{"id":42682,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/preliminary-agreement-to-form-a-contractual-joint-venture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"preliminary-agreement-to-form-a-contractual-joint-venture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/preliminary-agreement-to-form-a-contractual-joint-venture.html","title":{"rendered":"Preliminary Agreement to Form a Contractual Joint Venture &#8211; Changsha Guang Da Television Broadcasting Broadband Network Ltd. and Big Sky Network Canada Ltd."},"content":{"rendered":"<pre>                         PRELIMINARY AGREEMENT TO FORM A\n                        CONTRACTUAL JOINT VENTURE BETWEEN\n      CHANGSHA GUANG DA TELEVISION BROADCASTING BROADBAND NETWORK LTD. AND\n                           BIG SKY NETWORK CANADA LTD.\n\n\nIn  accordance  with the \"Law of the People's  Republic of China on  Contractual\nJoint  Ventures\" and other  relevant  laws and  regulations  of Hunan  province,\nadhering to the  principle  of equality  and mutual  benefits  and the spirit of\nfriendship and cooperation,  Changsha Guang Da Television Broadcasting Broadband\nNetwork  Ltd.  (\"Party A\") and Big Sky Network  Canada Ltd.  (\"Party  B\"),  have\nreached an agreement to form a  Contractual  Joint  Venture (the Company) at the\nCity of Changsha in the Province of Hunan.  The Parties have agreed to sign this\nAgreement before signing a formal contract:\n\n         1. The  Contractual  Joint Venture shall be  established at the City of\n            Changsha,  in Hunan Province,  the People's  Republic of China.  The\n            name of the Company will be decided in the future.\n\n         2. The  objective  of the  Company  is to provide  Internet  technology\n            services for data  transmission and Internet related business in the\n            Hunan Province.  This will be  accomplished by economic  cooperation\n            and  technical  exchanges  as  well  as  through  adopting  advanced\n            technology and scientific management expertise,  in order to achieve\n            reasonable  economic results and ensure a maximum rate of return for\n            both Parties.\n\n         3. The Scope of Business of the Company  shall include the provision of\n            broadband  data  network  technology  services  including,   without\n            limitation,  the  purchase,  processing,   upgrading,   development,\n            installation,  operation,  maintenance  and  management  of  network\n            platform  for  broadband  data  transmission,   network  based  data\n            transmission   and  value-added   business;   application   software\n            development;  and  technical,  consulting,  management  and training\n            services.\n\n         4. Terms and Conditions of  the  Cooperation:  Party A ensures that the\n            Company shall be the exclusive  provider of the Internet  technology\n            services in relation to the Network  (the  ownership  of the Network\n            belongs  to  Party  A) and  enable  Party A to use the HFC  Network,\n            Facilities and Frequencies to provide Internet connectivity services\n            to  Party  A's  customers;  and  obtain  all  regulatory  approvals,\n            licenses  and permits that either the Company or Party A may require\n            to perform this\n\n\n                                       1\n\n\n\n\n            Contract,  including obtaining an Internet operating permit from the\n            Ministry of  Information  Industries.  Party B shall provide  funds,\n            technology and equipment required by the project.  Party A shall own\n            the network.  The Contractual Joint Venture shall not be involved in\n            the  basic   telecommunication   and  Party  A's   broadcasting  and\n            television business.\n\n         5. Party A and Party B will form a Joint Venture Company and to build a\n            Data Transmission Platform.  Party B will not own shares of Party A.\n            The net income will be distributed  in accordance  with Article 8 of\n            this Agreement.\n\n         6. Party  B's  budget  of  investment  for this  project,  based on the\n            450,000  registered cable TV customers of Party A, is US$18,000,000.\n            Party B shall  contribute  the  investment  in  accordance  with the\n            regulatory  requirements  and the Contract of the Contractual  Joint\n            Venture. If the project requires new capital investment, the Parties\n            will  consult  to each  other  and Party B will be  responsible  for\n            raising new capital.\n\n         7. The term of the  Contractual  Joint  Venture  shall be eighteen (18)\n            years from the Date of  Establishment.  Upon the  expiration  of the\n            contract,  the fixed assets of the  Contractual  Joint Venture shall\n            belong  to  Party  A, in  accordance  with  the  relevant  laws  and\n            regulations  of the  People's  Republic of China.  After the Company\n            pays all taxes,  fees and statutory duties as required by applicable\n            laws and  regulations  of the  People's  Republic of China,  the net\n            income shall be distributed as follows:\n\n                                                    Party A            Party B\n              Phase I   (2001*-2006):                35%                 65%\n              Phase II   (2007-2012):                50%                 50%\n              Phase III  (2013-2018):                60%                 40%\n              *Or Effective Date which ever comes earlier.\n\n         8. The  Board of  Directors  of the  Contractual  Joint  Venture  shall\n            consist  of  seven  (7)  Directors.  The  Chairman  of the  Board of\n            Directors  shall be  designated  by Party  A.  The  distribution  of\n            Directors shall be as follows:\n\n                                                Party A                Party B\n              Phase I   (2001*-2006):              3                      4\n              Phase II   (2007-2012):              4                      3\n              Phase III  (2013-2018):              4                      3\n              *Or Effective Date which ever comes earlier.\n\n\n                                                                               2\n\n\n\n\n         9. All documents  (including the Contractual Joint Venture Contract and\n            Articles of Incorporation)  required for formal establishment of the\n            Contractual Joint Venture,  in accordance with the relevant laws and\n            regulations  of the People's  Republic of China,  shall be completed\n            and submitted to the relevant authorities for approval after signing\n            of this  Agreement.  This agreement will have its full legal effects\n            after  completing  of  all  required   documentation  and  necessary\n            approvals.  This Agreement will be no legal effect,  If the Contract\n            and Article of Incorporation for the Joint Venture are not signed by\n            the Parties within sixty (60) days after signing of this Agreement.\n\n         10.This  Agreement  is  written  in  Chinese  and each  Party  shall be\n            provided for Two (2) copies.\n\n         11.This Agreement shall be signed by the authorized  representatives of\n            the Parties and shall be legally effective on the date of signing.\n\nIN WITNESS  WHEREOF,  the Parties  hereto have signed this Agreement on March 8,\n2001.\n\nParty A                                 Party B\n(Authorized Representative):            (Authorized Representative):\n\/s\/ QIUCHENG ZHOU                        \/s\/ WEI YANG\n    ---------------                          ----------------\n\nName: Qiucheng Zhou                     Name: Wei Yang\nTitle: Chairman                         Title: Vice President\n\n\n\n                                                                               3\n\n\n\n\n[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]\n\n\n\n                                                                               4\n\n\n\n\n[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]\n\n\n\n                                                                               5\n\n\n\n\n[AGREEMENT WRITTEN IN CHINESE LANGUAGE APPEARS HERE]\n\n\n                                               [BIG SKY NETWORK CANADA LTD.\n                                                SEAL APPEARS NEXT TO SIGNATURE\n                                                PARTY B]\n\n\n\n                                                                               6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9613,9617],"class_list":["post-42682","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42682","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42682"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42682"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42682"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42682"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}