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EXHIBIT 10.37
Contract to Establish
the Sino-foreign Cooperative Joint Venture
Beijing Tianmu Satellite Communications Technology Co., Ltd.
AMENDED
By and Between
China International Travel Service Telecom Co., Ltd.
and
American China Investment Corporation
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COOPERATIVE JOINT VENTURE CONTRACT
ARTICLE 1: GENERAL PRINCIPLES
1.1 China International Travel Service (CITS) TELECOM CO., LTD., a company
organized under the Laws of the People's Republic of China ("PRC") and legally
authorized to conduct economic activities, with its principal office at: CITS
Development Building, ▇.▇.▇▇▇ 3015, Beijing 100011, PRC (hereinafter referred
to as Party A); Legal representative: ▇▇. ▇▇ Yuancheng, General Manager;
nationality: PRC.
American China Investment Corporation ("ACIC"), a corporation
organized under the Laws of Ontario, Canada, with its principal office at: ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ West, suite 1001, Toronto, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇
(hereinafter referred to as Party B); Legal Representative: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Chairman; nationality: USA.
1.2 Party A and Party B (hereinafter referred to as the "Parties") agreed
to jointly form a Cooperative Joint Venture Company in accordance with the Laws
of the PRC on Cooperative Joint Ventures using Chinese and Foreign Investment
and other applicable laws and regulations pursuant to a Cooperative Joint
Venture Contract dated March 28, 1995 (the "Original JVC"). Certain matters
have arisen making it appropriate to amend the Original JVC. The Parties agree
to amend and restate the Original JVC with the terms and conditions of this
Cooperative Joint Venture Contract (this "Contract"). The Parties agree to
perform in good faith this Contract as amended and restated.
ARTICLE 2: NAME AND ADDRESS OF THE JOINT VENTURE COMPANY
2.1 The Chinese full name of the Joint Venture Company shall be " "
(abbreviated as " ").
2.2 The English full name of the Joint Venture Company shall be "Beijing
Tianmu Satellite Communications Technology Co., Ltd." (abbreviated as "JVCO").
The Headquarters and registered address of JVCO shall be ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PRC.
ARTICLE 3: PURPOSE AND BUSINESS SCOPE OF JVCO
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3.1 JVCO shall operate on sound and lawful business principles and on the
basis of equality and mutual benefit, with the goal of providing services and
products at a profit acceptable to JVCO.
3.2 JVCO shall endeavor to operate competitively (particularly as regards
efficiency, quality, price and delivery schedule) and carry out its operations
in accordance with sound business practices.
3.3 The business scope of JVCO shall include the following:
(1) Constructing and providing technical engineering services and
support for telecommunications projects and facilities with capital injection
relating to, without limitation, VSAT, wireless, CATV and other
telecommunications networks;
(2) Engaging in network system design and integration, equipment
and system installation and maintenance, engineering management and system
operation consultation for telecommunications facilities and networks; and
(3) Producing and trading in satellite communications equipment
and systems and network operation systems software.
JVCO's business scope shall be summarized for purposes of its business
license as follows: "Producing and trading in satellite communications
equipment and systems and network operation systems software; constructing and
providing technical engineering services and support for telecommunications
projects and facilities with capital injection relating to telecommunications
networks."
3.4 This Contract shall be an exclusive agreement between Party A and
Party B.
3.5 JVCO shall endeavor to apply suitable advanced technologies and
management techniques to advance the quality of JVCO services. JVCO shall have
the exclusive right to merge with Party A reflecting the joint roles as
strategic partners when appropriate and permitted by applicable law.
ARTICLE 4: REGISTERED CAPITAL AND FINANCING
4.1 JVCO shall be a limited liability company. The respective liabilities
of the Parties to JVCO in all circumstances shall be limited to the amount of
the registered capital expressly subscribed to by it pursuant to Article 4.4
below. The Parties shall have no liability, jointly or severally, for any
debts or obligations of JVCO other than the amount, if any, of a Party's
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unpaid subscribed contribution to JVCO's registered capital. JVCO's debts and
obligations shall all be settled exclusively from the then existing assets of
JVCO.
