Articles of Association [Amendment] - Weifang Neo-Luck (Group) Corp., Jimswood Investment and Development Inc. and Weicheng International Inc.
AGREEMENT ON
AMENDMENT TO ARTICLES OF ASSOCIATION FOR
WEIFANG FUHUA AMUSEMENT PARK CO. LTD. (A JOINT VENTURE)
Pursuant to the principles of equality, mutual benefit and joint development,
through friendly negotiations, and in accordance with the Sino-Foreign Equity
Joint Venture Law of the People's Republic of China (the "PRC") and other
applicable PRC laws and regulations, this agreement is entered into by and among
Weifang Neo-Luck (Group) Corporation ("Party A") and Intra-Asia Entertainment
Corporation ("Party B") of the United States, for the purpose of amending
relevant clauses of the Articles of Association of Weifang Fuhua Amusement Park
Co., Ltd. on the basis of the original Articles and their Amendments:
1. Amendment to Relevant Clauses of the Articles of Association
Chapter 1 Article 3
Original
Article 3 The names, legal addresses and legal representatives of Parties
A, B, and C:
Party A: Weifang Neo-Luck (Group) Corporation of the
PRC
Legal address: 189 Dong Feng East Street, Weifang City,
Shandong Province, PRC
Legal representative: Jun Yin
Title: General Manager
Citizenship: PRC
Party B: Jimswood Investment and Development Corp.,
incorporated in California, USA
Legal address: Los Angeles, California.
Legal representative: Stanley Wu
Title: Chairman
Citizenship: United States
Party C: Weicheng International, Inc., incorporated
in California, USA
Legal address: 3079 Shabo Boulevard, Santa Ana,
California, USA.
Legal representative: Jun Yin
Title: Chairman
Citizenship: United States
Amendment
The names, legal addresses and legal representatives of Parties
A and B:
Party A: Weifang Neo-Luck (Group) Corporation of the
PRC
Legal address: 189 Dong Feng East Street, Weifang City,
Shandong Province, PRC
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Legal representative: Jun Yin
Title: General Manager
Citizenship: PRC
Party B: Intra-Asia Entertainment Corporation,
incorporated in Delaware, USA
Legal Address: 1209 Orange Street
Wilmington, Delaware, 19081
Legal Representative: Roy Aaron
Title: General Manager
Citizenship: United States
Chapter 2 Article 6
Original
Article 6 The objectives of the Joint Venture Company are facilitating the
further development of tourism in Weifang City, making full use
of the abundant local tourism resources, adopting scientific
management practices, expanding and improving tourist-hosting
capabilities, and achieving economic benefits satisfactory to
Parties A, B and C pursuant to the principles of enhanced
economic cooperation and mutual benefit.
Amendment
Article 6 The objectives of the Joint Venture Company are: to facilitate
the further development of tourism in Weifang City, to make full
use of abundant local tourism resources, to adopt scientific
management practices, to expand and improve tourist-hosting
capabilities, and to achieve economic benefits satisfactory to
Parties A and B pursuant to the principles of enhanced economic
cooperation and mutual benefit.
Chapter 3 Article 9
Original
Article 9 Total investment in the Joint Venture Company shall be USD
$29,500,000. The registered capital of the Joint Venture Company
shall be USD $20,700,000 (the conversion rate shall be the listed
foreign exchange rate published by the State Administration of
Foreign exchange of China at the time that the first capital
contribution is made). Party A shall contribute USD $3,105,000,
comprising 15% of the total registered capital, Party B shall
contribute USD $5,175,000, comprising 25% of the total registered
capital, and Party C shall contribute USD $12,420,000, comprising
60% of the total registered capital.
Amendment
Article 9 Total investment in the Joint Venture Company shall be USD
$29,500,000. The registered capital of the Joint Venture Company
shall be USD $20,700,000 (the conversion rate shall be the listed
foreign exchange
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rate published by the State Administration of Foreign exchange of
China at the time that the first capital contribution is made).
Party A shall contribute USD $3,105,000, comprising 15% of the
total registered capital, and Party B shall contribute
$17,595,000, comprising 85% of the Company's registered capital.
Chapter 3 Article 10
Original
Article 10 Method of capital contribution: The capital contribution of Party
A shall be in RMB, which shall be used mainly for acquisition of
land, construction of supporting facilities and the purchase of
materials from within the PRC; Party B and Party C shall
contribute capital in the form of equipment and some United
States currency, which shall be mainly for purchasing technically
advanced equipment, a portion of the supplies used for
decoration, a portion of the office supplies, etc.
Amendment
Article 10 Method of capital contribution: The capital contribution of Party
A shall be in RMB, which will be used mainly for acquisitions of
land, construction of supporting facilities and the purchase of
materials from within the PRC. Party B shall contribute capital
in the form of equipment and some United States currency, which
shall be mainly for purchasing technically advanced equipment, a
portion of the supplies used for decoration, a portion of the
office supplies, etc.
Chapter 3 Article 11
Original
Article 11 Parties A, B and C shall make their respective capital
contributions in full according to the time limit stipulated in
the Agreement.
Amendment
Article 11 Parties A and B shall make their respective capital contributions
in full according to the time limit stipulated in the Agreement.
