EXHIBIT 10.8
Entrepreneur Agreement -- Techtime Industries Limited
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After the discussion among the parties, they have compromise to establish a
entrepreneur in producing alloy, plastic toy, manufacturing and processing, with
the following agreement:
A) Name of Entrepreneur: Techtime Industries Ltd.
Address of Entrepreneur: 0/X Xxxxx Xxxxxxxx, 00 Xxxxx'x Xxxx X., Xxxxxxx,
XX.
B) 1,500,000 Investment amount, share proportion as follow:
Creative Master -- 55%, Xxxx Xxx Qiang -- 15%, Gan Xx Xxxx -- 15%, Xx Xxxx
Su -- 15%. Such investment should be paid in cash or other appropriate ways.
All the shareholders have to invest the amount in March 96. Shareholder has
to pay the actual amount if he invest after the deadline.
C) Establishment of Board of Directors
1. The Board of Directors consists of 8 persons, in which the Managing
Director is appointed by Creative Master Limited, Xxxx Xxx as the
Assistant Managing Director, Creative Master Limited appoint 3 others
person as directors and the remaining three parties has to appoint 1
person each. Under the Board of Director, a Management Council is formed.
This Council is composed of production technician, production planning
and administration.
2. The new policy of the Board of Directors must be accepted by majority of
the directors before it can be implemented. If the voting for and against
are the same, the Managing Director has the right to determine whether to
accept the policy or not.
3. The Board of Directors has the highest technical authority. It has the
right to determine its business objective, development regulation, audit
its own finance, employment, distribution of profit, welfare, salaries
and production.
4. Under the direction of the Board of Directors, the factory manager has to
manage the factory. He also has to supervise 2 assistant factory
managers. If it is observed that the factory manager did not work
properly, the Board of Directors has the right to terminate his job. His
responsibility is to implement all the policies made by the Board of
Director and directly responsible for the profit and loss of the
entrepreneur. He has to formulate all production planning system and
guarantee that he will implement these planning.
5. Financing/Accounting supervisor is appointed by Creative Master Limited.
D) Production
1. It is planned that the entrepreneur will produce 15,000,000 to 18,000,000
annually. It should first produce the orders offered by Creative Master
Limited. If the amount is inadequate, it can produce the orders from other
companies, under the condition that there is no contradiction with the
products of Creative Master Limited.
2. When producing the orders offered by Creative Master Limited, the worker
and material should be provided by the entrepreneur. Creative Master
Limited should provide engineering and other materials. Creative Master
Limited will collect 8-12% management and profit from the price of the
product but the exact amount will depend on the product.
3. To develop tampo print in appropriate time.
E) Distribution of Profit (Profit/Loss will be distributed according to the
proportion of share)
1. The account is audited from Jan 1 to 31 Dec.
2. After deducting its operation cost, the distribution of profit of the
entrepreneur will be as follow:
i. 10% of the annual profit will be distributed to directors and other
production management staff as bonus.
ii. 15% of the annual profit as saving amount
iii. 75% of the annual profit will be distributed to the shareholders
F) If any party release its share, the other shareholders can purchase the
shares by the asset amount at that moment. Only if all the other shareholders
do not want to purchase the share, the one who release the share can sell his
share to third party.