4.2 The total investment of JVCO shall be US$26,900,000 (Twenty-six
million, nine hundred thousand U.S. Dollars).
4.3 The registered capital of JVCO shall be US$12,500,000 (Twelve million,
five hundred thousand U.S. Dollars), of which Party A shall subscribe thirty
percent (30%) of the total registered capital, equivalent to US$3,750,000
(Three million, seven hundred and fifty thousand U.S. Dollars), and Party B
shall subscribe seventy percent (70%) of the total registered capital,
equivalent to US$8,750,000 (Eight million, seven hundred and fifty thousand
U.S. Dollars).
4.4 The form of the contributions of both Parties to the registered
capital of JVCO shall be as follows:
Party A: (a) Satellite telecommunications equipment and
infrastructure equivalent to US$3,481,600;
and
(b) Cash in Renminbi yuan equivalent to
US$268,400.
Party B: US$8,750,000 in cash.
4.5 The contributions of both Parties to the registered capital of JVCO
shall be made in installments in accordance with the following schedule:
(1) Within fifteen (15) days of the approval by the original
authority of this Contract and the extension of JVCO's tentative business
license which was issued on May 19, 1995 by the State Administration for
Industry and Commerce (the "SAIC"), Party A shall fully make its subscribed
capital contribution as above-mentioned to JVCO, and Party B shall
contribute US$2,500,000 in cash to JVCO (less the amount of any preparatory
expenses advanced or paid by Party B or on its behalf pursuant to Article 4.6
of this Contract); and
(2) Subject to the issuance of JVCO's formal business license by
the SAIC, Party B shall contribute an additional US$3,400,000 in cash to JVCO
not later than June 30, 1996; and Party B shall contribute the remaining
US$2,850,000 in cash to JVCO not later than December 31, 1996.
4.6 Prior to the date of this Contract, Party B will have advanced to
Party A the amount of US$300,000 to be used by Party A as preparatory expenses
in connection with JVCO. If the condition to the payment of registered capital
of JVCO pursuant to Article 4.5 (1) is not
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fulfilled within forty-five (45) days of the date of this Contract, Party A will
reimburse Party B the amount of the preparatory expenses advanced to Party A.
4.7 The magnitude, schedule and method for financing the total investment
of JVCO in addition to the registered capital contributions shall be decided
and approved by the Board of JVCO based on the actual capital required by the
growth and expansion of JVCO. Party B shall be responsible for arranging such
financing, which shall not result in any change in either Party's percentage
interest in the total registered capital of JVCO as set forth in Article 4.3
of this Contract. Party A shall have no obligation to arrange any part of such
financing.
4.8 After the contributions to the registered capital of JVCO are made by
the Parties, an independent international accountant registered in China shall
verify such investment. JVCO shall issue an investment certificate, signed by
the Chairman and the Vice Chairman of the Board, which states the following:
name of JVCO; date, month and year of the establishment of JVCO; names of the
Parties and their investment contributed; date, month and year of the
contribution of the investment and date, month and year of the investment
certificate issued. The total amount of the registered capital as confirmed by
the Parties shall not be reduced during the term of this Contract.
4.9 The balancing of foreign currency requirements will be the
responsibility of JVCO.
ARTICLE 5: BOARD OF DIRECTORS AND ORGANIZATIONAL
STRUCTURE
5.1 The Board of Directors shall be the highest authority of JVCO and
decide all major issues. The Board shall be composed of eleven (11) Directors,
four (4) of which shall be from Party A and seven (7) from Party B. Party A
shall appoint a Chairman, and Party B shall appoint two (2) Vice Chairmen. The
Directors shall hold the office for a period of four (4) years. Directors
shall be appointed, renewed and/or replaced by Party A and Party B,
respectively.
