This Joint Venture JV Agreement involves
Title: Joint Venture Agreement
Governing Law: Nevada Date: 12/8/2006
Joint Venture Agreement
Party A: Greater China Media and Entertainment Corp., a company incorporated under the laws of the State of Nevada and trading on the NASD OTCBB under symbol “GCME”.
Address: 10th Floor, Building A, Tongyongguoji Center, No. 3 Jianguomenwai Road, Beijing China
Legal Representative: Wei, Xin
Party B: Beijing Star King Talent Agency Ltd. Co., a company organized and existing under the laws of People's Republic of China.
Address: No. 1205 HuiXin Building, Beijing, Peoples’ Republic of China
Legal Representative: Xu, Li
Position: General Manager
Party A and Party B reached an agreement for mutual benefit and joint development, both parties agree as follows:
1. Structure of Co-operation
1.1 A Joint Venture (JV) will be formed in Beijing China;
1.2 Registered Capital of the JV will be 1 million RMB, of which, 600,000 RMB of registered capital will be invested from Party A who will own 60% of the JV, the rest will be invested from Party B who will own 40% of the JV;
1.3 Party B will also transfer all the signed agency contracts (“Transferred Contracts”) to the JV.
2. Rights with respect to the Transferred Contracts
2.1 JV is the beneficial owner of the Transferred Contracts;
3. Rights and Obligations
3.1 Rights and Obligations of Party A
3.1.1 Party A will invest 600,000 RMB as registered capital of the JV. Party A will own 60% of the JV; Party A will put 940,000 RMB in the new company as working capital according to the JV's Business Plan.
3.1.2 The board of the JV will have 3-5 members. Party A has the right to appoint the Chairman of the Board and 1- 2 other directors;
3.1.3. Party A has the right to appoint the CFO (Chief Financial Officer) of the JV;
3.1.4 Party A is responsible for raising the necessary capital for the development of the JV;
3.1.5 At the second anniversary of the JV, if JV generated 8 million RMB (about U$1 million) before tax profit, but Party B decided to terminate the cooperation, Party A has the right to get all the investment and all the loan to the JV from Party B, in addition, Party A has the right to own all the profit generated from the JV. Upon completion of the above mentioned transaction, Party B will transfer the entire ownership of the JV to Party A;
3.1.6 At the second anniversary of the JV, if JV generated 8 million RMB(about U$1 million) before tax profit, Party A has right to acquire the 40% ownership owned by Party B at the 6 times the average annual net profit in form of combination of cash and Party A's common stock;
3.1.7 Party A has the right to get cooperation from Party B in order to comply with the annual audit requirements of the SEC, if any, and such cooperation with include working with a PCAOB approved accounting firm retained by Party A which is credentialed to practice before the SEC;
3.1.8 Party A has the right to require Party B not to transfer its ownership to any third party during the term of this Agreement, except for transferring his ownership to Party A according to Section 3.1.5 of this Agreement;
3.1.9 Party A has right not to distribute the profit to both parties within the first 3 years;
3.1.10 Party A will issue 2 million new common shares of Party A to Party B or any third party designated by Party B in an offering exempt from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The parties agree that these shares will be restricted from trading for 2 years from the date hereof in accordance with this Agreement. After 2 years, the shares will be entitled to qualify for trading privileges pursuant to Rule 144 in accordance with the provisions and limitations of that rule.
3.2. Rights and Obligations of Party B