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Unofficial Summary
Translation
Cooperative
Agreement
Party A: Beihai
Hi-Tech Wealth Technology Development Co., Limited
Party B:
Shanghai Xiang Guo Wang Lu Technology Development Limited Co.,
and Shanghai Xiang Guo Advertising Limited
Co.
1.
Cooperation Principles:
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Both parties
agree to establish separate principles for direct TV marketing and
distribution. Party B will be the sole direct TV marketing and
distributor of Party A’s goods, regardless of any possible
changes in the model of the goods.
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Party A bears
the cost to supply the goods for direct TV marketing (including
tax):
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Costs of supply
(“COS”) = Bill Of Material price (“BOM”) +
damages incurred during production + costs of production + service
charge (after-sales) + reasonable damage + research fees +
tax.
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Both parties
agree that the COS provided by Party A to Party B should be
evaluated every 60 days. In the event of any outrageous cost, over
10% of previously evaluated, the COS shall be re-evaluated by both
parties.
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Party A should
notify Party B the BOM per month.
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If Party A
carries out any major distributions activities and having a major
adjustment to the COS for the distribution, both parties should
evaluate in advance the COS provided by Party A to Party
B.
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The principle
of COS for the cellular phone accessories provided by Party A to
Party B are based on the followings: The supply of accessories that
are produced Party A are based on the costs of production. The
supply of accessories that are purchased externally depends on
their purchase price.
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To encourage
Party B, Party A will subsidize Party B for TV advertising on a
monthly basis, subject to the quantity of the goods sold. Prior to
availability of a new model in the market, both parties should have
a mutual agreement for the amount and standard of subsidy from
Party A to Party B.
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The subsidy
standard for F8 brand is RMB400 per device. If there are any
upgraded new goods that have been released in the market, both
parties can adjust the subsidy standard for F8 brand. The subsidy
cost for other goods will be calculated separately, and will be an
exhibit to this agreement.
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The number of
goods sold by the party A will be counted from the starting date of
the advertisement through the actual quantity of the products sold
out by Party A, (including the quantity of the products that Party
A sold through other means of distribution).
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Both parties
agreed that party B will be compensated for the subsidy from the
first broadcasting date of the TV advertisement, which must be
supported by TV program broadcasting record.
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The deadline
for compensating subsidy to party B will be extended to the 60
th day following the termination of this agreement
(starting from the formal termination date of this agreement),
provided that Party B promise to advertise the monthly volume of
commercial attaining to every day for 180 minutes and continue over
two months.
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The subsidy
will be clearing before the 10th day of every month. Party A should
pay Party B in cash (to Shanghai Xiang Guo Advertising Ltd.
which will collect and issue checks on
behalf of Party B). In the event of any delays in the payment,
Party A should pay Party B penalty of 0.3% for each day. If the
delay in payment exceeds 15 business days, Party B has rights to
take legal action against party A; and Party B has right to breach
this agreement (stop broadcasting the advertisement as stipulated
in this agreement).
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