5.2 Actions by the Board of Directors require the affirmative vote of a
majority of the Directors, which majority shall include at least two Directors
from Party A and two Directors of Party B. Directors who are unable to attend
Board meetings (either in person or by teleconference) may send their duly
executed written proxies to the Chairman. When dealing with issues of concern
to the Parties' individual rights and interests, the Board of Directors shall
operate on the basis of equality and mutual benefit through consultation.
5.3 The Board of Directors shall meet quarterly. Meetings shall be called
and presided over by the Chairman of the Board; in his absence, a Vice Chairman
shall preside. The
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Chairman shall give twenty (20) days' written notice of every meeting to all
Directors and the General Manager. When necessary, special meetings may be
called at the request of Directors from either Party. The meetings shall
generally be held in China. Nine (9) Directors, present in person or by
proxy, shall constitute a quorum. Action taken by unanimous written and signed
resolution of the Board shall have the effect of approval at a Board Meeting.
Minutes of the meetings shall be kept both in English and Chinese languages.
5.4 At the first meeting of the Board of Directors (which will be
scheduled as soon as practicable after JVCO has received its formal business
license), members will consider establishing a number of oversight committees
to assist with the management and operation of JVCO. Such committees may
include an executive committee, compensation committee and an audit committee.
5.5 Notwithstanding the requirements of Section 5.2, certain matters
require either unanimous or dual majority voting by the Board:
(1) Issues requiring unanimous decision of the Directors are:
- Amendment of the Articles of Association of JVCO;
and
- Extension, termination and dissolution of JVCO and
the liquidation and wind-up thereof,
- Increase, transfer or assignment of the registered
capital of JVCO; and
- Any merger of JVCO with another economic organization.
(2) Issues requiring a decision by a majority of Directors
from Party A and a majority of the Directors from Party B are:
- Strategic direction and borrowing plans of JVCO;
- Business plans of JVCO;
- Annual budget and accounting statements of JVCO;
- Plans for allocating reserve funds, enterprise
expansion funds, and plans for distributing annual
profits;
- The Management Contract between JVCO and the
high-ranking officers of JVCO; and
- Appointment and dismissal of General Manager and
Deputy General Manager of JVCO, appointment and
dismissal of persons in charge of each department
nominated by the General Manager and Deputy
General Manager.
5.6 JVCO shall have a General Manager, a Deputy General Manager and a
Chief Financial Officer in charge of the management of the day-to-day operation
of JVCO.
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(1) The General Manager of JVCO shall be nominated by Party B and
shall be the chief operating officer of JVCO and, subject to the direction and
control of the Board of Directors and have general charge and supervision over
the property, business, and affairs of JVCO.
(2) The Deputy General Manager shall take charge of marketing and
technical issues and shall be nominated by Party A. The Chief Financial Officer
shall take charge of the accounting and finance of JVCO and shall be appointed
by Party B. The Deputy General Manager and the Chief Financial Officer shall
assist the General Manager in the management of the day-to-day operations of
JVCO.
(3) Personnel assigned to JVCO by the Parties to work for or
provide services to JVCO shall be at the expense of JVCO. Plans for
appointment of such personnel shall be subject to review and approval of the
Board of Directors.
5.7 The General Manager and Deputy General Manager shall be in charge of
the routine operation and management of JVCO in accordance with the Management
Contract and the resolutions of the Board of Directors. In the absence of the
General Manager, the Deputy General Manager shall, on behalf of the General
Manager, carry out his duties. The structure, responsibilities and personnel
arrangements of each of the departments shall be formulated by the General
Manager and the Deputy General Manager in accordance with the decisions of the
Board and approval shall be obtained from the Board of Directors.
5.8 The General Manager or Deputy General Manager shall not be permitted
to have any connections with other economic organizations which compete with
JVCO, provided, however, that JVCO managers nominated by Party A may also
serve concurrently as officers and/or directors of Party A or any affiliate
thereof, and that JVCO managers nominated by Party B may also serve
concurrently as officers and/or directors of Party B or any affiliate thereof;
provided further that in either case, such concurrent appointment does not
affect such person's capacity or ability to serve as manager of JVCO and to
pursue the best interests of JVCO. In case of graft or serious neglect of duty
on the part of the General Manager or other high-ranking management personnel,
the Board shall have the right to dismiss them at any time.
