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 exemp
