Joint Venture Agreement [Amendment] - Weifang Neo-Luck (Group) Corp., Jimswood Investment and Development Corp. and Weicheng International Inc.
AGREEMENT ON AMENDING THE RELEVANT PROVISIONS OF
THE JOINT VENTURE AGREEMENT OF
WEIFANG FUHUA AMUSEMENT PARK CO., LTD.
Pursuant to the principles of equality, mutual benefit and joint
development, and through friendly negotiations, this amendment (the "Amendment")
is made under the "Sino-Foreign Equity Joint Venture Law of the People's
Republic of China ("PRC")" and other applicable PRC laws and regulations ("PRC
Law") by and between Weifang Neo-Luck (Group) Corporation ("Party A") and
Intra-Asia Entertainment Corporation ("Party B"), which is based in the United
States, for the purpose of amending the Agreement (the "Agreement") of Weifang
Fuhua Amusement Park Co., Ltd. (the "Joint Venture Company"), on the basis of
the original Agreement and its Amendments:
1. Amendments to Relevant Provisions under the Agreement
CHAPTER 2
ARTICLE 1
Original:
Article 1: The Parties to this joint venture are as follows:
Party A: Weifang Neo-Luck (Group) Corporation, a
corporation based in the PRC
Legal address: 189 Dong Feng East Street, Weifang City,
Shandong Province, PRC
Legal representative: Yin Jun
Title: General Manager
Citizenship: PRC
Party B: Jimswood Investment and Development Corp.,
an entity incorporated in California, USA
Legal address: Los Angeles, California.
Legal representative: Stanley Wu
Title: Chairman
Citizenship: United States
Party C: Weicheng International Inc., an entity
incorporated in California, USA
Legal address: 3079 Shabo Street, Santa Ana,
California, USA.
Legal representative: Yin Jun
Title: Chairman
Citizenship: PRC
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Amendment:
Party A: Weifang Neo-Luck (Group) Corporation, a
corporation based in the PRC
Legal address: 189 Dong Feng East Street, Weifang City,
Shandong Province, PRC
Legal representative: Yin Jun
Title: General Manager
Citizenship: PRC
Party B: Intra-Asia Entertainment Corporation, an
entity incorporated in Delaware, USA
Legal Address: 1209 Orange Street
Wilmington, Delaware, 19081
Legal Representative: Roy Aaron
Title: General Manager
Citizenship: United States
CHAPTER 3
ARTICLE 2
Original:
Article 2. Parties A, B and C, in accordance with the "Sino-Foreign
Equity Joint Venture Law of the People's Republic of China" and
other applicable PRC statutes, hereby agree to establish Weifang
Fuhua Amusement Park Co. Ltd., a joint venture company (the
"Joint Venture Company") in the PRC.
Amendment:
Article 2. Parties A and B, in accordance with the "Sino-Foreign Equity
Joint Venture Law of the People's Republic of China" and other
applicable PRC statutes, hereby agree to establish Weifang Fuhua
Amusement Park Co. Ltd., a joint venture company (the "Joint
Venture Company") in the PRC.
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CHAPTER 4
ARTICLE 6
Original:
Article 6 The objectives of the three-party Joint Venture Company are the
improvement of the tourism capabilities in Weifang City and the
achievement of economic benefit satisfactory to the Parties by
pursuing the principles of enhanced economic cooperation and
mutual benefit, adopting modern management practices, and jointly
developing and utilizing abundant and various cultural and
entertainment resources among the people.
Amendment:
Article 6 The objectives of the two-party Joint Venture Company are the
improvement of the tourism capabilities in Weifang City and the
achievement of economic benefit satisfactory to the Parties by
pursuing the principles of enhanced economic cooperation and
mutual benefit, adopting modern management practices, and jointly
developing and utilizing abundant and various cultural and
entertainment resources among the people.
