exv10w5



 




Exhibit 10.5





DATED THIS 29th DAY OF March 2004




BY AND AMONG




CHINACAST TECHNOLOGY (SHANGHAI) LIMITED




CHINACAST TECHNOLOGY (BVI) LIMITED




THE CCLX SHAREHOLDERS




AND




CHINACAST LI XIANG CO LTD




 






REVENUE AND COST ALLOCATION



AGREEMENT




 







 









 









TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	HEADING	 	PAGE	 
	 	 	 
	 	 	 	 
	1.	 	INTERPRETATION AND EFFECTIVE DATE
	 	 	1	 
	 	 	 
	2.	 	REVENUE ALLOCATION
	 	 	1	 
	 	 	 
	3.	 	COST ALLOCATION
	 	 	2	 
	 	 	 
	4.	 	SAVINGS
	 	 	2	 
	 	 	 
	5.	 	COUNTERPARTS
	 	 	2	 
	 	 	 
	5.	 	GOVERNING LAW
	 	 	2	 







 









 

\







THIS AGREEMENT is made on 29 March 2004.





BETWEEN:





	(1)	 	CHINACAST TECHNOLOGY (SHANGHAI) LIMITED, a wholly foreign-owned limited liability enterprise
organised and existing under the laws of the PRC (“CCT Shanghai”);
	 
	(2)	 	CHINACAST TECHNOLOGY (BVI) LIMITED, a company incorporated under the laws of the British
Virgin Islands (“CCT”)
	 
	(3)	 	CHINACAST LI XIANG CO LTD, a limited liability company organized and
existing under the laws of the PRC (“CCLX”);
	 
	(4)	 	CHINACAST CO., LTD, a limited liability company organized and existing under the laws of the
PRC (“CCL”); and
	 
	(5)	 	LI WEI, an individual and citizen of the PRC (“LW”).





WHEREAS:





	(A)	 	CCT Shanghai, CCLX, CCL and LW have entered into a technical services agreement dated 11
August 2003, and as amended by a supplemental agreement dated 29 March 2004 (the
“Technical Services Agreement”), pursuant to which CCT Shanghai has agreed to provide
CCLX with Services.
	 
	(B)	 	To formally document the understanding of the parties with respect to the allocation of
certain revenue and cost, the parties have agreed to enter into this Agreement with effect
from 1 October 2003 and in consideration of the mutual covenants and obligations herein
contained (the sufficiency of which is hereby acknowledged).





NOW IT IS HEREBY AGREED as follows:





	1.	 	INTERPRETATION AND EFFECTIVE DATE
	 
	1.1	 	Terms defined and expressions in respect of which a construction is given in the Technical
Services Agreement shall bear the same meaning or, as the case may be, construction when used
herein unless otherwise defined or given a construction herein except where the context
otherwise requires.
	 
	1.2	 	The parties hereby agree that this agreement shall take effect on and from 1 October 2003.
	 
	2.	 	REVENUE ALLOCATION




 









 






	 	 	CCT or CCT Shanghai may from time to time engage CCLX to provide services (including but
not limited to the provision of the satellite network equipment of CCLX) for its
customers (the “Engagement”). In the event that CCLX is engaged to provide services to a
customer of CCT or CCT Shanghai, CCT or CCT Shanghai, as the case may be, shall pay to
CCLX, up to 10% of the fees received by that customer or such other amount as determined
by CCT or CCT Shanghai, as the case may be, in its absolute discretion, in connection
with the Engagement.
	 
	3.	 	COST ALLOCATION
	 
	3.1	 	Subject to Clause 3.2, all the expenses incurred by CCLX in relation to its customer service,
IT support, network operation and finance functions, which are primarily staff costs and
administrative expenses, shall be allocated for the account of CCT or CCT Shanghai. The amount
to be reimbursed shall be determined by CCT or CCT Shanghai, as the case may be, in its
absolute discretion.
	 
