Attached files
| file | filename |
|---|---|
| S-1 - CHINA EMEDIA HOLDINGS Corp | v196267_s1.htm |
| EX-3.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-3.htm |
| EX-3.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-2.htm |
| EX-3.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex3-1.htm |
| EX-5.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex5-1.htm |
| EX-21.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex21-1.htm |
| EX-23.2 - CHINA EMEDIA HOLDINGS Corp | v196267_ex23-2.htm |
| EX-10.4 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-4.htm |
| EX-10.3 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-3.htm |
| EX-10.1 - CHINA EMEDIA HOLDINGS Corp | v196267_ex10-1.htm |
Exhibit 10.2
Letter of Intent to Operate
"SmartCNTV Business Community Network” in Shan Dong Province,
PRC
This
Letter of Intent is signed between:
Party A:
CNTVShop.com
Group Ltd. (Authorized exclusive Distributor of Smartcntv Business Community
Network)
Main
Office Address: RICHMOND, BC, CANADA
Legal
Representative: KEN KWAN Positions: Director and Chief Executive
Officer
Party B:
Mr. Zhai,
Xiang Hou
Main
Office Address: Zibo City, Shandong Province, China
In the
principle of equality, mutual benefit, honesty, and common development between
the two parties, through friendly consultation, Party A and Party B agreed to
enter into this Letter of Intent in accordance with the following
terms.
Profile of Party
A:
SmartCNTV
Business Community Network, under the auspice of China eMedia Holdings
Corporation, is an internet marketing platform for multi-industry SMEs to trade
and promote its products and services. It aims to provide
professional, quality, efficient, and convenient services to all its members in
marketing and promotion, market sales, video communication and distribution
networking online.
China
eMedia Holdings Corporation has authorized CNTVShop.com Group Ltd. as its
exclusive General Operator of SmartCNTV Business Community Network.
SmartCNTV
Business Community Network, with its unique innovative marketing and promotional
concepts, attracts effective and efficient strategic alliances over the internet
and on the ground operations to form a formidable Business Community Network so
that members can work together for a more promising future for
all. It works towards the goal of enabling our members to reduce
their costs, and have a shorter and smoother journey to maximization of profit.
It is Smartcntv’s goal to increase the return for both the seller and buyer in
the process of e-trading and to create win-win situation for all.
With
China entering the era of economic reform and following its participation in
WTO, overseas conglomerates, with strong capital base, modern and effective
management concepts are waiting for the opportune time to challenge the huge
China market. China has thousands and thousands of SME that have weak
capital base, no branding edge, are lacked of modern and effective management
concepts need to share in the vision of Smartcntv to form a network of SME to
share information, data base, experience and access to overseas capital base,
technological know-how, and management expertise to prepare themselves for the
challenge in globalization.
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3.
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Regional
Dealership Operating Rights
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3.1
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Operating Rights:
CNTVSHOP.COM
will permit ZHAI to operate Shan Dong SmartCNTV Business Community Network
(“SDSBCN”) as a Regional Dealership of CNTVSHOP in China; ZHAI will be
fully responsible to set up the required local company and to obtain all
necessary permits and licenses from appropriate government authority and
agencies.
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3.2
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Contribution:
CNTVSHOP.COM
will own 51% of SDSBCN for its contribution in technical support and
business portal; ZHAI will own 49% of SDSBCN for its financial
contribution of RMB 490,000. Total value of shares in SDSBCN
will be RMB1 Million.
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3.3
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Both
parties will work together in the best interest of SDSBCN and will utilize
its resources to plan and operate
SDSBCN.
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4.
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Principle
of Co-operation
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4.1
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SDSBCN
is the only co-operation between the two parties in Shan Dong Province,
China
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4.2
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In
the principle of equality, mutual benefit, both parties will support the
operation of SDSBCN in Shan Dong, China. Both parties are
committed to support and assist SDSBCN as
required.
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5.
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Rights
and obligations of Party A
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5.1
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CNTVSHOP.COM
will provide guidance and leadership in policy, strategy and other general
support for all commercial projects related to the Regional
Dealership.
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6.
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Rights
and Obligations of Party B
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6.1
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Zhai
will act as the legal person for SDSBCN and will ensure that all
operations and undertakings of SDSBCN are in compliance with all law and
regulation imposed by all levels of government authority and related
agencies. Governed by the principle of honesty and efficiency, both
parties will ensure early completion of related tasks outlined in this
Letter of Intent.
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8.
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Confidential
Information
|
The
Parties hereby agree to maintain as confidential all information received
directly or indirectly from the other party and undertake not to use or disclose
such information to third parties unless such disclosure is made with consent of
the other party. Information may be disclosed to employees of the
parties upon execution by such employee proper non-disclosure
agreement.
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9.
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Dispute
Resolution
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Any
dispute related to this Letter of Intent, or precipitated from carrying out of
this Letter of Intent, between the two Parties shall be settled through friendly
consultation between the Parties. If the parties fail to settle any
dispute within 30 days from commencement of consultation, the matter shall be
resolved in accordance with International Law.
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10.
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Breach
of Contract
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The
Parties agree to abide by all the terms of this Letter of Intent. Any violation
or breach of any term of this Letter of Intent, the breaching party shall be
liable for all resulting loss, and is responsible for paying all costs of
litigation.
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11.
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Miscellaneous
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11.1
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In
witness thereof, the Parties have through their duly authorised
representatives signed and sealed this Letter of Intent on the day and
year first above written.
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11.2
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Upon
termination of this Letter of Intent, both Parties agree to return all
confidential materials and information received from the other
party.
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11.3
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Each
Clause hereof shall be deemed to be independent and the invalidity of any
Clause which may be unenforceable shall not affect the validity of any
other Clause of this Letter of
Intent.
|
This
Agreement and the rights and obligations of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the People’s Republic
of China PRC
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11.4
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All
the appendices and schedules attached to this Letter of Intent (if any)
are integral parts of this Letter of Intent and are incorporated in this
Letter of Intent by this reference
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11.5
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The
Letter of Intent shall be executed, in triplicate; each party holds an
original copy.
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Party A
(seal):
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/s/ Ken
Kwan
|
Ken Kwan,
Director and Chief Executive Officer
Party B
(seal):
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/s/
Zhai
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Zhai
(signature):
Sign
in Zibo City, Shan Dong Province on January 19, 2010
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