CHAPTER 5
ARTICLE 9
Original:
Article 9. Total investment in the Joint Venture Company is USD
$29,500,000. The registered capital of the Joint Venture Company
shall be USD $20,700,000 (exchange rate shall be calculated
according to the exchange rate quoted by the Foreign Exchange
Administration of China on the date of the first capital
contribution), of which Party A shall contribute USD $3,105,000,
comprising 15% of the Joint Venture Company's registered capital,
Party B shall contribute USD $5,175,000, comprising 25% of the
Joint Venture Company's registered capital, and Party C shall
contribute USD $12,420,000, comprising 60% of the Joint Venture
Company's registered capital.
Amendment:
Article 9. Total investment in the Joint Venture Company is USD $29,500,000.
The registered capital of the Joint Venture Company shall be USD
$20,700,000 (exchange rate shall be calculated according to the
exchange rate quoted by the Foreign Exchange Administration of
China on the date of the first capital contribution), of which
Party A shall contribute USD $3,105,000, comprising 15% of the
Joint Venture Company's registered capital, and Party B shall
contribute $17,595,000 comprising eighty-five percent (85%) of
the Company's registered capital.
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CHAPTER 5
ARTICLE 10
Original:
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 support facilities and the
purchase of materials from within the PRC. Party B and Party C
shall contribute capital in the form of equipment and of United
States currency. The capital contribution in cash will be mainly
for purchasing technically advanced equipment, some materials
used for building decoration, some 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 support facilities and the
purchase of materials from within the PRC. Party B shall
contribute capital in the form of equipment and of United States
currency. The capital contribution in cash will be mainly for
purchasing technically advanced equipment, some materials used
for building decoration, some office supplies, etc.
CHAPTER 5
ARTICLE 11
Original:
Article 11 The three Parties shall make their respective capital
contributions in full within four (4) months after obtaining the
business license and their funds shall be deposited in a bank
where the Joint Venture Company shall have opened accounts.
Amendment:
Article 11 The two Parties shall make their respective capital
contributions in full within four (4) months after obtaining the
business license and their funds shall be deposited in a bank
where the Joint Venture Company shall have opened accounts.
CHAPTER 5
ARTICLE 12
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Original:
Article 12 To transfer its capital investment, in whole or in part, in
the Joint Venture Company to a third party, a Party must obtain
the written consent of the other two parties and the approval of
the original examination and approval authorities.
Amendment:
Article 12 To transfer its capital investment, in whole or in part, in
the Joint Venture Company to a third party, a Party must obtain
the consent of the other Party and the approval of the original
examination and approval authorities.
CHAPTER 5
ARTICLE 13
Original:
Article 13 When any one of the Parties proposes transfer of its full or
partial interest in the Joint Venture Company, the other two
Parties shall have right of first refusal with respect to such
interest within six (6) months of such proposal; after the six
(6) months, such interest may be transferred to another party.
Amendment:
Article 13 When either of the Parties transfers its full or partial
interest in the Joint Venture Company, the other Party shall have
a priority right to purchase such interest within six (6) months;
after the six (6) months, such interest may be transferred to
another party.
CHAPTER 6
ARTICLE 14
Original:
Article 14 Parties A, B and C shall be responsible for accomplishing the
following:
Transacting matters necessary for the establishment of the Joint
Venture Company, such as applying to the relevant competent
authorities of PRC for approval, registration, and the issuance
of a business license;
Assisting Party B and Party C in handling import customs
declarations and domestic transportation of the equipment and
materials which are Party B's and Party C's capital contribution
to the Joint Venture Company;
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Assisting the Joint Venture Company in making purchases within
the PRC of some auxiliary equipment and materials, office
supplies, means of transportation, telecommunication facilities,
etc.;
Assisting the Joint Venture Company in making contacts in order
to put into effect the basic infrastructure, such as water,
electricity and transportation;
Assisting the Joint Venture Company in recruiting local PRC
personnel, such as managerial and technical staff, as well as
workers and other necessary personnel;
Assisting in arranging for work permits and travel formalities
needed by foreign personnel; and
Arranging other matters as entrusted by the Joint Venture
Company.
