Exhibit 10.4


 


 


JOINT VENTURE AGREEMENT


 


for the Establishment
of


 


INTAC PURUN EDUCATIONAL DEVELOPMENT LTD. BEIJING


 


by and among


 


 


EMIC OF THE MINISTRY OF
EDUCATION P.R.C.


 


 


CHINA
PUTIAN CORPORATION


 


 


And


 


 


INTAC INTERNATIONAL
INC.


 


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JOINT VENTURE AGREEMENT


 


This
is Joint Venture Agreement (the “Agreement”) is made and entered as of September 4, 2003, by
and between  EMIC of the Ministry of Education P.R.C., a government agency organized and existing under the laws of China, PRC, having its principal office No. 37, Damucanghutong, Xicheng District, Beijing
100816 on its behalf and on behalf of its affiliates (“EMIC), China Putian Corporation, a corporation organized and existing under
the laws of China, PRC, having its
principal office at No. 28 Xuanwumen Xidajie, Beijing 100053, China, on its behalf and on behalf of its
affiliates (“PUTIAN”), and
Intac International Inc., organized and existing under the laws of the Hong Kong, SAR, PRC, having its principal office at Unit 3-5, 17/F
Clifford Centre, 778-784 Cheung Sha Wan Road, Kowloon, Hong Kong, on its behalf and on behalf of its
affiliates (hereinafter refer
to as “INTAC”). EMIC, PUTIAN and INTAC, are hereafter referred to collectively as
the “Parties”.


 


RECITALS


 


To facilitate
graduates of Higher Level Education job search and to assist them to secure an
employment, EMIC, PUTIAN and INTAC, adhering to the principle of
equality and mutual benefit, spirit of friendship and cooperation, agreed to
jointly invest to set up a joint venture company “Intac Purun Educational Development Ltd. Beijing” (the “Company”)
for the development of value-added and related services for Career Education
and Placement Information Website for Graduates (the “CareerNet”).  The Agreement there under
worked out.


 


AGREEMENT


 


1.     PURPOSE AND SCOPE OF BUSINESS


 


1.1     The purpose of the Company shall be to facilitate graduates of Higher
Education Institutions in job searching and future career development and to
ensure satisfactory economic benefits for each Party, which all


 


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activities of the Company shall be carried out in accordance with the
law and regulations of People’s Republic of China.


 


1.2     The Company shall
provide Value-added and related services for CareerNet of EMIC


 


1.3     The Scope of
Business shall include the provision of:


1.3.1      Short Messaging Services of CareerNet. The Company shall cooperate with
China Mobile, in order to inform graduates of jobs opening positions through SMS
via China Mobile’ Monternet platform.


1.3.2      Services for
Business Enterprise.  Provides employers
an access to profiles to graduates for recruitment purpose.


1.3.3      Publication.  Publication of CareerNet User’s Manual and
Career Advisory Guide to facilitate graduates’ job search and future career
development


1.3.4      Related Services
and Products of CareerNet. Such as “One-stop Advising Services for Graduates”,
which provide assistance to graduates in career choice to achieve their
ultimate career goal.


 


2.     ESTABLISHMENT OF JOINT VENTURE COMPANY


 


2.1     The name of the Company is Intac Purun Educational Development Ltd.
Beijing in English and 北京英泰普润教育技术发展有限公司
in Chinese.


 


2.2     The legal address of the Company shall be 401 Room, Building C, No 28, Xinwai Street,
Xicheng District, Beijing.


 


2.3     The Company shall be a limited liability company under the laws of the PRC.


 


3.     TOTAL AMOUNT OF INVESTMENT AND CAPITAL


 


3.1     The Parties agree to jointly invest
to set up a joint venture company in business of project set forth in chapter 1.


 


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3.2     The total amount of investment of the joint
venture company will be 25 Million Renminbi (RMB 25,000,000)


 


3.3     Contributions of
Investment


3.3.1      EMIC will contribute to the total investment of the
Company 2.5 Million Renminbi (RMB 2,500,000) in form of CareerNet proprietary software in the
value of 2.5 Million Renminbi, which
accounts for 10% of the total investment of the Company.


3.3.2      PUTIAN will contribute to the total investment of the
Company 3.75 Million Renminbi (RMB 3,750,000) in cash, which accounts for 15% of the total investment of the Company.


3.3.3      INTAC will contribute to the total investment of the
Company 11.25 Million Renminbi (RMB 11,250,000) in cash, which accounts for 45% of the total investment of the Company. The overseas strategic investment partners of Intac
will contribute to the total investment of the Company 7.5 Million Renminbi (
RMB 7,500,000 ) in cash, which accounts for 30% of the total investment of the
Company. Thus, Intac and its overseas strategic investment partners will
contribute to the total investment of the Company 18.75 Million Renminbi (RMB 18,750,000)
in cash, which accounts for 75% of the total investment of the Company.


3.3.4      Intac and its overseas
strategic investment partners will contribute to the total investment of the
Company 18.75 Million Renminbi ( RMB18,750,000 ) in cash.


 


3.4     The Parties hereto shall respectively make all of their contributions to
the investment of the Company following the issuance of the verification
report by appointed accountant.


 


4.     RESPONSIBILITIES OF EACH PARTY


 


4.1     Responsibilities
of EMIC


4.1.1      Granting
authorization to the company to access the database and related information of
the CareerNet.


 


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4.1.2      Cooperating with
PUTIAN and INTAC for development of value-added and related services for the
CareerNet and shall not cooperate with any other party on the business
activities set forth in this Agreement.