ARTICLE 6: RESPONSIBILITIES AND DUTIES OF THE PARTIES
6.1 Party A and Party B shall each exercise their best efforts to achieve
the objectives of JVCO, in accordance with sound business practices and
applicable laws and under the supervision of qualified and experienced
management and technical specialists.
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6.2 Within thirty (30) days after the extension of JVCO's tentative
business license in accordance with Article 4.5 (i), the Parties will prepare
and agree on a Business Plan, including network design, equipment schedules,
build-out plan, timetables and financial projections.
6.3 Party A's responsibilities to JVCO shall be to:
Assist JVCO in handling the application for approval and registration
of the business license from relevant Chinese authorities;
Obtain all possible tax reductions and exemptions allowed under
Chinese law;
Gather information regarding prospective customers, competition and
potential sales opportunities in China;
Facilitate JVCO business travel in China and assist foreign personnel
in obtaining necessary entry visas and related matters;
Coordinate accommodations, meals, transportation and medical care of
JVCO personnel;
Assist JVCO in employing Chinese staff, engineers, technicians,
workers and translations;
Assist JVCO in obtaining any other necessary government approvals for
the conduct of JVCO, including all necessary access to foreign
currency and repatriation of funds out of the PRC;
Provide assistance in handling the customs procedures and formalities
for import, and in domestic transportation for imported equipment,
supplies and materials;
Assist in locating suitable work-space for JVCO; and
Provide assistance in other matters at the request of JVCO.
6.4 Party B's responsibilities to JVCO shall be to:
Identify, select and appoint the Chief Financial Officer of JVCO who
shall report to the Board of Directors;
Identify and select advisors, who are experts in such areas as
telecommunications
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technology and systems, marketing, and finance, to assist JVCO in
developing and expanding the business;
Guide the development of the business plan, particularly as regards the
marketing and financial plan, in consultation with Party A;
Design appropriate training programs for JVCO personnel, in
consultation with Party A; and
Assist with the collection of appropriate scientific and technological,
economic and legal information related to JVCO operation; and
Provide assistance in other matters at the request of JVCO.
ARTICLE 7: PROFIT DISTRIBUTIONS AND TAXES
7.1 As soon as practicable after the close of each fiscal year, the net
profits of JVCO shall be distributed to the Parties according to the following
ratio: Thirty percent (30%) to Party A and Seventy percent (70%) to Party B.
For the purpose of this Article 7.1, "net profits" shall mean the amount,
remaining after deducting from the gross profits the following items:
(1) The amount of any income taxes levied on the gross profits of
JVCO pursuant to the relevant laws and regulations of China and terms of this
Contract;
(2) The amount of any loss carry forward;
(3) The amount of any special reserves determined by the Board of
Directors and as may by required by the relevant laws and regulations of China;
(4) The amount of any funds to be reinvested in JVCO, as may be
determined by the Board of Directors; and
(5) The amount of any reserves for employee bonuses and welfare,
as required by the relevant laws and regulations of China or as determined by
the Board of Directors.
7.2 Party A shall use its best efforts to secure the most preferential tax
rate available to JVCO. The Parties shall apply for any preferential tax
deductions available to enterprise located in the Special Economic Zone of
Beijing and any other tax deductions that may be allowed under other laws and
regulations.
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7.3 Chinese, overseas Chinese, Hong Kong, Macao and foreign personnel of
JVCO are requested to pay individual income tax in accordance with Chinese tax
laws and regulations.
ARTICLE 8: JOINT VENTURE'S RIGHTS AND LABOR WAGE
8.1 JVCO has the right to:
(1) Operate independently and employ foreign personnel for technical and
administrative work; and
(2) Test and recruit qualified personnel, who are to work under an agreed
employment contract, including a three-to-six month probationary period. JVCO
can dismiss employees who, after training, fail to meet the needs of JVCO or
cannot be transferred to other types of work. For those workers and staff
members who violate the rules and regulations of JVCO and cause harmful
consequences, JVCO may, based on the merits of the individual case, assess
penalties, decrease wages, or discharge the employee(s).