Responsibilities of Party B and Party C:
Pursuant to Articles 10 and 11 herein, making capital
contributions and transporting the equipment, office articles and
other articles that serve as contributions to a port of the PRC
in a timely manner;
Purchasing equipment and materials and arranging other matters
outside the PRC as entrusted by the Joint Venture Company;
Assisting in making arrangements for the relevant personnel of
the Joint Venture Company to go abroad in order to carry out
technical fact-gathering visits and business training and other
matters;
Being responsible for providing reliable and accurate market and
business information to the Joint Venture Company; and
Arranging other matters as entrusted by the Joint Venture
Company.
Amendment:
Responsibilities of Party A:
Transacting matters necessary for the establishment of the Joint
Venture Company, such as applying to the relevant competent
authorities of PRC for approval, registration, and the issuance
of a business license;
Assisting Party B in handling import customs declarations and
domestic transportation of the equipment and materials which are
Party B's capital contribution to the Joint Venture Company;
Assisting the Joint Venture Company in making purchases within
the PRC of some auxiliary equipment and materials, office
supplies, means of transportation, telecommunication facilities,
etc.;
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Assisting the Joint Venture Company in making contacts in order
to put into effect the basic infrastructure, such as water,
electricity and transportation;
Assisting the Joint Venture Company in recruiting local PRC
personnel, such as managerial and technical staff, as well as
workers and other necessary personnel;
Assisting in arranging for work permits and travel formalities
needed by foreign personnel; and
Arranging other matters as entrusted by the Joint Venture
Company.
Responsibilities of Party B:
Pursuant to Articles 10 and 11 herein, making capital
contributions and transporting the equipment, office articles and
other articles that serve as contributions to a port of the PRC
in a timely manner;
Purchasing equipment and materials and arranging other matters
outside the PRC as entrusted by the Joint Venture Company;
Assisting in making arrangements for the relevant personnel of
the Joint Venture Company to go abroad in order to carry out
technical fact-gathering visits and business training and other
matters;
Being responsible for providing reliable and accurate market and
business information to the Joint Venture Company; and
Handling other matters as requested by the Joint Venture Company.
CHAPTER 7
CHAPTER 16
Original:
Article 16 The Board of Directors shall be composed of six (6) directors,
of whom three (3) directors shall be appointed by Party A, two
(2) directors shall be appointed by Party B and one (1) director
shall be appointed by Party C. The Chairman of the Board shall be
appointed by Party A and the Vice Chairman of the Board shall be
appointed by Party B. The terms of the Chairman of the Board, the
Vice Chairman of the Board and the Directors shall be four (4)
years, renewable upon reappointment by their respective
appointing Parties.
Amendment:
Article 16 The Board of Directors shall be composed of seven (7) directors,
of whom two (2) directors shall be appointed by Party A and five
(5) directors shall be appointed by
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Party B. The Chairman of the Board shall be appointed by Party B
and the Vice Chairman of the Board shall be appointed by Party A.
The terms of the Chairman of the Board, the Vice Chairman of the
Board and the Directors shall be four (4) years, renewable upon
reappointment by their respective appointing Parties.
CHAPTER 9
ARTICLE 22
Original:
Article 22 When Party B and Party C are entrusted by the Joint Venture
Company to select and purchase equipment outside the PRC, they
shall invite Party A to send someone to participate in such
purchases (see details in the import equipment table (1), (2)).
Amendment:
Article 22 When Party B is entrusted by the Joint Venture Company to select
and purchase equipment outside the PRC, it shall invite Party A
to send someone to participate in such purchases (see details in
the import equipment table (1), (2)).
CHAPTER 10
ARTICLE 25
Original:
Article 25 Parties A, B and C shall designate technical personnel to form a
technical team to be responsible, under the leadership of the
Preparation and Construction Office for such work as examination,
supervision, inspection, and performance checks of design,
project quality, equipment, and materials.
