EXHIBIT 10.1
(English Translation of an
Agreement originally drafted in Mandarin Chinese)
BUSINESS JOINT
VENTURE AGREEMENT made between
Party
A:
Nanjing Yiyi Culture Advertising Company Limited
Address:
Room 304, 26 Jiange Road, Nanjing
Corporate
Representatives: Wei Kai Ming
Party B:
Shanghai Quo Advertising Company Limited
Address:
Room 328, Building No. 2, 555 Qingyun Road, Shanghai
Corporate
Representatives: Zhang Li Na
Authorized
Signatory: Hu Xiao
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1.
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Background for
the Cooperation
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Party A has been in the
business of advertisement involving LED panels since 2002 and has
already installed 5 small size LED panels at prime locations in the
City of Nanjing and obtained the approval of the Hunan Road
Management Committee of the City of Nanjing to put up a further 10
LED panels and to further promote the installation of full coloured
LED panels at prime locations in the City of Nanjing. In order to
speed up the pace for the replacement and upgrading of outdoor
advertisement media in the City of Nanjing and to improve the
publication of information of communal interest, Party A intends to
co-operate with Party B to construct not less than 100 full colored
outdoor LED panels in the City of Nanjing and in the obtaining of
the relevant authority to do so. The plan is to build 100 LED
panels in the year 2007, mainly for the broadcasting of relevant
information of communal interest and commercial advertisements and
to make available to members of the public both types of
information. This will be accomplished through a mode of service
combining network technology with more traditional forms of
communication and with a view to promote the development of service
industries in an urban environment through information
technology.
In order to speed up the
completion of the installation of full coloured LED panels at
outdoor prime locations in the City of Nanjing and to enhance the
commercial effectiveness of such operation, Party A and Party B
have entered into serious negotiation based on the principles of
“pooling of resources, mutual reinforcement utilizing the
strength of each party, equality and mutual benefits and synergic
development.” Party A and Party B have reached agreement on
the formation of a strategic partnership for the investment in,
management and operation of the project for the installation of the
outdoor LED panels mentioned above (“Project”), and
shall strive to build together a platform for investment in and the
financing, management and operation of the Project using modern
corporate management models in the professional operations and
management of the Project, and also with a view to produce the
utmost benefit to society whilst attaining the best return in such
business venture.
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2.
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The Basis of
the Cooperation
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1.
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The joint venture hereunder
shall last for a duration of 20 calendar years.
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2.
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Party B shall be responsible
for the design of the LED panels and for providing all the required
capital in the installation and operation of the 100 LED panels
envisaged hereunder and to ensure that the installation and
operation of the relevant LED panels will be technologically and
instrumentally safe and secure.
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3.
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Party B shall be responsible
for the acquisition of the relevant equipment and undertake to
complete the installation of each LED panel in the Project within
one and half calendar months of the issue of the relevant papers by
the government giving approval for such installation. If the
relevant installation is not completed within the abovementioned
period of time for any reason attributable to Party B, then the
computation of the business return to Party A hereunder shall not
b
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