8.2 JVCO may determine its own wage systems according to the requirements
of the operations.
8.3 Salaries and other earnings (after tax) for foreign, overseas Chinese,
Hong Kong and Macao employees are allowed to be remitted out of China through
the Bank of China or other Banks in line with foreign exchange control
measures. Legitimate profits of the investors (after tax) are allowed to be
remitted out of China through the Bank of China or other Banks in line with the
foreign exchange control measures.
8.4 Should JVCO terminate its business, it shall submit the reasons for
termination to the authorities concerned and clear any debt. Assets and funds
then may be transferred and remitted outside of China.
ARTICLE 9: ACCOUNTING AND AUDITING
9.1 The Parties agree to utilize the services of an independent accounting
firm which is registered in the PRC and is mutually agreed to by the Parties
("the Accounting Firm").
9.2 JVCO shall maintain an accounting system in accordance with China's
regulations for financial accounting applicable to the Cooperative Joint
Venture firms.
9.3 JVCO shall prepare quarterly financial statements within thirty (30)
days after the end
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of each quarter during its fiscal year and shall deliver copies of such
financial statements to Party A, Party B and each member of the Board of
Directors. The financial statements shall contain a balance sheet and income
statement for the accounting period. The financial statements shall be
prepared both in Chinese and English. The financial statements shall be
certified as true and correct by the Chief Financial Officer of JVCO.
9.4 JVCO shall prepare annual financial statements within thirty (30) days
after the end of its fiscal year and shall deliver copies to Party A, Party B,
and each member of the Board of Directors. The annual financial statements
shall contain a balance sheet and income statement. The financial statements
shall be prepared both in Chinese and English. The financial statements shall
be audited and certified as true and correct by the Accounting Firm.
9.5 Party A and Party B shall have the right at any time within one (1)
year of the end of each fiscal year to audit JVCO at their own expense.
ARTICLE 10: EFFECTIVE DATE AND TERM OF AGREEMENT
10.1 This Contract shall be submitted to the appropriate authorities for
approval. Immediately after approval, within one (1) month, JVCO shall register
with the SAIC to obtain its formal business license.
10.2 JVCO shall have a term of twenty-five (25) years commencing from the
date JVCO is established. If JVCO business develops and the registered capital
is significantly increased, the term of this Contract shall be correspondingly
increased.
10.3 With the approval of relevant government authorities and after going
through registration procedures in accordance with the "Regulations for the
Implementation of the Law of the People's Republic of China on Cooperative
Joint Ventures Using Chinese and Foreign Investment", the term of JVCO shall
continue for successive five (5) years periods, unless six (6) months prior to
the end of the then current term, the Parties mutually agree to terminate JVCO.
10.4 Any termination of this Contract for any reason shall be reported to
the original approving authorities.
ARTICLE 11: ASSIGNMENT
11.1 Neither Party of JVCO may assign, pledge, sell or otherwise dispose of
all or part of
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its investment to a third Party without the approval of a majority of the
Directors from Party A and a majority of the Directors from Party B and consent
by the appropriate Chinese authorities. In case that assignment is effected by
one Party, the following stipulations must be observed:
(1) When one Party intends to assign all or part of its investment
subscribed, such Party shall notify the other Party and such other Party shall
have a preemptive right with respect to the proposed assignment;
(2) In the event that the Party who holds the preemptive right
fails to make response to the assignor within thirty (30) days of the
assignor's request for approval of the assignment, the assignor shall have the
right to effect assignment to a third Party;
(3) If one Party intends to assign all or part of its investment
to a third Party confirmation of the qualification and reputation of the third
Party shall be obtained from the remaining Party, and the conditions given
shall not be more favorable than those given to the other Party of JVCO; and
the assignor shall submit to the other Party a duplicate of the written
agreement with the assignee concerning the relevant portion of rights and
obligations so assigned; and
(4) The business of JVCO shall not be interrupted nor the
organizational structure be effected during the assignment. After assignment
has taken place, registration procedures for changes shall be conducted with
the SAIC within thirty (30) days.
