Joint Venture Agreement
Exhibit
10
Party
A:
Greater China Media and Entertainment Corp. (Formerly AGA
Resources, Inc.), a company incorporated under the laws of the State of Nevada
and trading on the NASD OTCBB under symbol “GCME”.
Address:
10th
Floor, Building A, Tongyongguoji Center
Xx.
0
Xxxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx
Legal
Representative: Wei, Xin
Position:
Chairman
Party
B:
BEIJING NEW-ELEMENT CO. LTD., a company organized and existing under
the
laws of People’s Republic of China.
Address:
0xx
Xxxxx,
Xxxxx #0, Xxxxxxxxx Xxxxxxxxx, XxxxXxx,
Xxxxxxx,
Xxxxx
Legal
Representative: Xxxx, Xxx
Position:
General Manager
Whereas:
Party
A
and Party B reached an agreement for mutual benefit and joint development,
both
parties agree as follows:
1.
Structure of Co-operation
1.1 A
Joint
Venture (JV) will be formed in Beijing China;
1.2 Registered
Capital of the JV will be 1 million RMB, of which, 510,000 RMB of registered
capital will be invested from Party A who will own 51% of the JV, the rest
will
be invested from Party B who will own 49% of the JV;
1.3 Party
B
will also transfer all the signed marketing and promotion commercial contracts
(“Transferred Contracts”) to the JV.
2.
Rights
with respect to the Transferred Contracts
2.1 JV
is the
beneficial owner of the Transferred Contracts;
3.
Rights
and Obligations
3.1 Rights
and Obligations of Party A
3.1.1 Party
A
will invest 510,000 RMB as registered capital of the JV and Party A will
own 51%
of the JV;
3.1.2 Party
A
will provide the required working capital according to the JV’s Business
Plan;
3.1.3 Party
A
will be in charge of JV’s accounting management;
3.1.4 The
board
of the JV will have 3 or 5 members. Party A has the right to appoint 2 members
if the board has 3 members or 3 members if the board has 5 members;
3.1.5 If
the JV
meets the profit projection in 3 years, Party A has
the
option to acquire the 49% ownership of the JV from Party B for a price equal
to
six times the average annual profit for the past 3 years.
3.1.6 If
the JV
meets the profit projection in 3 years, but Party B decided to terminate
this Agreement, Party A has the right to require Party B to return all the
investment made by Party A;
3.1.7 Party
A
has the right to require Party B not to transfer its ownership to any third
party during the term of this Agreement, except for transferring his ownership
to Party A according to Section 3.1.5 of this Agreement;
3.1.8 Party
A
has the right to get cooperation from Party B in order to comply with the
annual
audit requirements of the SEC, if any, and such cooperation with include
working
with a PCAOB approved
accounting firm retained by Party A which is credentialed to practice before
the
SEC.
3.1.9 Party
A has
right not to distribute the profit to both parties within the first 3
years;
3.1.10 Party
A
will issue 2 million new common shares of Party A to
Xxx
Xxxx, owner of
Party B in an offering exempt from registration pursuant to Regulation S
under
the
Securities
Act
of 1933, as amended. The parties agree that these shares will be restricted
from
trading for 2 years from the date hereof in accordance with this Agreement.
If
the JV meets the
profit projections for the first 2 years, the
restriction agreed to hereby with be removed and the shares will
be
entitled to qualify for trading privileges
pursuant to Rule
144
in accordance with the provisions and limitations
of that
rule; otherwise, if the profit projections are not met, Party
A
has the right to cancel the
shares on a pro rata basis based
on
their market value and the profit
shortfall from projections
and Xxx Xxxx will surrender the certificates for cancellation
and not contest
the cancellation.
3.2.
Rights and Obligations of Party B
3.2.1 Party
B
will invest 490,000 RMB as registered capital of the JV and Party B will
own 49%
of the JV;
3.2.2 Party
B
is responsible for the daily operations;
3.2.3 Party
B is
responsible for ensuring all the operations will comply with related rules
and
regulations in China. The JV will focus on marketing and promotion events
and
activities for enterprises. Party B is responsible to ensure the core management
team will work for the JV for no less than 3 years;
3.2.4 If
the JV
meets the profit projection in 3 years, Party B has the right to require
Party A
to acquire the 49% ownership of the JV from Party B for a price
equal to six times the average annual profit for the past 3
years;
3.2.5 The
board
of the JV will have 3 or 5 members. Party B has the right to appoint 1 member
if
the board has 3 members or 2 members if the board has 5 members;
3.2.6 Party
B
will not conduct business with any third party which will have conflict interest
with the JV;
3.2.7 Party
B
has the exclusive right with Party A to conduct marketing and promotion
business. Party A can not co-operate with any third party for marketing and
promotion business.
4.
Time
to set up the JV
4.1 Both
parties will start submitting the required documents for setting up the JV
within one month after signing this Agreement.
5.
Settlements
of Disputes
All
disputes among the Parties arising from this Agreement shall be settled through
friendly negotiation. In case no settlement can be settled through negotiation,
any Party has the right to submit such disputes to China International Economic
and Trade Arbitration Commission (CIETAC). And the arbitration
decision shall be final and binding on both parties. The expenses for
arbitration shall be borne by losing party unless otherwise stated by
Arbitration
Commission.
6.
Term
of Agreement
This
Agreement has a term of Twenty (20) years from the signing of this
Agreement.
7.
General
7.1 This
Agreement sets forth the entire agreement and understanding of the parties
in
respect to the matters contained herein and supersedes all prior agreements,
arrangements and understandings relating thereto;
7.2 All
of
the terms and conditions of this Agreement shall be binding upon, and inure
to
the benefit of and be enforce-able by, the parties hereto;
7.3 This
Agreement may be amended, modified, superseded or canceled, and any of the
terms
or conditions hereof may be waived, only by a written instrument executed
by
each party hereto or, in the case of a waiver, by the party waiving compliance.
The failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect its right at a later time to enforce
the same. No waiver of any party of any condition, or of the breach of any
term
contained in this Agree-ment, whether by conduct or otherwise, in any one
or
more instances shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or a waiver of any other condition
or of
the breach of any other term of this Agreement. No party may assign any rights,
duties or obligations hereunder unless all other parties have given their
prior
written consent;
7.4 If
any
provision included in this Agreement proves to be invalid or unenforceable,
it
shall not affect the validity of the remaining provisions;
7.5 This
Agreement and any amendment or modification of this Agreement may be executed
in
several counterparts or by separate instruments
and
all
of such counterparts and instruments shall constitute one agreement, binding
on
all of the parties hereto.
8.
Form
of Signature
The
parties hereto agree to accept a facsimile transmission copy of their respective
actual signatures as evidence of their actual signatures to this Agreement
and
any amendment or modification of this Agreement; provided, however, that
each
party who produces a facsimile signature agrees, by the express terms hereof,
to
place, promptly after transmission of his or her signature by fax, a true
and
correct original copy of his or her signature in overnight mail to the address
of the other party.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first set forth above.
|
Party
A: Greater China Media and Entertainment Corp.
|
Party
B: BEIJING
NEW-ELEMENT CO. LTD.
|
||
|
/s/
Xxx Xxx
|
/s/Xxx Xxxx | ||
|
|
|
||
| Name:
Xxx
Xxx Title: Chairman |
Name:
Xxx
Xxxx Title: General Manager |
