EXHIBIT 10.1
(English Translation of an Agreement originally
drafting in Mandarin Chinese)
BUSINESS JOINT VENTURE AGREEMENT
made between
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Party A:
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Shanghai Zhong Ying Communication Engineering
Company Limited
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(CHINESE OMITTED)
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Address:
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30/F, 933 Zhongshanxi Road, Shanghai
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Corporate
Representatives: Jiang Wen Qing (CHINESE OMITTED)
Authorised
Signatory: Zhao Jun Ye (CHINESE OMITTED)
Party B: Shanghai Quo Advertising Company
Limited
(CHINESE OMITTED)
Address: Room 318,
Building no. 2, 555 Qingyun Road, Shanghai
Corporate
Representatives: Zhang Li Na (CHINESE OMITTED)
Authorised
Signatory: Hu Xiao (CHINESE OMITTED)
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1.
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Background for the
Cooperation
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Party A has assumed responsibility
and obtained the relevant approvals of the Committee for Population
and Birth Planning and the (CHINESE OMITTED) of the People’s
Government of Huangpu District of the City of Shanghai for a
project to build LED panels at outdoor locations. The plan is to
build 200-odd 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 meet the propaganda
requirements of the relevant governmental departments of the
Huangpu District, to speed up the completion of the installation of
the LED panels at outdoor locations 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
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1
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capital in the installation and operation of the
200 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 be affected
by such delay.
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4.
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Party A shall procure the issue by the relevant
supervisory departments of the government of all the papers and
approvals required for the i
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