	3.2	 	CCT or CCT Shanghai may vary the type of expenses it will reimburse CCLX for pursuant to
Clause 3.1.
	 
	3.3	 	Save for expenses to be reimbursed by CCT or CCT Shanghai in Clause 3.1 (the “Expense
reimbursement”), any other expenses incurred by CCLX that are relevant to servicing CCT and
CCT Shanghai (the “CCT Group”) and the direct customers of the CCT Group (including fees paid
to lease transponder bandwidth) shall be apportioned between the CCT Group on the one hand and
CCLX on the other hand, in accordance with the service revenue received by each of the CCT
Group and CCLX for the financial year ending 31 December. CCT Shanghai or CCT shall in its
absolute discretion determine conclusively the amount to be allocated at the end of each
financial year.
	 
	4.	 	SAVINGS
	 
	 	 	Save and except for the variations and amendments contemplated by this Agreement, the
Technical Services Agreement shall continue in full force and effect in all other
respects. Nothing in this Agreement shall vary any liability or obligation of any party
under the Technical Services Agreement other than to the extent specified herein. All
rights and benefits previously enjoyed by any party under the Technical Services Agreement
shall remain unaffected and undiminished except to the extent specified herein. In the
event of any conflict or inconsistency between the terms of this Agreement and the
Technical Services Agreement, the provisions of this Agreement shall prevail.
	 
	5.	 	COUNTERPARTS
	 
	 	 	This Agreement may be signed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. Either party may enter into this Agreement by
signing any such counterpart and each counterpart may be signed and executed by the parties
and transmitted by facsimile transmission and shall be as valid and effectual as if
executed as an original.
	 
	5.	 	GOVERNING LAW




 









 






	 	 	The construction, validity and performance of this Agreement shall be governed in all respects by
the laws of the PRC.






 









 







IN
WITNESS WHEREOF this Agreement has been duly executed by the parties
hereto.




	 	 	 	 	 	 	 
	CHINACAST TECHNOLOGY (SHANGHAI) LIMITED
	 	 	 	 	 	
	 
	 	 	 	 	 
	The Seal of

	 	 	)	 	 
	CHINACAST TECHNOLOGY

	 	 	)	 	 
	(SHANGHAI) LIMITED

	 	 	)	 	 
	was hereunto affixed in the

	 	 	)	 	 
	presence of:

	 	 	)	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 






 Authorised Representative




	 	 	 	 	 	 	 
	CHINACAST TECHNOLOGY (BVI) LIMITED
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Seal of

	 	 	)	 	 	 
	CHINACAST TECHNOLOGY

	 	 	)	 	 	 
	(BVI) LIMITED

	 	 	)	 	 	 
	was hereunto affixed in the

	 	 	)	 	 	 
	presence of:

	 	 	)	 	 	 






	 	 	 	 	 
	 

	 	For and on behalf of	 	 
	 

	 	CHINACAST TECHNOLOGY (BVI) LIMITED	 	 
	 

	 	
 

Authorized Signature(s)
	 	 






                                                               
                
                 
            Authorised Representative




	 	 	 	 	 	 	 
	CHINACAST LI XIANG CO. LTD
	 	 	 	 	 	
	 
	 	 	 	 	 
	The Seal of

	 	 	)	 	 
	CHINACAST LI XIANG CO. LTD

	 	 	)	 	 
	was hereunto affixed in the

	 	 	)	 	 
	presence of:

	 	 	)	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	 	 






/s/ LIWEI
              
                        
                        
                             Authorised Representative




 









 





	 	 	 	 	 	 	 
	CHINACAST CO., LTD
	 	 	 	 	 	
	 
	 		 	 	 
	The Common Seal of

	 	 	)	 	 	 
	CHINACAST CO., LTD

	 	 	)	 	 	 
	was hereunto affixed in the

	 	 	)	 	 
	presence of:

	 	 	)	 	 	 






	 	 	 	 	 	 	 
	/s/ LIWEI
	 	Director
	 	 	 	 	 	 	 
	LIWEI

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	signed in the presence of:

	 	 	)