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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 exempt from
registrat
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