Cooperation Agreement On
Establishment of "Morning Sun Resources Center
Under National Center For Audio / Visual Education
OF Ministry Of Education"
Party A : National Center for Audio / Visual Education
Party B : Beijing Tengtu Culture & Education Electronics Development Co. Ltd.
Beijing Tengtu Tian Di Network Co. Ltd.
In order to coordinate the implementation of the contemporary Distance
Learning Project initiated by the Ministry of Education, promote the
popularization of information technology (IT) in elementary / secondary schools,
and expedite the introduction of IT education, the National Center for Audio /
Visual Education (NCAVE) under the Ministry of Education and Tengtu have reached
the following cooperation agreement on the establishment of the " Morning Sun
Resources Center Under the National Center For Audio / Visual Education Of The
Ministry Of Education " ( hereinafter referred to as " MSRC " ) :
1. Contents of Cooperation
The theme of this cooperation is on the establishment of the MSRC Web
portal ( the Project ) in order to provide the services of educational
Web portal ASP ( Active Server Pages ), distance learning, distribution
of educational information, e-Business applications, etc. Both Parties
will also fully utilize the existing educational resources of the
Ministry of Education and the educational resources database of Tengtu
to
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ResourcesCenter Agreement Pg. 1
develop the educational resources and database for K-12 Education. This
Web portal will function as the production, distribution and operation
center for the K-12 education resources, and as the Internet Data
Center ( IDC ) for the Local Education Resources Center, thus providing
software and hardware support for the implementation of the "
School-To-School Link " project.
2. Organization of Cooperation
2.1 In the early stages of the Project, a Project Leading Group and a
Project Working Group are to be set up by both Parties to
organize and implement, under guidance of the NCAVE, the Project.
2.2 While the NCAVE will provide policy support and business guidance
for this Project, Tengtu will invest a total of XXX 00 Xxxxxxx
xxx xx responsible for its specific implementation.
2.3 After this Project becomes mature and profitable, both Parties
agree to incorporate the MSRC into an independent business
entity. The NCAVE will then take 30% ownership while Tengtu will
take 70% ownership of the entity.
3. Steps of Cooperation and Modes of Operation
3.1 To provide free upgrade for the 3,000 schools established under
"Operation Morning Sun -- Phase I" by providing satellite
receiving equipment, database management system, VOD ( Video On
Demand ), virtual CD drive, etc. in order to allow these schools
to become potential customers of the MSRC.
3.2 To expedite the implementation of "Operation Morning Sun -- Phase
II" in order to further increase the number of end users.
(1) Structure of " Operation Morning Sun -- Phase II " Products:
In addition to the " Operation Morning Sun -- Phase I "
products, e.g., items such as Multimedia Digital Classroom,
Internet Classroom, etc., VOD, Virtual CD Drive, Database
Management System, Lessons Preparation System, hardware for
Tengtu broadband distance learning
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ResourcesCenter Agreement Pg. 2
satellite network, distance learning resources, foreign
educational resources, etc. are added.
(2) to meet the requirements of different schools, the following
different solutions are provided:
Solution 1 : For schools equipped with the Campus Network
and Computer- Classrooms, the product package of " Operation
Morning Sun -- Phase II" will be provided to support
interconnection with the Internet and Tengtu Broadband
Education Satellite Network.
Solution 2 : For better computer-equipped schools, real-time
reception and updating of distance learning resources are
provided through the " Tengtu Broadband Distance Learning
Satellite Network ".
Solution 3 : For poorer equipped schools, satellite
receiving equipment and " Distance Learning Resources
Database " products will be provided.
(3) Service Charges
Each MSRC user will be charged RMB 5,000 per year.
Non-subscription user will be charged for each visit, with
the rate yet to be determined. School users in calendar year
2001 will be approximately 3,000 to 10,000; with the sales
of education resources database CD's up to 30,000 sets.
School users in calendar years 2002 and 2003 are forecasted
to be 25,000 and 35,000 to 50,000 respectively.
4. Responsibilities of Both Parties
4.1 NCAVE
- To provide supporting policies, including policy documents
from the Ministry of Education and administration.
- To designate associated leader(s) to coordinate the
implementation of the Project.
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ResourcesCenter Agreement Pg. 3
- To obtain the licenses for the operation of the Web portal
and satellite broadcasting and also to provide independent
satellite broadcasting channel(s) and adequate bandwidth.
- To provide the MSRC Web portal with the existing K-12
education resources for broadcasting and operation on the
NCAVE satellite platform.
- To promote the cooperation on the implementation of the
"School-To-School Link " project and to coordinate the
relationship with the various departments of the Ministry of
Education.
- To provide business guidance for the MSRC.
4.2 Tengtu
- To provide the Total MSRC Software and Hardware Solution;
and tried and proven broadband commercial Web portal
software.
- To provide various Tengtu education application platform
system software and user-end software.
- To provide advanced foreign distance learning educational
resources from the Tengtu Electronic Publishing Co. Ltd. ;
and to cooperate to establish the National Broadband K-12
Educational Resources Database.
- To provide the Tengtu Distance Learning Production System
and Educational Resources Database.
- To gradually invest XXX 00 Million in stages for the
establishment and operation of the MSRC : XXX 00 Million for
the establishment of the K-12 education resources, XXX 00
Xxxxxxx for the establishment of the MSRC Web portal, XXX 00
Million for the cooperation with the provincial resources
centers, RMB 5 Million for the daily administration, and XXX
00 Xxxxxxx for the working capital and purchase of
equipment.
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ResourcesCenter Agreement Pg. 4
5. Distribution of Profit
In the early stages of the Project, Party A will receive 30% of
the profit. If the Project has not generated any profit or the
profit payable to Party A is less than RMB 1.3 Million, Party B
will pay Party A up to RMB 1.3 Million as the guaranteed minimum.
Party A : National Center for Audio / Visual Education
Ministry of Education
Representative : Zhang, Xxx Xxxx
Date : April 9, 2001
Party B : Beijing Tengtu Culture & Education Electronics Development Co.
Ltd.
Beijing Tengtu Tian Di Network Co. Ltd.
Representative : Zhang, Xxx Xx
Date : April 9, 2001
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ResourcesCenter Agreement Pg. 5
To : Tengtu International Corp.
The following outlines the mutual understanding of the issues related to the
business partnership between Tengtu China and Tengtu International Corp.:
1. As a business partner of Tengtu International Corp. (TIC), Tengtu China
will represent TIC to implement the " Operation Morning Sun " and
"Morning Sun Education Resources Center of National Center for Audio /
Visual Education (NCAVE) under Ministry of Education " projects.
2. Tengtu China will jointly undertake and share the operating results of
all the joint- venture projects with Tengtu International Corp.
according to the joint-venture agreement.
3. Tengtu China will establish special bank accounts for financial and
investment management related to the joint venture undertakings.
4. It is agreed that of the 70% interest held by Tengtu China in the
Morning Sun Education Resources Center ( MSERC ) , 57% will be held for
and allocated to TIC. TIC's interest in the MSERC is therefore 39.9%
(70%x57%).
5. Tengtu International Corp. shall be responsible for injecting the
initial capital of XXX 00 Million according to the project financing
plans for the establishment of the " Morning sun Education Resources
Center of NCAVE under Ministry of Education "
6. Tengtu China will consider to consolidate with Tengtu International
Corp. into a single entity when conditions are appropriate.
Xxxxx Xxx Qi
Beijing Tengtu Culture & Education Electronics development Co. Ltd.
Beijing Tengtu Tian Di Network Co. Ltd.
April 17, 2001