4.1.3      Offering the
Company to publicize its service on the CareerNet .


4.1.4      Shall obtain the
support from the administrative bodies and government policies.


4.1.5      Gathering all
data and information of graduates across the nation and develop a centralize graduates’
information database.


4.1.6      Associating with
any related departments to resolve any problem on recruitment over Internet
that may arise out.


 


4.2     Responsibilities
of PUTIAN


4.2.1      Contributing its
capital at the times and in the amounts required pursuant to Chapter 3.3


4.2.2      Coordinating the
cooperation between the Company and network carriers.


4.2.3      Taking advantages of its reputable brand name
to provide related support to the Company


 


4.3     Responsibilities
of INTAC


4.3.1      Contributing its
capital at the times and in the amounts required pursuant to Chapter 3.3


4.3.2      Taking its
financial advantages as a listed company to obtain further funding from
overseas.


4.3.3      Managing the administration and finance of
the Company.


 


5.     PROFIT DISTRIBUTION


 


After the Company pays all taxes, fees and statutory duties as required
by applicable law and regulations of PRC, the profits shall be distributed among the party.


 


The Company shall pay 1 Million Renminbi (RMB
1,000,000) to EMIC as a Management Fee per year.  The Management Fee shall be paid in two


 


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installments and shall be settled semi annually with each
installment of 500 thousand Renminbi (RMB 500,000). EMIC will not share any
profit of the Company.


 


The share of the profit between PUTIAN and
INTAC is based on the contribution percentage of the total investment of the Company.


 


The profit distribution plan of the Company
will be approved by the Board of Directors.


 


 


6.     BUSINESS
MANAGEMENT


 


6.1     The Company shall
establish a Board of Directors, which will be the highest authority of the Company.  The board will decide all major issues
concerning the Company:


 


6.1.1      Approval of
addition any changes of the scope of business of the Company and long term
business plan.


6.1.2      Evaluation on
annual budget and formulation of annual operating plan.


6.1.3      Appointment,
suspension and dismissal of senior management.


6.1.4      Execution of all
matters that are important to the Company.


6.1.5      Obtain operation
report regularity submit by President.


6.1.6      Approval on
amendment to this Agreement.


6.1.7      Make final
decision on any issues submitted by President.


6.1.8      Determination on
compensation to directors and e officers..


 


6.2     The Board will be
composed of seven (7) directors, of whom two (2) will be appointed by EMIC, one
(1) will be appointed by PUTIAN and four (4) will be appointed by INTAC. The
Chairman of the Board and all financial executives will be appointed by INTAC
and the Vice-Chairman of the Board will be appointed by EMIC.  The Board of Director will appoint the
President and Vice President of the Company for a term of three years.  The Management Team will be appointed by the
Board.


 


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7.     BREACH OF
CONTRACT


 


7.1     If a party fail fully to perform, or suspends its performance of, any of
its obligations under this Agreement, the breaching
party shall indemnify the Company of 2% of its total contribution on the Company;
the non-breaching party shall has to right to terminate this Agreement and
shall request for indemnification in respect of any loss incurred as a result of such a breach.


 


In the event any Party is unable to fulfill its obligation under this Agreement as a result of Force Majeure, the Party claiming Force Majeure shall promptly inform the other two
Parties in writing within15 days of such occurrence. Such notification shall
state the nature of the event, the
anticipated duration and any action taken by the affected party to mitigate the effect. 
In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all
reasonable endeavors to minimize
the consequences of such Force Majeure.


 


7.2     All disputes due to the fulfillment of the
contract or related to the contract
shall be settled through friendly negotiations
of the parties. In case the dispute cannot be resolved through negotiation, it
shall be submitted to an arbitrary organization in Beijing, China agreed
by all
parties for arbitration.  The arbitrary award is final and binding upon both parties.


 


7.3     All details related to the establishment of
the Company and operation and management plan and structure shall state and
bind in the Supplement confirmed and sealed by all Parties.


 


8.     EFFECTIVENESS OF CONTRACT AND MISCELLANEOUS


 


8.1     This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter
hereof and supersedes all 


 


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Documents and correspondence entered into prior to this Agreement with respect to the subject matter hereof.


 


8.2     This Agreement
shall be effective as of the date from signature and seal of partners.


 


8.3     There are six (6)
copies of this Agreement.  Each party
shall retain two (2) copies whereas each copy shall have the same legal binding
subsequent to the endorsement of the Agreement.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date first above written.


 


 


	
  EMIC
  of the Ministry of Education P.R.C.

  
	
   

  
	
  /s/ Xian Li
  Tin

  	
   

  
	
  Xian Li Tin

  
	
  Head of
  Information Center of Ministry of Education, PRC

  
	
  September 4,
  2003

  
	
   

  
	
  China
  Putian Corporation

  
	
   

  
	
  /s/ James
  Wang

  	
   

  
	
  James Wang

  
	
  Head of
  International Trade Division of Putian Corporation

  
	
  September 4,
  2003

  
	
   

  
	
  Intac International
  Inc,

  
	
   

  
	
  /s/ Wei Zhou

  	
   

  
	
  Wei Zhou

  
	
  President
  and Chief Executive Officer

  
	
  September 4,
  2003

  



 


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