Joint Venture Agreement [Amendment] - Weifang Neo-Luck (Group) Corp., Jimswood International Inc., and Weicheng International Inc.
AMENDMENT
TO JOINT VENTURE AGREEMENT
This Amendment to Joint Venture Agreement dated as of April 4, 2002
(this "AMENDMENT") is made to the Weifang Fuhua Amusement Park Co., Ltd. Joint
Venture Agreement dated as of August 17, 1996, as amended (the "JOINT VENTURE
AGREEMENT"), among Weifang Neo-Luck (Group) Corporation, a People's Republic of
China corporation ("NEO-LUCK"), Jimswood International, Inc., a California
corporation ("JIMSWOOD"), and Weicheng International, Inc., a California
corporation ("WEICHENG").
RECITALS
A. Neo-Luck (through its predecessor, Weifang City Tourism Service
Company), Weicheng and Jimswood entered into a joint venture agreement dated
October 8, 1991, which was superseded by the Joint Venture Agreement.
B. The parties to the Joint Venture Agreement have undergone certain
reorganizations and transactions pursuant to which all of the interests and
liabilities under the Joint Venture Agreement of Weicheng and Jimswood have been
assumed by Intra-Asia Entertainment Corporation, a Delaware corporation
("INTRA-ASIA"), and, as a result, Neo-Luck and Intra-Asia currently are the only
parties to the Joint Venture Agreement.
C. Subsequent to August 17, 1996, the name of the entity created by the
Joint Venture Agreement was changed from The Weifang Fuhua Tourist Center to
Weifang Fuhua Amusement Park Co. Ltd. (the "JOINT VENTURE").
D. The primary purpose of the Joint Venture Agreement is to set forth
the terms and conditions under which the Joint Venture shall own and operate the
Weifang Fuhua Amusement Park.
E. Intra-Asia is undertaking an initial public offering of its common
stock (the "IPO") pursuant to a registration statement on Form S-1 that was
filed with the United States Securities and Exchange Commission.
F. To facilitate the IPO, Neo-Luck and Intra-Asia have agreed to certain
amendments to the Joint Venture Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, Neo-Luck and Intra-Asia hereby agree as follows:
1. The Joint Venture shall in all respects be managed by and under the
direction, supervision and control of the board of directors of the Joint
Venture (the "JOINT VENTURE'S BOARD"), which shall consist of seven directors.
Five of the Joint Venture's seven directors shall be appointed, removed or
replaced at any time by and at the sole discretion of Intra-Asia, and the Joint
Venture's remaining two directors shall be appointed, removed or replaced at any
time by and at the sole discretion of Neo-Luck.
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2. Intra-Asia's designated directors of the Joint Venture shall be
Michael B. Demetrios, Davisson Wu, Nabil N. El-Hage, Richard A. Lumpkin and Bill
Sims, each of whom shall serve until his removal by Intra-Asia or until his
earlier death or resignation. Neo-Luck's designated directors of the Joint
Venture shall be Duo Wang and Jun Yin, each of whom shall serve until his
removal by Neo-Luck or until his earlier death or resignation.
3. Every action by the Joint Venture's Board shall require the vote or
written consent of at least four of the Joint Venture's directors.
4. Intra-Asia shall be entitled to remove one or more of its designated
directors from the Joint Venture's Board and to appoint another director or
directors to the Joint Venture's Board only if such action is approved in
writing by a majority of Intra-Asia's "Independent Directors." For purposes of
this Amendment, the term "Independent Directors" means persons who serve on the
Board of Directors of Intra-Asia and who are "independent" as defined by (i) the
listing standards of the principal United States stock exchange or Nasdaq market
on which shares of Intra-Asia's common stock are traded after the IPO, as such
listing standards may subsequently be amended, and (ii) Section 10A(m)(3) of the
Securities Exchange Act of 1934, including rules and regulations of the
Securities and Exchange Commission promulgated thereunder. It is agreed that,
effective upon their election to Intra-Asia's Board of Directors concurrently
with the closing of the IPO, Nabil El-Hage, Richard A. Lumpkin and Bill Sims
shall be Independent Directors unless and until they cease to satisfy the
requirements of the preceding sentence.
5. A majority of Intra-Asia's Independent Directors must consent to and
approve in writing any amendment to, or termination of, the Joint Venture
Agreement after the closing of the IPO (including, without limitation, any
amendment to, or termination of, this Amendment). Furthermore, a majority of
Intra-Asia's Independent Directors must consent to and approve in writing any
agreement or transaction entered into after the closing of the IPO by the Joint
Venture with Neo-Luck or Intra-Asia or with any subsidiary or other affiliate of
Neo-Luck (including, without limitation, Weicheng).
6. The agreements described above in Paragraphs 1 to 5 shall be
effective from and after the closing date of the IPO. Each of Neo-Luck and
Intra-Asia agrees to execute such additional agreements and to take such
additional actions as are necessary in order to carry out the provisions and
intent of this Amendment.
7. The joint venture agreement dated as of October 8, 1991 hereby is
terminated and superseded in its entirety by the Joint Venture Agreement and
this Amendment. This Amendment also terminates and supersedes the Amendment
dated as of November 28, 2001 between Neo-Luck and Intra-Asia.
8. This Amendment shall be governed by the internal laws of the State of
California without giving effect to conflicts-of-law principles. This Amendment
may be executed in counterparts and by facsimile.
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IN WITNESS WHEREOF, Neo-Luck and Intra-Asia have executed and delivered
this Amendment as of the date first written above.
WEIFANG NEO-LUCK (GROUP) CORPORATION
By: /s/ JUN YIN
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Jun Yin, Chairman
INTRA-ASIA ENTERTAINMENT CORPORATION
By: /s/ MICHAEL B. DEMETRIOS
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Michael B. Demetrios, Chief Executive Officer
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