ARTICLE 12: TERMINATION AND LIQUIDATION
12.1 Under the following circumstances, either Party may terminate this
Contract with at least sixty (60) days notice:
(1) In the event of bankruptcy, voluntary or involuntary, winding up or
liquidation, of the other Party;
(2) On the grounds that the other Party has repudiated, defaulted and
materially breached any of the terms of this Contract, in which case the notice
of termination shall state the causes of default or breach allegedly committed
by the other Party, and provided that such other Party shall have the right to
rectify the situation within a given grace period in such notice; and
(3) In the event that performance by the Parties or JVCO violates any
applicable PRC laws, regulations, restrictions or prohibitions.
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12.2 The liquidation of JVCO assets and creditors' rights and settlement of
JVCO debts shall be conducted by JVCO immediately after the early termination
or expiration of this Contract. The liquidation shall be based upon fair and
responsible principles and methods.
12.3 Upon announcement of the termination of this Contract and the pending
liquidation of JVCO, the Board of Directors shall work out procedures and
principles for liquidation and nominate candidates for the liquidation
committee. The liquidation committee may engage the services of accountants
and lawyers registered in China for purpose of rendering advice to the Board.
12.4 The liquidation committee shall offer to interested parties, the sale
of JVCO as an on-going concern, provided that such purchase and sale agreement
is in accordance with the relevant Chinese laws and is approved by appropriate
authorities. Party A shall have the first option to purchase JVCO, followed by
Party B.
12.5 Should neither Party A nor Party B nor a third party wish to purchase
JVCO as an on-going concern at an acceptable price, the affairs of JVCO shall
be terminated and the committee shall sell JVCO assets on an individual item
basis. Party A shall have the first option to purchase JVCO assets, followed
by Party B.
12.6 The defaulting Party shall be liable to the terminating Party for the
financial injury caused by such breach or default.
ARTICLE 13: INSURANCE
13.1 After consultation with the Board of Directors, the General Manager
shall propose insurance coverage for JVCO operations, including transponder and
business loss insurance. Preference shall be given to selection of People's
Insurance Company of China as the underwriter, if it is deemed to be
competitive in terms of cost and quality of service.
ARTICLE 14: APPLICABLE LAWS
14.1 The formation of this Contract, its validity, interpretation,
execution, and settlement of any disputes arising hereunder shall be governed
by and in accordance with the promulgated and publicly available laws of the
PRC. Where there is no PRC law on point, generally accepted standards and
principles of international law and customary international practice shall
govern.
14.2 Nothing herein shall be construed as requiring Party A to take any
action contrary to
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PRC law nor as requiring Party B to take any action contrary to the applicable
law of Canada or the United States of America.
14.3 The assets and rights of JVCO, as well as the investment, profit
share, other amounts due to the Parties under this Contract and other lawful
rights and benefits of the Parties shall be protected by all published laws,
decrees, rules and regulations of PRC.
ARTICLE 15: DISPUTE RESOLUTION AND ARBITRATION
15.1 Best efforts should be made to settle all disputes through friendly
consultation between the Parties.
15.2 Any dispute arising out of this Contract between Party A and Party B
shall first be settled through consultation by the Board of Directors, with the
spirit of mutual trust. Should such consultation fall to settle the dispute
within thirty (30) days, the mediation may be conducted by a third Party
selected by Party A and Party B.
15.3 In the event that such mediation fails to resolve the dispute within
thirty (30) days, the dispute shall be resolved by arbitration. An arbitration
panel shall be composed of three members, one member shall be appointed by
Party A, the other member shall be appointed by Party B and the third member
shall be a person agreed upon by the members appointed by both Parties.