Amendment:
Article 25 Parties A and B shall designate technical personnel to form a
technical team to be responsible, under the leadership of the
Preparation and Construction Office for such work as examination,
supervision, inspection, and performance checks of design,
project quality, equipment, and materials.
CHAPTER 10
ARTICLE 26
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Original:
Article 26 Upon agreement by Parties A, B and C, the staffing, remuneration
and expenses of the Preparation and Construction Office shall be
included in the project budget.
Amendment:
Article 26 Upon agreement by Parties A and B, the staffing, remuneration
and expenses of the Preparation and Construction Office shall be
included in the project budget.
CHAPTER 14
ARTICLE 37
Original:
Article 37 The Joint Venture Company shall be liquidated according to law
upon the expiration of its original term or upon earlier
termination of the Joint Venture Company for other reasons. The
net assets or liabilities resulting from the liquidation shall be
allocated to Parties A, B and C in proportion to their respective
investments.
Amendment:
Article 37 The Joint Venture Company shall be liquidated according to law
upon the expiration of its original term or upon earlier
termination of the Joint Venture Company for other reasons. The
net assets or liabilities resulting from the liquidation shall be
allocated to Parties A and B in proportion to their respective
investments.
CHAPTER 16
ARTICLE 39
Original:
Article 39 Amendments to this Agreement shall be effective only upon
written agreement by Parties A, B and C and approval from the
original examination and approval authorities.
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Amendment:
Article 39 Amendments to this Agreement shall be effective only upon written
agreement by Parties A and B and approval from the original
examination and approval authorities.
CHAPTER 16
ARTICLE 41
Original:
Article 41 If one Party fails to perform its obligations provided by this
Agreement and the Articles of Association, or materially breaches
the provisions of this Agreement or of the Articles of
Association with the result that the Joint Venture Company is
incapable of operating or of achieving the Joint Venture
Company's operation goals, such Party shall be deemed as
unilaterally terminating this Agreement. The other Parties have
the right to claim damages against the breaching party and have
the right to apply to the original examination and approval
authorities for approval of termination of this Agreement.
However, if Parties A, B and C wish to continue the operation of
the Joint Venture Company, the breaching party shall indemnify
the loss suffered by the Joint Venture Company.
Amendment:
Article 41 If one Party fails to perform its obligations provided by this
Agreement and the Articles of Association, or materially breaches
the provisions of this Agreement or of the Articles of
Association with the result that the Joint Venture Company is
incapable of operating or achieving the Joint Venture Company's
operation goals, such Party shall be deemed as unilaterally
terminating this Agreement. The other Party has the right to
claim damages against the breaching party and has the right to
apply to the original examination and approval authorities for
approval of termination of this Agreement. However, if Parties A
and B wish to continue the operation of the Joint Venture
Company, the breaching party shall indemnify the loss suffered by
the Joint Venture Company.
CHAPTER 17
ARTICLE 42
Original:
Article 42 If any of the three parties breaches any provision of this
Agreement or attachments hereto so that this Agreement or
attachment hereto cannot be
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performed, the breaching Party shall assume all the liabilities
of breach of contract in accordance with the law.
Amendment:
Article 42 If either of the two parties breaches any provision of this
Agreement or attachment hereto with the result that this
Agreement or attachment hereto cannot be performed, the breaching
Party shall assume all the liabilities of breach of contract in
accordance with the law.
2. This Amendment shall be an integral part of the Agreement of the
Joint Venture Company and shall have the same force as the
original Agreement.
3. Except as amended by this amendment agreement, all provisions
shall be enforceable according to the original Agreement of the
Joint Venture Company and its Amendments.
Party A:
Weifang Neo-Luck (Group) Corporation
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Representative: (with personal signature)
Party B:
Intra-Asia Entertainment Corporation
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Representative: (with personal signature)
October 18, 1997
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