Chapter 5 Article 12
Original
Article 12 After Parties A, B and C have made their respective capital
contributions, the Joint Venture Company shall invite an
accountant registered in China to verify the contributions and
issue a verification report, on the basis of which the Joint
Venture Company shall then issue investment certificates. The
investment certificates shall include the name of the Joint
Venture Company, date of establishment of the Joint Venture
Company, names of the Parties, the amounts and dates of their
respective capital contributions, and the date of issuance of
investment certificates.
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Amendment
Article 12 After Parties A and B have made their respective capital
contributions, the Joint Venture Company shall invite an
accountant registered in China to verify the contributions and
issue a verification report, on the basis of which the Joint
Venture Company shall then issue investment certificates. The
investment certificates shall include the name of the Joint
Venture Company, date of establishment of the Joint Venture
Company, names of the Parties, amounts and dates of their
respective capital contributions, and dates of issuance of
investment certificates, etc.
Chapter 5 Article 14
Original
Article 14 Should any Party of the Joint Venture Company wish to transfer
all or part of its investment, consent shall be obtained in
advance from the other two Parties. Should one Party wish to
transfer its investment, the other Party shall have first right
of refusal.
Amendment
Article 14 Should any one Party of the Joint Venture Company wish to
transfer all or part of its investment, consent shall be obtained
in advance from the other Party. Should one Party wish to
transfer its investment, the other Party shall have first right
of refusal.
Chapter 4 Article 16
Original
Article 16 The Board of Directors shall consist of six (6) members, among
whom three (3) shall be appointed by Party A, two (2) by Party B
and one (1) by Party C. The term of office for each Director
shall be four (4) years and each Director shall be eligible for
consecutive terms.
Amendment
Article 16 The Board of Directors shall consist of seven (7) members, among
whom two (2) shall be appointed by Party A and five (5) shall be
appointed by Party B. The term of office for each Director shall
be four (4) years and each Director shall be eligible for
consecutive terms.
Chapter 4 Article 19
Original
Article 19 The Chairman of the Board of Directors shall be appointed by
Party A and the Vice-Chairman shall be appointed by Party B.
Amendment
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Article 19 The Chairman of the Board of Directors shall be appointed by
Party B and the Vice-Chairman shall be appointed by Party A.
Chapter 4 Article 20
Original
Article 20 When Parties A, B and C intend to appoint or replace any
Directors, a written notice shall be submitted to the Board of
Directors one (1) month in advance.
Amendment
Article 20 When Parties A and B intend to appoint or replace any Directors,
a written notice shall be submitted to the Board of Directors one
(1) month in advance.
Chapter 7 Article 42
Original
Article 42 After paying income taxes and allocating the various funds in
accordance with law, the remaining profits shall be distributed
in proportion to Parties A, B and C's contributions to registered
capital.
Amendment
Article 42 After paying income taxes and allocating the various funds in
accordance with law, the remaining profits shall be distributed
in proportion to Parties A and B's contributions to registered
capital.
Chapter 10 Article 55
Original
Article 55 When Parties A, B and C agree on an extension of the term of the
Joint Venture, and when such extension has been approved by a
resolution of the Board of Directors, the Joint Venture Company
shall submit a written application to the original examination
and approval authorities within six (6) months prior to the
expiration of the term of the Joint Venture. Only upon approval
may the term be extended. At that time the Joint Venture Company
shall go through necessary formalities to change the registration
at the State Administration of Industry and Commerce.
Amendment
Article 55 When Parties A and B agree on an extension of the term of the
Joint Venture, and when such extension has been approved by a
resolution of the Board of Directors, the Joint Venture Company
shall submit a written application to the original examination
and approval authorities within six (6) months prior to the
expiration of the term of the Joint Venture. Only upon approval
may the term be extended. At that time the Joint Venture
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Company shall go through necessary formalities to change the
registration at the State Administration of Industry and
Commerce.
Chapter 10 Article 56
Original
Article 56 The Joint Venture Company may be terminated before the expiration
of its term if Parties A, B and C are in unanimous agreement that
such early termination of the Joint Venture shall be in the best
interest of all Parties. The Board must convene a general meeting
to decide in favor of early termination, and such decision must
be submitted to the original examination and approval authorities
for approval.
Amendment
Article 56 The Joint Venture Company may be terminated before the expiration
of its term if Parties A and B are in unanimous agreement that
such early termination of the Joint Venture shall be in the best
interest of both Parties. The Board must convene a general
meeting to decide in favor of early termination, and such
decision must be submitted to the original examination and
approval authorities for approval.
Chapter 10 Article 59
Original
Article 59 Liquidation expenses shall receive priority in payments from the
existing assets of the Joint Venture Company. Any remaining
assets, after the payment of all debts of the Joint Venture
Company, shall be distributed among Parties A, B and C based on
the proportion to each Party's contribution to registered
capital.
Amendment
Article 59 Liquidation expenses shall receive priority in payments from the
existing assets of the Joint Venture Company. Any remaining
assets, after the payment of all debts of the Joint Venture
Company, shall be distributed between Parties A and B in
proportion to each Party's contribution to registered capital.
2. This Amendment Agreement shall be an integral part of the Articles of
Association of the Joint Venture Company and shall have the same force
as the original Articles of Association.
3. Except as amended by this Amendment Agreement, the provisions of the
Articles of Association shall be enforceable according to the original
Articles of Association of the Joint Venture Company and its Amendments.
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[No text on this page]
Party A:
Weifang Neo-Luck (Group) Corporation
(Signature illegible)
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Representative:
Party B:
Intra-Asia Entertainment Corporation
(Signature illegible)
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Representative:
October 18, 1997