EXHIBIT 10.2
LETTER OF INTENT
Party A: Chengdu Qianfeng Digital Audio/Video Equipment Co. Ltd. of China
Party B: China NetTV Corp.
(registered in BVI, the subsidiary company of Richco Investors Inc.)
Through friendly straightforward communications, both Parties come to an
agreement on the development of China cable digital TV broadcasting (DTV-C) and
the marketing of digital set top box, and agree to set up a joint venture
company named Chengdu Qianfeng NetTV Co., Ltd., so as to adequately utilize the
resources of both Parties, complement each other and unite each other. The
Parties hereby agree as follows:
1. Both parties set up the Joint Venture Company in Chengdu, Sichuan province,
China. Party A will contribute all its assets (including tangible assets
and intangible assets). Party B will contribute cash.
2. The organization form of the joint venture company is a limited liability
company. Each party to the joint venture company is liable to the joint
venture company within the limit of the capital subscribed by it. The
profits, risks and losses of the joint venture company shall be shared by
the Parties in proportion to their contributions of the registered capital.
3. The total amount of investment of the joint venture company is US$20.6
million that can be changed into RMB Yuan 170.362 million (US$1 is equal to
RMB Yuan 8.27). Thereinto, Party A owns 49% of the total amount and Party B
owns 51% of the total amount.
4. Party A contributes all its effective assets such as cash and equipment
based on an appraisal. Party B contributes cash and will pay its
contribution in two stages.
5. If there is something not mentioned here, it shall be settled through
friendly consultations between both parties.
6. There are four copies of the agreement. Each party holds two. This
agreement will take effect as soon as the representatives of both parties
sign it.
Chengdu Qianfeng Digital China NetTV Corp.
AV Equipment Co., Ltd.
Signature: /s/ Jiufu Jiang Signature: /s/ Ernest K. Cheung
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Date: April 6, 2000 Date: April 6, 2000
