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BUSINESS JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

BUSINESS JOINT VENTURE AGREEMENT | Document Parties: Business Joint Venture | Shanghai Quo Advertising Company Limited You are currently viewing:
This Joint Venture JV Agreement involves

Business Joint Venture | Shanghai Quo Advertising Company Limited

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Title: BUSINESS JOINT VENTURE AGREEMENT
Date: 3/7/2007
Industry: Advertising     Sector: Services

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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

 

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(v)      

The Oper


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