EXHIBIT 10.1
EXCLUSIVE COOPERATION AGREEMENT
(English Translation)
This
Exclusive Cooperation Agreement is entered into by and between
the following parties (each, a “
Party ”
and collectively, the “
Parties ”)
as of September 20, 2007:
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1.
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Golden
Group Holdings (Shenzhen) Limited (“
Golden ”)
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Address:
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4/F,
East 3/B, Saige Science & Technology Park, Huaqiang,
Shenzhen, China
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Fax:
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0755-83763482
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Represented
by:
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TU
Guoshen
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2.
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Shenzhen
Chuang Guan Intelligent Network Technology Co., Ltd.
(“
Company ”)
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Address:
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39/F,
Shenzhen Special Zone Press Tower, Shennan Road, Futian,
Shenzhen, PR China
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Fax:
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0755-83510018
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Represented
by:
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ZHANG
Feize
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3.
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China
Security & Surveillance Technology, Inc. (OTCBB
æ
CSCT)
(“
CSST ”)
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Address:
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13/F,
Shenzhen Special Zone Press Tower, Shennan Road, Futian,
Shenzhen, PR China
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Fax:
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0755-83510815
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Represented
by:
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TU
Guoshen
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RECITALS
WHEREAS ,
the Company is a company organized and existing under the laws of
the People’s Republic of China (“
PRC ”);
WHEREAS ,
Golden is a company organized and existing under the laws of the
PRC, with CSST, its ultimate holding company currently listing on
the OTCBB in United States;
WHEREAS, the
Company desires and Golden agrees to provide technical support and
other necessary services to the Company;
WHEREAS, the
Parties desire to set forth certain covenants and agreements
between and among themselves in connection with the exclusive
cooperation relationship contemplated by this
Agreement;
NOW, THEREFORE, in
consideration for the mutual covenants and promises set forth
herein, each Party agrees as follows:
AGREEMENT
U
nless
otherwise defined in the Agreement, the following definitions
shall be used in this Agreement:
“
Business scope of the Company ”
shall mean the business scope describes in the business license of
the Company, which includes,
inter alia ,
establishment of separate entities (subject to the approval of
governmental authorities on a case by case basis), domestic
commercial business, supply and sale of raw materials (exclusive of
commodities under special control of the State); development and
sale of computer soft- and hard-wares; development of network
technology; design, installment and maintenance of safety and
surveillance system, and contract of intelligent construction
system.
“
Certificate ”
shall mean the certificate issued by relevant PRC governmental
department on 10
th March,
2003 with regard to the computer information system certificate
involving government secret and all subsequent renewal of this
certificate.
“
Permitted Business Activities ”
shall refer to any business activities that, according to existing
or future laws and regulations of PRC, are permitted to be engaged
by foreign companies or foreign invested companies, regardless of
the restrictions over the equity ownership percentage, by any
method or through any type of transaction structure.
“
Restricted Business Activities
” shall refer to the other business activities that are
excluded from the scope of the Permitted Business
Activities.
“
S
ervice ”
shall mean the services provided by Golden to the Company under
Clause 2.1.1(1) of this Agreement.
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2.
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EXCLUSIVE COOPERATION RELATIONSHIP
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2.1.1
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Exclusive Cooperation over Permitted Business
Activities
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For
the Permitted Business Activities, the cooperation between the
Company and Golden will include, without
limitation:
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(1)
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Golden
shall provide the Service to the Company as below:
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(a)
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Appointment
and provision of the workforce for any business activities of the
Company.
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(b)
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Provision
of any technology license, equipment, consultation and
support.
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(c)
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Provision
of training services, and
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(d)
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Other
service and support as agreed by all parties.
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(2)
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The
Company shall subcontract all business to Golden or any party
nominated by Golden. Without the prior written consent from Golden,
the Company shall not subcontract any business activities of the
Company to any third party.
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(3)
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Golden
has the right to appoint certain representatives and staffs in the
Company.
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(4)
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Golden
has the right, at its discretion, to require establishing a joint
venture with the Company for the purpose of engaging into any
business activities. Without the prior written consent from Golden,
the Company shall not engage in any joint venture with any third
party for any purpose with regard to the same business
activities.
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(5)
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The
Parties hereby agree that any marketing and business development
activities shall be in the name of both the Company and Golden or
its joint venture. Golden has the right to require the Company to
mark on any marketing documents, advertising brochures and any
other materials of this kind the full name of the Golden. Without
the prior written consent from Golden, the Company shall not engage
in any marketing and business development activities, or print out
and distribute any marketing material, with any third
party.
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(6)
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The
Service provided by Golden is exclusive in nature. During the
course of the term of this Agreement, without the prior written
consent from Golden, the Company shall not sign any agreement with
any third party for the same or similar Service in this
Agreement.
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2.1.2
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Exclusive Cooperation over Restricted Business
Activities
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For
the Restricted Business Activities, the cooperation between
the Company and Golden shall include, without
limitation:
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(1)
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The
Service provided by Golden to the Company. The provision of the
aforesaid shall not make the Company to lose its qualifications
under the Certificate.
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(2)
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The
Service provided by Golden is exclusive in nature. During the
course of the term of this Agreement, without the prior written
consent from Golden, the Company shall not sign any agreement with
any third party for the same or similar Service in this
Agreement.
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2.1.3
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Right Not to Perform
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Notwithstanding
anything to the contrary, Golden may decline to perform any of
its set forth as above if Golden, based on its sole judgment,
reasonably and in good faith believes that it is not in a
position to render such service as required by the Company;
provided, however, that Golden shall promptly notify the
Company of its such decision and provide reasonable assistance
to the Company in making alternative arrangement.
During
the term of this Agreement, without the prior written consent
from Golden, the Company shall not (1) enter into any contract
or any cooperation relationship with any third party; and/or
(2) engage in any other activities that, at the sole
discretion of Golden, may impair Golden’s exclusive
right granted hereunder. The Company shall take all necessary
actions (including but not limited to corporate actions) to
ensure that Golden be the exclusive cooperation partner in any
possible business activities, provided however, such
cooperation shall not violate any PRC laws and regulations.
Except as otherwise provided herein, the Company shall notice
Golden of any contract offer from any client as soon as
practicable.
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3.
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CONSIDERATION FOR THE EXCLUSIVE COOPERATION
RELATIONSHIP
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As
consideration of the exclusive cooperation arrangement, Golden
agrees to provide to the Company RMB5,000,000 in cash and
US$8,907,350 worth of restricted stocks (the “
Shares ”).
The number of Shares to be issued shall be calculated based on the
20-day average closing price of CSST’s stocks prior to the
signing of this Agreement (US$19.094/stock), i.e., 466,500 shares.
The Shares shall be issued to the Company or its designee(s) within
90 days of the signing of this Agreement.
Considering
the support and services provided and/or to be provided by
Golden, the Company hereby agrees to the following profits
sharing scheme:
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