Looking for an agreement? Search from over 1 million agreements now.

Joint-venture Contract

This is an actual contract by China Cable & Communication.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.1


Joint-venture Contract


Of


Baoding Pascali Broadcasting Cable TV
Integrated Information Networking
Company Limited


between


Baoding Pascali Multi-media Transmission Networking Co., Ltd.


and


Solar Touch Limited


July, 1999
Baoding City, Heibei Province, China


CONTENT


CHAPTER 1 GENERAL PROVISIONS 4


CHAPTER 2 THE PARTIES TO THE JOINT VENTURE 4


CHAPTER 3 THE COMPANY 5
3.1 Incorporation
3.2 Joint Venture Information
3.3 Obedience of Law
3.4 Form of Organization


CHAPTER 4 OBJECTIVE, SCOPE AND SCALE OF BUSINESS 6
4.1 Objective of Business
4.2 Scope of Business
4.3 Scale of Business


CHAPTER 5 TOTAL AMOUNT OF INVESTMENT AND 6
REGISTERED CAPITAL
5.1 Total Investment
5.2 Registered Capital
5.3 Methods of Contribution
5.4 Schedule of Contribution
5.5 Alteration of Registered Capital


CHAPTER 6 RESPONSIBILITIES OF EACH PARTY TO 8
THE JOINT VENTURE
6.1 Responsibilities of Party A
6.2 Responsibilities of Party B


CHAPTER 7 BOARD OF DIRECTORS 9
7.1 Establishment
7.2 Composition, Appointment and Replacement
of Directors
7.3 Approval of Resolution


7.4 Legal Representative
7.5 Meeting of the Board
7.6 Annual General Meeting
7.7 Authorized Representative
7.8 Notice of Meeting
7.9 Reminder of Meeting
7.10 Director's Fees and Expenses of Meeting


CHAPTER 8 OPERATION AND MANAGEMENT 12
8.1 Reporting System of General Manager
8.2 General Manager and Departments
8.3 Dismissal


CHAPTER 9 PREPARATORY ISSUES 13
9.1 Amortization
9.2 Asset Evaluation
9.3 Profit Distribution


CHAPTER 10 LABOR MANAGEMENT 13
10.1 Employment Contract
10.2 Remuneration Package


CHAPTER 11 TAXATION, FINANCE AND ACCOUNTING 13
11.1 Tax Payment by Company
11.2 Tax Payment by Personnel
11.3 Reserve
11.4 Accounting Year
11.5 Audit
11.6 Financial Report


CHAPTER 12 TERM OF JOINT VENTURE 15


CHAPTER 13 PROPERTIES UPON EXPIRY 15
OF JOINT VENTURE


CHAPTER 14 INSURANCE 15


2


CHAPTER 15 CONFIDENTIALITY 15
15.1 Definition
15.2 Scope of Confidentiality


CHAPTER 16 AMENDMENT & TERMINATION 16
OF THE CONTRACT
16.1 Amendment
16.2 Termination
16.3 Compensation


CHAPTER 17 LIABILITIES FOR BREACH OF THE CONTRACT 17
17.1 Breaching Events
17.2 Liabilities


CHAPTER 18 FORCE MAJEURE 17


CHAPTER 19 APPLICABLE LAW 18


CHAPTER 20 SETTLEMENT OF DISPUTES 18
20.1 Arbitration
20.2 Continuance of the Contract


CHAPTER 21 LANGUAGE OF THE CONTRACT 18


CHAPTER 22 EFFECTIVENESS AND MISCELLANEOUS 18
22.1 Effectiveness
22.2 Approval
22.3 Notices
22.4 Signing


3


CHAPTER 1 GENERAL PROVISIONS


In accordance with the "Law of the People's Republic of China on Chinese-Foreign Equity Joint Venture" (the "Equity Joint Venture Law") and the "Company Law of the People's Republic of China" (the "Company Law") and other relevant Chinese laws (the "Chinese laws") and regulations of the People's Republic of China ("China"), Baoding Pascali Multi-media Transmission Networking Co., Ltd. and Solar Touch Limited, adopting the principle of equality and mutual benefits, through friendly consultation and discussion, have entered into an agreement ("the Contract") for the establishment of a joint venture named Baoding Pascali Broadcasting Cable TV Integrated Information Networking Co. Ltd. ("the Company") in Baoding City, Hebei Province, China.