Arbitration shall be conducted pursuant to the procedures and rules of the
Singapore Arbitration Center in the Republic of Singapore.
15.4 The arbitration award shall be final and binding on both Parties.
The cost of arbitration shall be borne by the losing Party or in accordance
with the ruling of the arbitrator(s).
ARTICLE 16: FORCE MAJEURE
16.1 Any event or circumstance beyond the control of the Parties shall be
deemed an event of Force Majeure and shall include, but not be restricted to
fire, storm, flood, earthquake, explosion, war, rebellion, insurrection,
epidemic and quarantine restriction. If either Party is prevented from
performing any of its obligations under this Contract due to an event of Force
Majeure, the term of this Contract shall be extended by a period equal to the
Force Majeure delay.
16.2 The affected Party shall immediately notify the other Party of the
occurrence of any Force Majeure by fax and shall send to the other Party by
registered airmail, within fourteen
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(14) days thereafter, a certificate from the relevant government authorities
or departments confirming the occurrence of the cause of such Force Majeure.
Should the delay caused by any event of Force Majeure continue for more than
ninety (90) consecutive days, both Parties shall settle the problem of further
performance of this Contract through friendly negotiations and confirm whether
they shall continue this Contract or terminate it in advance.
ARTICLE 17: LANGUAGE OF CONTRACT AND WORKING LANGUAGE
17.1 This Contract is composed of the Contract and Annexes. The Annexes
and the Contract proper have the same validity. In the event that any
contradictions should arise between any provisions of the annexes and the
corresponding provisions of the Contract proper, the Contract proper shall be
definitive.
17.2 Any amendment of this Contract must be unanimously adopted by the
Parties and written into official document. After the approval by the
appropriate authorities, the approved documents shall become an inseparable and
integral part of this Contract.
17.3 The headings contained in this Contract are for reference propose only
and shall not effect the meaning or interpretation.
17.4 The Contract and the Annexes are written in both Chinese and
English. Both texts shall have the same legal effect.
17.5 All important documents of JVCO shall be written both in Chinese and
English. Both versions shall have the same legal effect.
17.6 Both Parties agree to use Chinese and English as the working
languages.
ARTICLE 18: TEXTS
18.1 The Chinese and English texts of this Contract are each prepared with
four originals. Each Party shall keep two copies of each text.
ARTICLE 19: NOTICE
19.1 Notices and documents including faxes sent by either Party of JVCO to
the other Party shall be sent to the following addresses and shall be deemed to
have been given as of
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the date of receipt:
PARTY A: CITS TELECOM CO., LTD.
Address: ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, PRC
Telephone: ▇▇▇▇-▇▇▇▇▇▇▇, 8610-8460186
8610-8460187, 8610-8460188
Fax: ▇▇▇▇-▇▇▇▇▇▇▇
PARTY B: AMERICAN CHINA INVESTMENT CORPORATION
Address:
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Telephone:
Fax:
WITH COPY TO:
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Telephone:
Fax:
19.2 During the effective term of JVCO, either of the Parties and its
assignee shall have the right to change its address from time to time, provided
that the other Party shall be notified in writing of such changes one (1) month
in advance.
ARTICLE 20: MISCELLANEOUS
20.1 This Contract shall amend the Original JVC in its entirety and in the
event of any discrepancies between this Contract and the Original JVC, this
Contract shall take preference.
20.2 Should any of the provisions contained in this Contract or any
document executed
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concurrently or in connection with this Contract be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions contained in this Contract shall
not be affected or impaired in any way.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be
executed this 27th day of March, 1996, by their respective duly authorized
representatives.
Authorized Representative of Authorized Representative of
CITS Telecom Co., Ltd. American China Investment Corp
of the People's Republic of China of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
(Party A) (Party B)
Signature: Signature: /s/ [ILLEGIBLE]
-------------------- ------------------
Name: /s/ [ILLEGIBLE] Name:
-------------------- ------------------
Title: Title:
-------------------- ------------------
Witness: Witness:
-------------------- ------------------
16