This Joint Venture Agreement is made on 1st June, 2000, with accordance to the
Corporation Law of People's Republic of China.
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Between
Party A: Shenzhen Chuangyuan Network
Technology Investment Co. Ltd
Address: A1908A, Electronic Technology
Building, Futian District, Shenzhen, China
Party B: Shenzhen Intermost Electronic
Commerce Co. Ltd
Address: 38 Floor, Guomao Building, Renmin
Road, Shenzhen, China
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Whereas
Both Parties hereby agree to invest and form an equity joint venture company
with detail agreements as following:
1. Name & Address
Name of the joint venture company: Shenzhen SinoE E-commerce Co. Ltd. ("the
Company")
1.2 Address: Shenzhen, Guangdong Province, P.R. China
1.3 The Joint Venture will be set up in Limited Liability Company
2. Business Scope
2.1 Based on the common understanding of the development of internet business,
both parties agree to work together to develop the electronic commerce
market by jointly effort of the two parties.
2.2 Business Scope
* To focus on the electrical appliance industry, to provide on-line
trading services, which includes information, strategic purchasing,
selling, auction, logistic, legal services, quality certification and
advertisement etc.
* To provide E-commerce solution and related technology services and
implementation for enterprises.
* To provide related support and services for above business activities.
3. Registered Capital
3.1 The Capital Authorized of the company is RMB 15 million.
3.2 Investment and Equity Ratio
* Party A: RMB 9 million Yuan Cash invested owning 60% equity.
* Party B: RMB 6 million Yuan Cash invested owning 40% equity.
According to the pre-determined objective agreed by both parties, the
company's final Registered capital will be RMB 100 Million Yuan, and 50% of
which will be left to attract strategic investors or business partners to join
in.
Details of new share subscription plan will be regulated in a separate
agreement.
3.3 It is agreed by both parties to transfer the said amount of cash investment
to the temporary bank account of the Company, within 7 days after the
registration of the Company name. Any delay will be subjected to a penalty
of a late fee of 0.01% of the total amount.
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3.4 Registered Capital Assessment made by registered accountant are required
upon the completion of the investment of each party, and an Investment
Certificate will be issued to each investor by the Company.
3.5 Any changes in the Registered Capital shall be approved by the Board of the
Directors of the Company, then apply to the authorized government
department to proceed the formality.
3.6 Unless with the consent of the other party, if any party wants to transfer
its, whole or partial equity, the other party is always entitled to have
the priority to buy the assigned equity at a price not higher than selling
price to any third party. Internal equity transfer within each party=s
subordinate or affiliated company will not be included in this case.
4. Responsibilities & Liabilities
4.1 Party A's responsibilities
* Company registration and office rental.
* Recommend excellent management and operation staff for the company.
* In charge of the daily operation and management.
* Other affairs that the company consigns.
4.2 Party B's responsibility
* To provide the advanced management experiences in internet business.
* To recommend excellent management and operation staff for the company.
* To introduce and recommend members and projects.
* Other affairs that the company consigns.
5. Board of Directors
5.1 Board of Directors will be set up on the day the company is registered.
5.2 5 directors in the Board of Directors, including 3 from Party A and 2 from
Party B. The directors appointed period is 3 years, Reappointed is allowed.
5.3 There are 1 Chairman appointed from Party A and 1 Vice Chairman appointed
from Party B in the Board of Directors. Chairman of Board of Directors is
the Legal Representative of the Company, who is in charge of holding the
meeting of Board of Directors. Vice Chairman is in charge of assisting
Chairman to execute his or her fulfillment and function. The appointed
period of Chairman and Vice Chairman is the same as Directors.
5.4 The Board meeting can be held at either a fixed or casual date. The fixed
meeting will be held twice a year, and casual meeting shall be proposed by
at lease 1/3 of the directors. Directors shall be informed by written
notice about the time, venue, and topic of the Board meeting.
In case any director can=t attend the board meeting, a written notice is
required to consign any other people to represent him or her to attend the board
meeting.
5.5 The responsibility of the Board of Directors:
1. To modify The Company Act
2. To determine the Company's operation period, and termination of the
Company.
3. To determine the incensement, decreasement, or transferment the registered
capital of the Company.
4. To appoint or remove General Manager and Chief Finance Officer of the
Company.
5. To determine the merger and acquisition affair of the company
6. To set up or dismiss the company's subordinate company, branch offices, or
representative agent etc.
7. To approve the financial budget, and to determine withdraw ratio, profit
allocation, and deficit disposal of the Company's three funds
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8. To make the Company's operation strategy and determine the annual business
plan and financial budget.
9. To determine the accounting rules and financing strategy
10. To work out the Company's organizational structure. To approve the
personnel regulations such as salary, benefit, welfare etc. And determine
the salary of the directors and high lever staff.
11. To review and make approval to the business operation report submitted by
the Company's Operation Committee.
12. To determine the operation regulation of the company.
13. To review and determine other important issues proposed by the directors.
14. For the items 1-9, Board resolution should be made with all directors=
unanimous agreement. For items 10-14, Board resolution can be made with the
approval of 3/5 of directors or their representatives presented.
6. Operation Management
Under the supervision of Board of Directors, General Manager is
authorized to in charge of the Management and Operation of the whole
company.
7. Both Parties agree to appointed Mr Guo Lei as the representative to handle
the application of the company registration, Mr Guo Lei will take the legal
responsibility to guaranteed to submit authentic, valid and legal document
to the registration department.
8. Upon the agreement of the two parties, the set up activity shall be
terminated, in case, for any reason, the set up of the Company can not
represent original desire intension of both Parties, and expenses shall be
shared between the two parties.
9. In the case, this agreement is conflict to the Company Act, The Company Act
is Prevailing.
This Agreement is hereby signed as follows:
Party A:
Authorized Signature:
Date:
Party B: Shenzhen Intermost Electronic Commerce Co. Ltd
Authorized Signature:
Date:
