technical staff to participate in areas as network
construction, project design and implementation, operation management and
business control;
3. Applying to the relevant authorities for all license and approvals necessary
for the operation of Party B's business and for the use of relays required for
operation;
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4. providing the sites and power supply necessary for wiring equipment when
the business commences operation;
5. supply any information and documents required by Party B for its business
operation;
6. comply with all applicable laws and regulations;
7. provide support and assistance to Party B requested by Party B from time to
time relating to the operation of Party B's business; and
8. honour all contracts and agreements entered into with other third parties
introduced by Party B.
PARTY B'S RESPONSIBILITIES:
1. providing capital investment on the setting up of wiring equipment of Line
1000 and providing the capital needed in the related businesses;
2. providing public information services and introducing advanced technology
and equipment from other countries;
3. exploring actively the market of Newsnet to attract users and providing
quality before-sale and after-sale services to the users;
4. operating the business in accordance with the laws and complying with the
rules and regulations governing telecommunications in China so as not to
damage the reputation of the industry; and
5. delivering timely the relevant statements of business and the details of
the users to Party A.
IV. AGENCY EES
Party A agrees that for the first eighteen months from the commencement of the
agency business, Party B shall have 69% of the net profits gained (i.e. after
tax and all
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operating expenses including operating expenses of Party B) as agency fees.
From the nineteenth months onwards, Party B shall have 55% of the net profits
gained (i.e. after tax and all operating expenses including operating expenses
of Party B) as agency fees.
Manner and time of appropriation: Party A agrees that Party B shall collect all
payments from customers on behalf of Party A. Agency fees calculated in
accordance with the above shall be deducted and be retained by Party B at the
end of every financial year. The remaining sum shall then be returned to Party
A.
V. TERM OF COOPERATION
This Agreement shall be effective from the signing date of this Agreement and
shall continue for a term of 12 years unless an early termination is agreed in
writing by both parties. Upon the expiry of the term, the continuance of
cooperation will be subject to further negotiation.
VI. DEFAULT
(1). Any contravention to any term of this Agreement other than due to factors
relating to force majeure or policies shall be deemed as a default.
(2). The party in default shall accept all financial and legal liabilities
arising therefrom.
VII. AMENDMENT AND SUPPLEMENT OF THE AGREEMENT
Matters not contained herein shall be negotiated separately by both parties and
be included in a supplement in writing, which shall then be signed by both
parties. The supplement shall have the same force and effect as this Agreement.
VIII. SETTLEMENT OF DISPUTES
This Agreement is governed by the laws of People's Republic of China and any
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dispute arisen between the parties during its performance shall be initially
settled through cordial negotiations and be, only when necessary, brought before
the Shenzhen sub-commission of China Foreign Economic and Trade Arbitration
Commission for arbitration. The judgment of the arbitration shall be conclusive
and binding on both parties and all the relevant costs thereof shall be borne by
the party which loses the case.
IX. This Agreement is executed in both English and Chinese and in triplicates.
Each copy shall have same legal effect. In case of any inconsistency between
English and Chinese version, Chinese version shall prevail.
Party A: (chop) Party B: (chop)
Authorized Representative: Authorized Representative:
Date: ,1998 Date: ,1998
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