계약서
Contract to Convey and Be Conveyed the Stocks
(Inc.)ABC(111-11, ABC-dong, GangNam-gu, Seoul, hereinafter “A”) and ABC(111-dong 1111-ho, ABC Apt., ABC-dong, ABC city, KyungKi province, hereinafter “B”) agreed to convey and be conveyed the Stocks of the bottom corporation, accordingly, for proof of Conditions of Conveyance and Being Assigned to agree mutually, Contract hereby shall conclude.
Stocks to Convey and Be Conveyed:
total 1-- shares as Common Registered Stock of Gear CGI KOREA(5,000 won at par value)
Article 1. Purpose and Term Definition
The purpose of This contract shall control rationally about Law Concern occurred between both Parties when convey the Stocks of “A” to “B”. Both Parties shall fulfill contract hereby with faith and sincerity and cooperate positively mutually about all matters related to fulfillment of this contract.
“Project” herein shall mean the bottom programs of animation developing in conjunction both the spot Agency and Pre Production, having the purpose that ABC USA as American Daughter Firm of the subject corporation televise in American Broadcastion Network.
1) ABC Project
2) ABC Project
3) All Simular Project forward
Article 2. Conveyance of Stocks
1. To convey and be conveyed Stocks hereof contract, this contract conclude, and renewing name of owner to convey and be conveyed stocks in a stockholders' list of ABC KOREA(Inc.), shall be completed.
2. After “A” conclude contract hereof, “A” shall notify the fact to convey and conveyed stocks to ABC KOREA. And “A” shall demand to renew so that “B” as owner shall be listed in a stockholders’ list of ABC KOREA(Inc.).
3. Since “B” do this contract’s conclusion, under all responsibilities of “B” the dealings methods of Accrued Payroll from and on June 2001 by and on Sept. 2001 shall be settled agreeing with the personnel individuals.
Article 3. Conveyance Price
1. Conveyance Price
Conveyance Price of Stocks herein shall be total 1-- won.
2. Payment Time and Method of Conveyance Amount
Both Parties in principle shall agree that aforesaid Payment Time of Conveyance Amount shall be settled into the Point in Time of Normalization of Corporation’s Management.
1) In case to pay Production Amount after concluding the Contract for Program Main Production with ABC KOREA, ABC USA shall agree Supplies of Programs produced to USA and Etc. Foreign Countries Broadcasting Network et al..
2) ABC KOREA Receipts of Dividends Amount et al. par Equity Earnings of ABC USA Projects(televising money, licensing, merchandizing et al.).
3) Income Money that ABC KOREA acquired already through domestic planning and acceptance an order for production et al..
4) The Investments Amounts, provided, “B” attract investments after disposing Stocks(old stocks) of ABC KOREA conveyed from “A” hereby contract to the third person.
Normalization Judgments of The Corporation’s Management shall be settled into the point of time converting into The Black of Income Before Tax.
In case aforesaid 1), 2), 3), notwithstanding Income Before Tax is converted into The Black, considering it’s scale and statement of capital and fund for business management, accordingly Installment Payment Planning agreeing therein partly, “B” shall pay The Amount. In case 4), as soon as “B” as the principal is transmitted Disposal Amount of Old Stocks, “B” shall early repay it to “A” into Stocks Amount, then “A” shall regard The Amount payed as providing into Loan Amount again to ABC KOREA.
Article 4. Notification Duty
Provided, in case of disposal of Stocks conveyed from “A”, “B” shall notify and agree with “A” before such matters.
Article 5. Support and Audit. for Business Management
1. Business Management
By “B” will pay full the Stocks Amounts, “A” shall support without cost Common Management Works of fund, accounting and contract about The Subject Corporation.
Related to Business Management Works, both parties shall meet periodically one time par a month, agree the present condition of the works, come to an agreement Payment Schedule et al. in case of capability of the amounts payment.
2. Audit
While “A” dispose Business Management Works, in case unfair management deeds by “B” are discovered, “A” is entitled to demand the correction, then “B” shall be admitted the same demands without any objections. Related to Audit of Business Management Works, “A” is entitled to demand it to “B” that A’s position personnel will be assigned as legal auditor of the subject corporation if necessary, then “B” shall receive such methods by “A”.
Article 6. Duty Default
“B” shall do elementally B’s best efforts so that the Corporation’s Normalization early can be realized as conveyed of Rights of Business Management and Stocks of ABC Co. into conditions aforesaid herein. Provided, in case “B” default intensively contract duty hereby, “B” shall undertake All legal Responsibilities of Malpractice et al. Civil and Criminal.
Article 7. Law of Standard Referred to & Competent Judgment
All Troubles, Fulfillments and Constructions of This Contract, by Law of Republic of Korea, is governed as Control of Exclusive Belongingness of Head Court of Seoul District Court.
Article 8. Occurrence of Effect of This Contract
This Contract shall be effected from and on the day signed by the parties or the procurators, the both parties of this contract shall keep the script each a the document contract as the evidence of the contract herein.
Signature Day : Oct. 10, 2001
The Parties Concerned of This Contract
A: 111-11, ABC-dong, ABC-gu, Seoul special city
(Inc.) ABC
Representative Director ABC
Seal
B: ABC
Seal