EXHIBIT 10.4
COOPERATION AGREEMENT
Party A: Hong Kong China Market Development Company Limited
Party B: China Investment Journal
CHAPTER 1 GENERAL PROVISIONS
1.1 Hong Kong China Market Development Inc., ("Party A") and China Investment
Journal ("Party B") shall jointly set up a Hong Kong version of China
Investment Journal ("Journal") in accordance with the certain laws of Hong
Kong special administrative regions. The partners hereby enter into this
Cooperative Agreement ("Agreement").
1.2 Party A and Party B shall respect each other's right and interests, shall
comply with the laws and regulations of Hong Kong Special Administrative
Regions.
CHAPTER 2 THE PURPOSE, SCOPE, AND SCALE OF THE BUSINESS
2.1 The Hong Kong version of China Investment Journal and its electronic
version will be invested and set up by both Party A and Party B, Party A
and Party B shall jointly operate and manage the Journal.
2.2 The Hong Kong version of China Investment Journal can conduct its
marketing operations and advertisement in Hong Kong, other areas other
than Hong Kong including mainland of China. It cannot do any damage to the
rights and interests of Party B.
CHAPTER 3 INVESTMENT AND PROFITS
3.1 For the Journal (including electronic version) and its parent publishing
company ("Company"), Party A shall be responsible for providing funds for
seventy percent (70%) of the Company's total equity. Party B shall pay in
the way as the reputation capital, which accounts for thirty percent (30%)
of the total equity.
3.2 The total amount of investment committed by Party A to the Hong Kong
version of China Investment Journal is $2,000,000 U.S. dollars. Party A
and Party B jointly stipulate that Party A should pay the said money in
three payment installments, which shall be used for the operations and
management of both the printed Journal and the web site. In the first
period, Party A should pay $600,000 U.S. dollars to a special account
established for China Investment Hong Kong version, within 22 working days
after this Agreement takes effect. Included in this sum, however, $100,000
U.S. dollars shall be paid into the special account of the Journal within
the 10 days after this Agreement takes effect, which is for the
preparation of the Journal. The second installment in the amount of
$600,000 will be paid to the special account of China Investment Hong Kong
version within seventy (70) working days after the official publication of
the Journal. The third installment in the amount of $800,000 will be paid
into the special account of China Investment Hong Kong version within one
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hundred forty (140) working days of the official publication of the
Journal.
3.3 In case Party A wants to transfer the possession of some or all its shares
of the Journal on the web site to a third party, which is neither Party A
nor Party B, this decision must be approved by party B. Vice versa, if
Party B wants to make such a transaction to a third party. It only shall
only take effect when two parties make a written agreement on that.
CHAPTER 4 OBLIGATIONS AND RESPONSIBILITIES OF EACH PARTY TO THE JOURNAL
4.1 Party A shall be responsible for the following matters:
(1) Providing investment $2,000,000 U.S. dollars to the Journal in
cash.
(2) Responsible for the registration of the Journal in Hong Kong.
(3) The registered Hong Kong version of China Investment Journal
(including electronic version) and the publishing company to be
provided on the web site is established and managed by both parties.
In the duration of the cooperation, Party A shall protect all the
rights and interests of Party B. It shall abide by other written
rules and contracts agreed to by the parties.
4.2 Party B shall be responsible for the following matters:
(1) Responsibilities for the final censorship to the content of the
China Investment Hong Kong version (including electronic version).
The principle of final censorship defines the contents that do no
harm to the interests of the PRC and make no violation of the
policies of the Chinese government.
(2) Supporting and promoting the marketing operations and advertisement
operations of the Journal, its electronic version and the web site
in mainland of China.
(3) Provide content to the web site and the Journal using the resources
to which it has access.
CHAPTER 5. BOARD OF DIRECTORS FOR THE MANAGEMENT AFFAIRS OF THE JOURNAL
5.1 The Journal shall establish a board of directors for the management
affairs of the Journal, it shall be set up at the day that this Agreement
takes effect.
5.2 The board of directors shall have five directors, among whom two directors
shall be appointed by Party A, two directors shall be appointed by Party B
and one independent director. The board of directors has a chairperson and
a vice-chairperson. In the first term, the chairman of the board shall be
appointed by Party B from its directors and vice-chairperson by Party A
from its directors. The independent director shall be selected by both
parties by mutual consent. The term of office for chairperson,
vice-chairperson, and directors (except the independent director) is five
years. The term of office of the independent director is two and a half
(2-1/2) years.
