Contractual Operation Agreement [Translation From Chinese]
Exhibit
10
[Translation
From Chinese]
Party
A:
Shaanxi Epang Palace Tourism Development Co., Ltd.
Party
B:
Shaanxi
Kai
Da Tourism
Consultant Co., Ltd.
In
Witness whereof, Party A and Party B shall, with reference to Party B’s
contractual operation, hereby voluntarily signed and concluded this Agreement
in
accordance with the following terms and conditions:
| 1. |
Purpose
of the Contractual Operation:
|
In
order
to conquer influence of impersonal factors from the market to enhance deep
development of the enterprise, as well as fully explore potential of Qin Epang
Palace Human Tourism Resource and Qin Six-country Palace Hot Spring Holiday
Village Resource which all invested by Party A, based on examination and
evaluation of Party B’s talent advantage, abundant experience and operation
ability of tourism project, Party A shall agree to Party B’s contractual
operation via Party A’s agreement of board of director.
| 2. |
Content
of Contractual Operation:
|
| I. |
Party
A totally transfers business management right of Qin Epang Palace and
Six-country Holiday Village and Qin Epang Palace Theme Park (collectively
the “Managed Assets”) to Party B, by way of contractual
operation.
|
| II. |
Party
B shall be responsible for establishing and improving business plan
concerning current business situations of Party A, as well as for
implementing the management plan for the Managed
Assets.
|
| III. |
Party
B shall be responsible for developing a brand strategy of Chinese ancient
civilization tourism for the Managed Assets, and based on that plan
to
invest.
|
| 3. |
Period
of Contractual Operation: from
01/08/2005 (D/M/Y) to 31/07/2015 (D/M/Y), 10 years
totally.
|
| 4. |
Rights,
responsibilities and obligations of Party
B.
|
| I. |
During
the period of contractual operation, Party B shall totally have business
management right as well as right of assets utilization of Party A’s
Managed Assets, and Party B shall make its own management decisions
and
take full responsibility for corresponding profits and
losses.
|
| II. |
During
the period of contractual operation, Party B shall be irresponsible
for
bearing previous credits and debts as well as losses of Party
A.
|
| III. |
During
the period of contractual operation, Party B shall be irresponsible
for
bearing previous legal dispute and lawsuit matters of Party
A.
|
| IV. |
During
the period of contractual operation, Party B shall not share Party
A’s
shareholders’ equities, nor disposal right of Managed Assets of Party A;
and Party B shall not dispose of Party A’s Managed Assets without
permission of Party A.
|
| V. |
During
the period of contractual operation, Party B shall undertake credit
and
debts relating to its own contractual
operation.
|
1
| VI. |
Party
B shall totally take charge of accepting current officers and employees
of
Party A; and signing engagement contract separately, and Party B
shall
have right to deal with possible labor trouble and dispute as of
the sign
of this Agreement and employee new
staff.
|
| VII. |
During
the period of contractual operation, Party B shall have distribution
right
of 100% of earnings and 85% of profits.
|
| VIII. |
During
the period of contractual operation, Party B shall bear and pay all
operating costs and expenditures (excluding depreciation charge and
interest of loan).
|
| IX. |
During
the period of contractual operation, Party B shall carry out the following
responsibilities and obligations:
|
| a) |
Training
Party A’s officers and employees to improve their all-round
quality.
|
| b) |
Quarterly
delivering materials and business situation report to Party A, such
as
financial statements etc.
|
5.
Tangible assets, intangible assets and staffs invested and trained by Party
B
during the period of contractual operation shall be transferred to Party A
after
the contractual operation: at that time, the both parties shall separately
sign
Equity Transformation Agreement, and Party A shall assume above-mentioned assets
and staffs by way of equity transformation, while Party B shall transfer
above-mentioned assets and staffs to Party A by way of consideration of equity
transformation.
| 6. |
Rights,
responsibilities and obligations of Party
A.
|
| I. |
Party
A shall have the ownership of its current assets as well as disposal
right, whereas, during the period of contractual operation, Party A
shall
not dispose of its current assets.
|
| II. |
Party
A shall totally undertake all matters involving credit, debts, law
and
personnel, labor trouble, welfare etc. prior to the sign of the
Agreement.
|
| III. |
Party
A shall bear and pay all operating costs and expenditures (including
salaries, welfares and other expenditures concerning payment) prior
to
August 1st,
2005.
|
| IV. |
Within
10 working days as of the sign date of the Agreement, Party A shall
transfer procedures relating files and materials of license for operation,
stamp, asset, finance, document etc.
|
| V. |
During
the period of contractual operation, Party A shall have supervision
right
of Party B’s operation and management; Party A shall have right to retain
audit institution to audit situation of contractual operation by Party
B,
exclusive of interfering with the independent operation right of Party
B
and utilization right of Party A’s Managed
Assets.
|
| VI. |
During
the period of contractual operation, Party A shall share distribution
right of 15% of profit produced by Party B concerning the contractual
operation.
|
| VII. |
During
the period of contractual operation, Party A shall be responsible in
coordination with Bureau of Commerce and Industry, Tax Bureau etc.
and
exterior affairs; Party A shall be responsible and active in support
and
cooperation with Party B’s contractual operation.
|
7.
With
regard to unrelated matters in this Agreement and dissidences in the course
of
implementation, the both parties shall negotiate to deal with them, or make
supplement agreement or sign negotiation memorandum composing of Supplement
of
this Agreement, which are equal in legal effect with this Agreement.
8.
In the
course of implementation of this Agreement, if any party goes against any terms
of the Agreement, then the party shall be considered as delinquent party and
shall undertake corresponding responsibilities, meanwhile, the other party
shall
put forward punishment, and sign Memorandum Of Breach Understanding after both
parties’ negotiation, otherwise, both parties shall submit to Xi’an Arbitration
Commission, and any party shall have right to lodge a legal proceeding against
the delinquent party if the arbitration failed.
9.
This
Agreement shall be in sextuple, one for each Party; and other four for superior
of Party A, Bureau of Commerce and Industry, Tax Bureau and certificate lawyers’
office respectively for records; The six files are all equal in legal effect;
and the Agreement shall come into effect as of the day and year when it is
signed, stamped, and concluded by representatives of both parties.
Party
A:
Party A: /s/ Shaanxi Epang Palace Tourism Development Co., Ltd.
Legal
representative:
Date:
July 5th,
2005
Party
B:
/s/ Shaanxi Kai Da Tourism Consultant Co., Ltd.
Legal
representative:
Date:
July 5th,
2005
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