FORM 8-K
Exhibit 10.1
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TRT PROJECT JOINT-OPERATION AGREEMENT
THIS JOINT-OPERATION
AGREEMENT (hereinafter
"Agreement"), is made
and entered
into as of this First day of February, 2007, subject to the
approval by Board of
Directors of both
Parties and their
mother companies
if applicable, by and
between:
Shanghai TCH Data
Technology Co. Ltd.
("TCH"), a company duly organized and
existing under
the laws of the
People's Republic of China and having its
principal executive
office at Suite 301, No.689, East Laoshan Road, Pudong New
District, Shanghai, People's Republic of China;
And
Xi'an Yingfeng Science
and Technology Co.,
Ltd. ( "Yingfeng"), a
company duly
organized and
existing under the laws of the People's Republic of China and
having its principal executive office at Chang'an International
Square, Suite B,
Room 909, No. 88, Nan-Guan-Zheng Street, Xi'an City, Shaanxi
Province, People's
Republic of China, Postal Code: 710068;
(TCH and Yingfeng shall individually be referred to as a "Party",
and
collectively as the "Parties".)
WITNESSETH:
WHEREAS, Both
Parties are duly organized under the applicable laws and
regulations and have
full authority and
power to negotiate,
enter and execute
business contracts and agreements; and
WHEREAS, Both Parities have experiences and expertise in designing,
constructing
and operating top gas recovery turbine systems ("TRT"); and
WHEREAS, On September
26, 2006, Yingfeng entered the "Contract To Design
and
Construct TRT
Project" ("Project Contract") with Xingtai Iron and Steel
Company.,Ltd.
("Xingtai") to design
and construct
a TRT system for Xingtai
(Please see Exhibit A to this Agreement or Exhibit 10.2 to this
Form 8-K for the
full text of the Project Contract between Yingfeng and Xingtai);
and
WHEREAS, Yingfeng and
TCH would jointly pursue the TRT Project specified in the
aforementioned Project
Contract. TCH would provide the necessary investment and
properties including cash, hardware, software, major components,
and equipments;
Yingfeng would
provide the expertise, skills and manpower in designing,
installation, maintenance and operation of the TRT system; and
NOW, THEREFORE, intending to be bound, the Parties hereto agree as
follows:
ARTICLE 1. RIGHTS AND OBLIGATIONS
<PAGE>
SECTION 1.01.
TCH
and Yingfeng
agree to jointly pursue the project of designing,
constructing,
installing,
maintaining and
operating TRT system for Xingtai
("Joint Project").
SECTION 1.02 The Rights and Obligations of TCH.
TCH
provide the investment
and properties in the TRT Project,
including
cash, hardware, software, equipments, components, and devices that
are set forth
in the Project
Contract as necessary and needed in constructing and operating
the TRT system.
The detailed list of the hardware, software, equipments,
components, and devices to be invested by TCH will be presented in
the "Property
Item List" recognized and confirmed by both Parties. The Property
Item List will
be prepared by TCH and
submitted for
approval by both Parties prior to the
actual construction
and installation of the TRT system. The items listed in the
Property Item List
will include,
but no limited to,
tangible and
intangible
properties.
TCH
shall also:
(1)
Remain in possession
of the titles to the
investment and
properties
such as hardware, software, equipments, components, and devices
invested by
TCH in the Joint Project, which are listed in the
"Property Item List".
TCH also has the right
to transfer and
divide
the aforementioned properties.
(2)
Have all the rights,
titles, benefits and interests that Yingfeng
originally had under the Project Contract including the payment made
by Xingtai for the TRT system and other property rights and interests
specified in the Project Contract, except for those rights,
titles,
benefits and interests set forth in Section 1.03 of this
Agreement.
(3)
Have the right to monitor and oversee Yingfeng's conducts in
designing, constructing, installing, maintaining and operating the
TRT
system.
(4)
Have the ownership of
all the patents and intellectual property rights
that developed
by Yingfeng in its course of pursuing the Joint
Project.
(5)
May terminate this
Agreement if TCH obtains all the necessary Chinese
governmental approval
and certifications required for pursuing TRT
projects
independently.
(6)
Bear the risk of loss
or damage to the properties and capital invested
by TCH in the Joint Project.
(7)
Make monthly
payment of Thirty
Thousand RMB Yuan (RMB
(Y) 30,000.00)
to Yingfeng as the
compensation for
Yingfeng's
efforts in
managing
TCH's properties in the Joint Project.
(8)
Reimburse Yingfeng for the costs and
expenses incurred in the regular
maintenance and
operation of the Joint Project within one week after
receiving the expense invoice from Yingfeng.
TCH
shall not be required or obligated in any manner to observe,
perform or
fulfill any of the conditions or obligations in the Project Contract that are
not specifically imposed on TCH by this Section.
SECTION 1.03. The Rights and Obligations of Yingfeng.
Yingfeng provides the technical and engineer team, expertise, skills, and
all the manpower to
design, construct,
install, maintain and operate the TRT
system specified in the Project Contract.
Yingfeng shall:
(1)
Undertake necessary steps and measures in maintaining
and upgrading
the TRT system upon the written consent of TCH.
<PAGE>
(2)
Enter and execute
supplemental
agreements and
contracts with Xingtai
for purpose of carrying out the Joint Project.
(3)
Exercise the right and
power to designate or
remove the personnel
on
the work positions in the Joint Project, choose the compo
