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Joint Venture Agreement

Joint Venture JV Agreement

Joint Venture Agreement | Document Parties: Greater China Media and Entertainment Corp | Beijing Star King Talent Agency Ltd. Co You are currently viewing:
This Joint Venture JV Agreement involves

Greater China Media and Entertainment Corp | Beijing Star King Talent Agency Ltd. Co

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Title: Joint Venture Agreement
Governing Law: Nevada     Date: 12/8/2006

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                             Exhibit 10

 

 

 

 

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

 

Position: Chairman

 

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

 

Whereas :

 

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.

 

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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;

 

 

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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 exemp


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