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Their term of office may be renewed if approved by the board. Either party
may replace a director it has appointed and the other party will approve
such replacement.
5.3 The chairperson of the board of directors, also known as the legal
representative of the Journal and its parent publishing company, shall be
appointed by Party B. The vice-chairperson of the board of directors shall
be appointed by Party A.
5.4 The board of directors shall decide the important affairs regarding the
development of the Journal. Should the chairperson be unable to exercise
his/her responsibilities for some reason, he/she shall authorize others to
represent the Journal temporarily.
5.5 The board of directors shall convene at least once every year. The meeting
shall be called and presided over by the chairperson of the board. The
director may convene an interim meeting based on a proposal made by more
than two 2 directors. The quorum of the meeting is four directors. Should
the director be unable to attend the meeting, he/she may send a written
authorization to the board of directors appointing someone else to
represent him and vote in his stead.
5.6 Resolutions in the board of directors meeting shall be signed by the
directors. Any resolutions shall come into force as soon as they are
signed by all of the directors attending the meeting.
CHAPTER 6 BUSINESS MANAGEMENT AND OPERATIONS
6.1 The management office of the Journal shall have one executive director,
one deputy executive-director plus a general manager, and one general
editor. They shall be appointed by the board of directors. The term of
office for them is three years. After approval, the term of office may be
renewed.
6.2 The Journal shall have its own rules and regulations for management and
operation. The chief financial officer in both the Journal and the
Publishing Company shall be appointed by Party A. The Journal shall be
audited on an annually basis by the accountant institute in accordance
with Hong Kong related regulations. The audit result shall be reported to
all members of the Board of Directors.
6.3 The obligation of the Executive Director is to carry out the decisions of
the board of directors. He shall organize and conduct the routine
management of the Journal (including electronic version) and the
Publishing Company. The Executive Director shall submit monthly financial
reports to the board, and quarterly comprehensive reports on the Journal's
activities.
6.4 In case of any graft or serious dereliction of duty by the administrative
personnel of the Journal (including electronic version) and the Publishing
Company, the board of directors should have the power to dismiss his/her
post at any time. They shall be held responsible for the financial loss
according to relevant laws and legal procedures.
CHAPTER 7 DURATION, ASSETS AND LIABILITIES FOR BREACH OF THE AGREEMENT
7.1 The term of the Journal is 30 years starting from the date of the official
publication of the Journal. It shall be accounted from the day the Journal
is published which can be
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extended in case both Parties so agree, but it is necessary to enter into
a new cooperation agreement.
7.2 The assets of the Journal shall belong to Party A and Party B. In case the
cooperation in connection with the Journal expires or terminates before
the term, it should arrange liquidation according to related laws and
regulations. The residuary assets after liquidation should be distributed
in accordance with the proportion of each party's share in the equity.
7.3 In case any party will not fulfill obligation and duties defined herein,
it will be responsible for the liabilities for breach. In case the
liabilities are caused by both parties, Party A and Party B shall be
responsible for itself separately.
CHAPTER 8 COOPERATION AGREEMENT AND SO FORTH
8.1 This Agreement shall come into force beginning from the date it is signed
by two parties.
8.2 The amendment of this Agreement or appendices shall be made only after it
is approved by both two parties in writing. In this situation, it is
necessary to sign an additional agreement.
8.3 In the period of validity of this Agreement, this Agreement cannot be
fulfilled because of any FORCE MAJEURE events, or if the Journal has
losses for a sustained period of time, then, both parties may terminate
this Agreement after discussion.
8.4 Issues not covered in this Agreement can be agreed to by the parties in
writing separately.
8.5 This Agreement is executed in six counterparts. Each Party shall hold
three copies. This Agreement is signed in both Chinese and English. If
there is any discrepancy between two versions, Chinese version shall
prevail.
Party A: for and on behalf of CMD CAPITAL LIMITED
Hong Kong China Investment Company Limited
Authorized Representative: /s/ PETER CHIN
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Peter Chin
Date: 22-4-00
Party B: China Investment Journal
Authorized Representative: /s/ WANG XIN
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Wang Xin
Date: 2000.6.22
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