|
EXHIBIT
10.11
(English Translation of an Agreement originally
drafted in Mandarin Chinese)
Business Joint Venture Agreement
Made between
Party A : Shanghai Quo Advertising Company Limited
Party B : Wuhan Xin An Technology Development Company
Limited
In accordance with the Code of Law of People’s Republic of
China Governing Contracts and all other relevant laws and
regulations and based on the principles of the equality, voluntary
freewill and conciliation Party A and Party B have reached
agreement with each other to co-operate in a business regarding
outdoor LED Panels in the City of Wuhan which agreement is as
follows::
Section 1 : The Rights and Obligations of Party A
|
1.
|
Party A shall in accordance with the
applications submitted by Party B to the relevant authorities set
up 120 sets of Small Scale LED Panels and one to two sets of Large
Scale LED Panels at prime locations within the City District of
Wuhan City for all advertisement purpose. Party A shall be
responsible for the costs and expenses in relation to the building,
installation, tuning and management control of the LED Panels and
also for the rental payable for the locations of the Panels and the
daily maintenance and running expenses in respect of the
same.
|
|
2.
|
The Small Scale LED Panels to be
made and manufactured by Party A shall be of the dimensions as
stated in the relevant submissions of Party B for the approval of
the relevant authorities.
|
|
3.
|
Party B shall complete the
application process for approval of all relevant authorities and
government departments no later than 30 th April, 2007.
Party A shall complete the installation work in accordance with
Party B’s application in two stages. The first stage shall be
completed on or before 31 st May, 2007 and the second
shall be completed on or before 30 th September,
2007.
|
|
4.
|
Party A shall have the ownership of
the property of the LED advertisement boards to be built using the
investment from Party A hereunder. Party A shall also have the
right to use the locations of these LED Panels for the placing of
advertisements for a period of eight years counting from the date
of the certificate to be issued for the completion of installation
(i.e. 30 th September, 2007). This Agreement shall
continue to have effect for eight years from the date it begins to
take effect provided that Party A shall have a right of first
refusal to renew this contract if the performance of this contract
has been in good order.
|
|
5.
|
Party A shall pay the following fees
and expenses in the following manner :-
|
|
|
(1)
|
Standard of charges:
|
|
|
|
(i)
|
Road Levy (i.e. the rental for the
locations as stated in paragraph (1)(a) above : RMB20,000
|
|
|
1
|
|
|
|
|
|
per panel (such payment is an
one-off payment). During the effective period of this Agreement
(i.e. within eight years from the date it begins to take effect)
the charges for location within the red demarcation line on the
relevant map shall be borne by Party A even if such charges shall
exceed RMB20,000 per panel Provided that the total number of Panels
within the red line shall not exceed 20 in number. The exact number
of such panels will be confirmed in writing by Party A.
|
|
|
|
(ii)
|
The fee payable in connection with
the submission of the applications for approval of the installation
work : RMB250,000 (one-off payment).
|
|
|
|
(iii)
|
The Foundation Fee payable for the
installation the LED Panels foundations: RMB25,000 per Panel
(one-off payment).
|
|
|
|
(iv)
|
LED panel Operational Right Fee:
annual payment of RMB2,000,000 on the basis of 120 Small Scale LED
panels being operational.
|
|
|
(2)
|
Manner of Payment
|
|
|
|
(i)
|
Party A shall pay a deposit of
RMB100,000 to Party B within one week of this Agreement taking
effect. If Party B cannot obtain all the relevant approvals from
the authorities for the locations of the installation before 31
st March, 2007 then Party B has to return the deposit of
RMB100,000 to Party A. If Party A gives up the project hereunder
("Project") and its investment after the issue of the formal
approval papers then Party A will be taken to have forfeited its
deposit of 100,000RMB which shall become the compensation payable
to Party B.
|
|
|
|
(ii)
|
Party A shall pay Party B the
approval fee of RMB250,000 (less the sum of RMB150,000 after the
deduction of the deposit of RMB100,000 which has been paid) within
one week after the formal approval papers have been issued by the
City Management Bureau for the locations of the LED Panels in this
Project.
|
|
|
|
(iii)
|
Subject to Party B’s
completing the approval applications (excluding application
regarding telecommunications) Party A shall pay a 50% installment
of LED panels Foundation Fees of RMB750,000 regarding the first
stage of 60 Small Scale LED Panels and pay the Road Levy of
RMB600,000 in respect of the first stage of the Project comprising
60 panels (again being 50% of the total levy). The remaining
balance will be paid within one week after the issue of certificate
certifying the completion of the first stage of the LED panels in
the Project with reference to the number of Small Scaled LED panels
actually built.
|
|
|
|
(iv)
|
50% of the LED panels Foundation
Fees in respect of the second stage of the Project with the other
60 Panels, being the sum of RMB750,000 shall be paid within the
week immediately before the commencement of the installation work.
At the same time, 50% of the Road Levy in respect of the second
stage of the Project comprising 60 LED Panels, being the sum of
RMB600,000 shall also be paid. The remaining balance will be paid
within one week after the issue of certificate certifying the
completion of the second stage
of the LED panels in the Project with reference to the number of
Small Scaled LED panels actually built
|
|
|
2
|