CHAPTER 2 THE PARTIES TO THE JOINT VENTURE


2.1 THE PARTIES TO THE JOINT VENTURE


The parties to the joint venture and their legal representative or
company representative are as follows:


(1) Party A: Baoding Pascali Multi-media Transmission
Networking Co., Ltd..
Registration Place: Baoding City, Hebei Province, China
Legal Representative: TAN Zu-ping
Nationality: China
Position: Chairman
Legal Address: Block D, Chuang Ye Centre, State Gaoxin
District, Baoding, Heibei Province, China


(2) Party B: Solar Touch Limited
Registration Place: British Virgin Island
Legal Representative: ZHAO Bing
Nationality: China
Position: Chairman
Legal Address: Suite 1101-02 Asia Pacific Finance Tower,
Citibank Plaza, 3 Garden Road, Central,
Hong Kong


4


CHAPTER 3 THE COMPANY


3.1 INCORPORATION


Party A and Party B agrees to establish the joint venture Baoding
Pascali Broadcasting Cable TV and Integrated Information Networking
Co., Ltd. in accordance with the Equity Joint Venture Law and other
relevant company laws of the People `s Republic of China. The date of
issue of the business license shall be the date of the establishment of
the Company (the "Establishment Day").


3.2 JOINT VENTURE INFORMATION


The legal name and address of the joint venture are:
Name in Chinese:
Name in English: Baoding Pascali Broadcasting Cable TV Integrated
Information Networking Co. Ltd.
Legal Address: High and New Technology Development Zone, Baoding
City, Hebei Province, China


3.3 OBEDIENCE OF LAWS


All activities of the Company in China shall follow the published laws
and regulations of China (generally called "Chinese laws"). All rights
and interests of the Company are protected by the Chinese laws.


3.4 FORM OF ORGANIZATION


The Company is a limited liability company. When one party has
completely contributed its own amount of the Company's registered
capital stipulated in the Contract, the party shall not be demanded to
further provide any fund by funding, loans, guarantees or other kinds
of financing to the Company or for the Company. The Company shall be
responsible for its own liabilities or other obligations with its own
assets. Both parties do not take any responsibility for any individual
or entity for the reason of the Company's own liabilities or
obligations. The profit and interest of the Company are distributed in
proportion to the respective capital contribution from the parties
("contributing proportion"). The parties take the loss risk of the
Company with the limitation of the respective capital contribution of
each party.


5


CHAPTER 4 OBJECTIVE, SCOPE AND SCALE OF BUSINESS


4.1 OBJECTIVE OF BUSINESS


The objective of the Company is to implement advanced scientific
management skills with the advantage of advanced multi-media
transmission network as well as assure the shareholders of a reasonable
return from the social and economic benefit through first class
services.


4.2 SCOPE OF BUSINESS


The Business scope of the Company includes: development and
construction of broadband interactive multimedia information network,
telecom network products, audio transmission, image transmission, data
transmission; and development of repair techniques of cable TV
equipment and electric appliances. Foreign party is not allowed to
touch on broadcasting which shall be operated solely by the Chinese
party.


4.3 SCALE OF BUSINESS


The scale is the construction of an interactive optical fiber cable
network eventually linked to the distribution system of the
subscribers. Backbone ring-network's length is about 700 km whilst
village cables linked from county to village (or with over 500
subscribers) are about 3000 km.


CHAPTER 5 TOTAL AMOUNT OF INVESTMENT
AND REGISTERED CAPITAL


5.1 TOTAL AMOUNT OF INVESTMENT


The total amount of investment of the joint venture is One Hundred
Twenty Two Million Forty Hundred and Twenty Five Thousand in Renminbi
(RMB122,425,000; equals to USD14,800,000).


6


5.2 REGISTERED CAPITAL


The registered capital is Seventy Million in Renminbi (RMB70,000,000;
equals to USD8,460,000). In the registered capital:


(1) The contribution of Party A is Thirty Five Million and Seven
Hundred Thousand in Renminbi (RMB35,700,000; equals to
USD4,310,000), being 51% of the registered capital.


(2) The contribution of Party B is Thirty Four Million and Three
Hundred Thousand in Renminbi (RMB34,300,000; equals to
USD4,145,000), being 49% of the registered capital.


5.3 METHODS OF CONTRIBUTION


(1) The parties shall make the contribution to the Company in the
following methods:
(a) Party A: Network and related equipment worth Twenty
One Million and Seven Hundred Thousand in Renminbi
(RMB21,700,000; equals to USD2,622,600); intangible
asset (franchise, goodwill) worth Fourteen Million in
Renminbi (RMB14,000,000; equals to USD1,692000);


-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |