exv10w7w3






Exhibit 10.7.3


Execution
Copy


Dated 15 day of November 2005




(1) REDGATE MEDIA (BEIJING) LTD. CO




(2) JIN YUE



and



(3) CHEN FUJUN



****************************************




EQUITY INTEREST PLEDGE CONTRACT



****************************************



 









 




THIS EQUITY INTEREST PLEDGE CONTRACT (this “Contract”) is made on this 15 day of
November 2005




BETWEEN:





	(1)	 	Redgate Media (Beijing) Ltd. Co., a wholly foreign owned enterprise organized and existing
under the laws of the People’s Republic of China (“China” or the “PRC”), with
its legal address at B 1807, Jianwai SOHO, 39 East 3rd-Ring Road, Chaoyang
District, 100022, Beijing, China (“Party A”);
	 
	(2)	 	Jin Yue, a citizen of the PRC whose PRC identity card number is 110102196705030412, and whose
residential address is 3-1-1104, 15A Wanshou Road, Haidian District, 100036, Beijing, PRC
(“Party B”); and
	 
	(3)	 	Chen Fujun, a citizen of the PRC whose PRC identity card number is 110102192712050448, and
whose residential address is 3-1-1104, 15A Wanshou Road, Haidian District, 100036, Beijing,
PRC (“Party C”).




Each of Party A, Party B and Party C is referred to hereinafter as a “Party” and
collectively the “Parties.” Each of Party B and Party C is also referred to hereinafter as
a “Pledgor” and collectively as the “Pledgors.”




WHEREAS:





	(A)	 	The parent company of Party A (“ParentCo”), Party B and Party C entered into a loan
contract dated as of the date hereof (the “Loan Contract”), pursuant to which ParentCo
has agreed to lend to Party B an interest free loan in an aggregate principal amount of
RMB10,200,000 (“Party B Loan”) and to Party C an interest free loan in an aggregate
principal amount of RMB6,800,000 (“Party C Loan” and together with Party B Loan, the
“Loan”) to facilitate the acquisition of the entire equity interest
in 
(the “Company”) by Party B and Party C.
	 
	(B)	 	Upon the acquisition of the entire equity interest in the Company, Party B will own 60% of
the total equity interest in the Company (“Party B’s Interest”) and Party C will own
the remaining 40% equity interest in the Company (“Party C’s Interest”, together with
Party B’s Interest, collectively, the “Pledged Equity Interests”).
	 
	(C)	 	Simultaneously with the execution of this Contract, ParentCo, Party B, Party C and the
Company will execute an option deed with regard to the grant to ParentCo of various options by
Party B, Party C and the Company to purchase, inter alia, the Pledged Equity Interests (the
“Option Deed”).
	 
	(D)	 	In order to secure the performance by the Pledgors of their respective obligations under the
Loan Contract and the Option Deed (the “Primary Obligations”), each of the Pledgors
wishes to pledge all the Pledged Equity Interest owned by him to Party A and Party A wishes to
accept the pledge of the Pledged Equity Interest by the Pledgors.




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AGREEMENT:





	1.	 	DEFINITIONS AND INTERPRETATIONS
	 
	1.1	 	In this Contract, unless the context otherwise requires, the following words and expressions
shall have the following meanings :-





	 	 	 	 	 
	 

	 	“Encumbrance”
	 	means (i) any mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment, deed of trust,
title retention, security interest or other encumbrance of
any kind securing, or conferring any priority of payment in
respect of, any obligation of any person, including without
limitation any right granted by a transaction which, in
legal terms, is not the granting of security but which has
an economic or financial effect similar to the granting of
security under applicable law, (ii) any lease, sub-lease,
occupancy agreement, easement or covenant granting a right
of use or occupancy to any person, (iii) any proxy, power of
attorney, voting trust agreement, interest, option, right of
first offer, negotiation or refusal or transfer restriction
in favor of any person and (iv) any adverse claim as to
title, possession or use;
	 
	 	 	 	 
	 

	 	“Person”
	 	An individual, corporation, joint venture, partnership,
enterprise, trust or unincorporated association; and
	 
	 	 	 	 
	 

	 	“RMB”
	 	Renminbi, the lawful currency of the PRC from time to time.







	1.2	 	For the purposes of interpretation of the provisions herein:-






	 	1.2.1	 	Words importing the singular shall include the plural and vice versa.
	 
	 	1.2.2	 	Where any provision contains the expression “and/or” then this shall mean that
the relevant provision may apply to either or both of the parties or matters that such
expression shall connect.
	 
	 	1.2.3	 	The headings used herein are inserted for convenience only and shall not be
used to interpret, construe or otherwise affect the meaning of the provisions of this
Contract.
	 
	 	1.2.4	 	The Appendices attached hereto shall constitute an integral part of this
Contract and shall have the same legal effect as this Contract.
	 
	 	1.2.5	 	A reference to a day herein means a calendar day.




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	2.	 	SECURITY INTERESTS
	 
	2.1	 	As collateral security for the prompt and full performance of the Primary Obligations, the
Pledgors hereby grant to Party A a continuing security interest of first priority and subject
to no other Encumbrance in the Pledged Equity Interests.
	 
	2.2	 	The Pledgors shall, and shall procure that the Company shall, record the grant of the
security interest in the Pledged Equity Interests under this Contract in the register of
members of the Company.
	 
	2.3	 	Prior to the occurrence of any of the events referred to in Clause 5, the Pledgors shall have
the right to exercise the voting rights and rights to dividend distribution attaching to the
Pledged Equity Interests.
	 
	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	3.1	 	Each of the Pledgors hereby represents and warrants to Party A on the date hereof that:-






	 	3.1.1	 	he has the power to execute and deliver this Contract and to perform his
obligations hereunder. Once executed, this Contract shall constitute his legal, valid
and binding obligations enforceable against him in accordance with its terms;
	 
	 	3.1.2	 	to its/his best knowledge, neither the execution and delivery of this Contract
nor the performance of hisobligations under this Contract will: (i) result in a
violation of any applicable laws of the PRC; (ii) result in the breach of, or
constitute a default under, any contract or instrument to which he is a party or by
which he may be bound; (iii) result in any violation of any conditions imposed with
respect to the grant and/or continued validity of any license or approval issued to
him; or (iv) result in suspension or withdrawal of, or imposition of conditions with
respect to, any license or approval issued to him;
	 
	 	3.1.3	 	upon his acquisition of the Company, he shall be the sole legal and beneficial
owner of and have good and marketable title to the Pledged Equity Interest owned by
him, free and clear of any Encumbrance; and
	 
	 	3.1.4	 	no civil or criminal claims, actions, suits, investigation, litigation,
arbitration or administrative proceeding is currently taking place or pending or may
take place with respect to his Pledged Equity Interest.






	3.2	 	Each of the Pledgors hereby further represents and warrants to Party A on the date hereof
that:




3









 












	 	3.2.1	 	the registered capital of the Company is RMB1,000,000 and has been fully paid
in and not repaid in any form;
	 
	 	3.2.2	 	the Pledgors are the lawful record and beneficial owners of their respective
Pledged Equity Interests;
	 
	 	3.2.3	 	no order has been made and no resolution has been passed for the winding up of
the Company or for a provisional liquidator to be appointed in respect of the Company
and no petition has been presented and no meeting has been convened for the purpose of
winding up the Company. No receiver has been appointed in respect of the Company or
all or any of its assets. No distress, execution or other process has been levied on
any of the assets of the Company, and the Company is neither insolvent nor unable to
pay its debts as they fall due; and
	 
	 	3.2.4	 	the Company has not established, and does not own any equity interest in, any
Person.






	3.3	 	The representations and warranties set out in this Clause 3 shall be deemed to be repeated
until the date of termination of this Contract.
	 
	4.	 	COVENANTS AND OBLIGATIONS
	 
	4.1	 	Each of the Pledgors covenants to Party A that he shall:






	 	4.1.1	 	not sell, assign, mortgage, or otherwise dispose of, or create or permit to be
created any other Encumbrance over, the legal or beneficial interest in any part of his
Pledged Equity Interest without the prior written consent of Party A, except for the
pledge of his Pledged Equity Interest pursuant to the terms hereof;
	 
	 	4.1.2	 	execute all documents, perform all acts and prosecute or defend all claims as
may be necessary or advisable to maintain his title to his Pledged Equity Interest; and
	 
	 	4.1.3	 	comply strictly with the provisions of this Contract, the Loan Contract and
the Option Deed and perform the obligations hereunder and thereunder and not do or omit
to do any acts to affect the validity and enforceability hereof and thereof.




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	5.	 	EXECUTION OF THE POWER OF ATTORNEY FOR TRANSFER
	 
	 	 	At the time of the execution of this Contract, each of the Pledgors shall provide to Party A
a signed undated irrevocable power of attorney for transfer with respect to equity interest
in the form attached as Appendix 1.
	 
	6.	 	DISPOSAL OF THE PLEDGED EQUITY INTEREST
	 
	6.1	 	Upon the occurrence of any one or more of the following events, Party A is entitled to
exercise its right to the Pledged Equity Interests in accordance with the provisions of the
law and this Contract:






	 	6.1.1	 	any Pledgors violates any provisions of the Loan Contract or the Option Deed;
	 
	 	6.1.2	 	any Pledgors violates any provision of this Contract, including, without
limitation, the representations and warranties made under Clause 3 and the covenants
made under Clause 4 hereof;
	 
	 	6.1.3	 	the Company ceases its operation or is dissolved or is ordered to cease its
operation or to be dissolved or goes into bankruptcy;
	 
	 	6.1.4	 	any of the Pledgors and the Company is involved in any disputes, litigation,
arbitration, administrative proceedings or any other legal proceedings which, in the
opinion of Party A, adversely affect the ability of any of the Pledgors and the Company
to perform its/his obligations under the Loan Contract, the Option Deed or this
Contract; or
	 
	 	6.1.5	 	any other circumstances under which the rights granted hereunder may be
exercised pursuant to applicable laws and regulations.






	6.2	 	Upon the occurrence of any one or more of the events set out in Clause 6.1, Party A, subject
to the compliance of the relevant laws and regulations, shall have the option to exercise its
right to the Pledged Equity Interests in any one or more of the manners below:






	 	6.2.1	 	to purchase any of the Pledged Equity Interests;
	 
	 	6.2.2	 	to sell any of the Pledged Equity Interests by an auction or a private sale;
or
	 
	 	6.2.3	 	to dispose of any of the Pledged Equity Interests in any other manner as
permitted under the applicable laws and regulations.




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	6.3	 	Party A shall use the proceeds obtained from the disposal of the Pledged Equity Interests
under this Contract in accordance with Clause 6.2 in the following order:






	 	6.3.1	 	to pay all taxes necessary for the disposal of such Pledged Equity Interests;
	 
	 	6.3.2	 	to repay the Loan and any interest thereon and any other amount payable to
Party A under the Loan Contract and/or the Option Deed; and
	 
	 	6.3.3	 	to refund the balance to the Pledgors after payment of the amounts set forth
in Clauses 6.3.1 and 6.3.2 above.






	6.4	 	If anyone or more of the events set out in Clause 6.1 should occur, Party A’s recourse shall
be limited to taking the actions set forth in this Clause 6. If the amount of the proceeds
obtained pursuant to Clause 6.2 is lower than the amounts referred to in Clauses 6.3.1 and
6.3.2, the difference shall not be made up by the Pledgors.
	 
	6.5	 	Upon the disposal of the Pledged Equity Interests by Party A, the Pledgors, as Party A may
request, shall provide Party A or its agent with the relevant documents, attend to and assist
Party A to attend to all examination and approval and/or registration procedures with the
competent government authorities in respect of the disposal of the Pledged Equity Interests.
	 
	7.	 	TERMINATION
	 
	7.1	 	This Contract shall become effective on the date of recording the grant of the security
interest in the Pledged Equity Interests under this Contract in the register of members of the
Company and remain effective until the earlier of the discharge in full of (i) the Primary
Obligations, or (ii) the obligations of the Parties under this Contract.
	 
	7.2	 	Upon the discharge in full of the Primary Obligations, the pledges created hereunder shall be
terminated and the Pledgors shall revise the register of members of the Company accordingly
and carry out all other procedures for the release of the security interest over the Pledged
Equity Interests.
	 
	8.	 	GOVERNING LAW AND DISPUTE RESOLUTION
	 
	8.1	 	Governing Law
	 
	 	 	The execution, validity, interpretation and performance of and resolution of disputes under
this Contract shall be governed by the officially published and publicly available laws of
the PRC. When the officially published and publicly available laws of the PRC do not cover
a certain matter, international legal principles and practices shall apply.




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	8.2	 	Dispute Resolution






	 	8.2.1	 	Any dispute, controversy or claim arising out of or relating to this Contract,
or the performance, interpretation, breach, termination or validity hereof, shall be
resolved first through friendly consultation. Such consultation shall begin
immediately after one Party has delivered to the other Party a written request for such
consultation stating specifically the nature of the dispute, controversy or claim. If
within 30 days following the date on which such notice is given the dispute cannot be
resolved, the dispute shall be submitted to arbitration upon the request of any Party
with notice to the other Party.
	 
	 	8.2.2	 	The arbitration shall be conducted in Singapore under the auspices of
Singapore International Arbitration Centre (the “Centre”). There shall be
three arbitrators. The claimant(s) (jointly, if there is more than one claimant) and
the respondent(s) (jointly, if there is more than one respondent) in the dispute shall
each select one arbitrator within 30 days after giving or receiving the demand for
arbitration, provided, that, if Party A is a party to the dispute, Party A shall
appoint one arbitrator, and the Pledgors shall appoint the other arbitrator. Such
arbitrators shall be freely selected, and the Parties shall not be limited in their
selection to any prescribed list. If the claimant(s) or the respondent(s) do appoint
an arbitrator within 30 days after giving or receiving the demand for arbitration, the
relevant appointment shall be made by the Chairman of the Centre. The third arbitrator
shall be selected by the Chairman of the Centre.
	 
	 	8.2.3	 	The arbitration proceedings shall be conducted in Chinese and English. The
arbitration tribunal shall apply the Rules of Conciliation and Arbitration of the
International Chamber of Commerce in effect at the time of the arbitration. However,
if such rules are in conflict with the provisions of this Clause, the provisions of
this Clause shall prevail. Each Party shall cooperate with the other Party in making
full disclosure of and providing all information and documents requested by the other
Party in connection with such proceedings, subject only to any confidentiality
obligations binding on such Party. The award of the arbitration tribunal shall be
final and binding upon the disputing Parties, and the winning Party may, at the cost
and expense of the losing Party, apply to any court of competent jurisdiction for
enforcement of such award.
	 
	 	8.2.4	 	In order to preserve its/his rights and remedies, any Party shall be entitled
to seek preservation of property in accordance with law from any court of competent
jurisdiction or from the arbitration tribunal pending the final decision or award of
the arbitration tribunal. During the period when a dispute is being 




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	 	 	 	resolved, except
for the matter being disputed, the Parties shall in all other respects continue their
implementation of this Contract.
	 
	 	8.2.5	 	Each Party irrevocably consents to the service of process, notices or other
papers in connection with or in any way arising from the arbitration or the enforcement
of any judgment or arbitral award, by use of any of the methods and to the addresses
set forth in Clause 9 hereof for the giving of notices. Nothing contained herein shall
affect the right of any Party to serve such processes, notices or other papers in any
other manner permitted by applicable law.






	9.	 	NOTICES
	 
	 	 	Notices or other communications required to be given by any Party pursuant to this Contract
shall be written in Chinese or English and delivered in person or sent in letter form or by
facsimile to the address of the other Party set forth below or to such other address as may
from time to time be designated by the other Party through notification to such Party. The
dates on which notices shall be deemed to have been effectively given shall be determined as
follows: (a) notices given by personal delivery shall be deemed effectively given on the
date of delivery; (b) notices given in letter form shall be deemed effectively given on the
tenth day after the date mailed (as indicated by the postmark) by registered airmail,
postage prepaid, or the fourth day after delivery to an internationally recognized courier
service; and (c) notices given by facsimile shall be deemed effectively given at the time of
receipt as indicated on the transmission confirmation slip of the document in question.





	 	 	 	 	 
	 

	 	Party A
	 	: Redgate Media (Beijing) Ltd.
	 

	 	Address
	 	: B 1807, Jianwai SOHO, 39 East 3rd-Ring Road, Chaoyang

  Districk, Beijing, China
	 

	 	Telephone
	 	: (8610) 5869-2980
	 

	 	Facsimile
	 	: (8610) 5869-2960
	 

	 	Attention
	 	: Julia Zhu
	 
	 	 	 	 
	 

	 	Party B
	 	: Jin Yue
	 

	 	Address
	 	: 3-1-1104, 15A Wanshou Road, Haidian District,

  Beijing, China
	 

	 	Zip Code
	 	: 100036
	 

	 	Telephone
	 	: (8610) 6823-8712
	 

	 	Facsimile
	 	: (8610) 6823-2772
	 
	 	 	 	 
	 

	 	Party C
	 	: Chen Fujun
	 

	 	Address
	 	: 3-1-1104, 15A Wanshou Road, Haidian District,

  Beijing, China
	 

	 	Zip Code
	 	: 100036
	 

	 	Telephone
	 	: (8610) 6823-8712
	 

	 	Facsimile
	 	: (8610) 6823-2772






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	10.	 	MISCELLANEOUS
	 
	10.1	 	Change of Law
	 
	 	 	If, after the date this Contract is signed, any central or local government organ of the PRC
makes any change in any provision of any PRC national or local law, regulation, decree or
provision, including amendment, supplement or repeal of an existing law, regulation, decree
or provision, or introduces a different interpretation or method of implementation of an
existing law, regulation, decree or provision (each, a “Change”), or promulgates a
new law, regulation, decree or provision (each, a “New Provision”), the following
shall apply:






	 	10.1.1	 	If a Change or a New Provision is more favorable to either of the Parties than the
relevant laws, regulations, decrees or provisions in effect on the date this Contract
is signed (and the other Party is not materially and adversely affected thereby), the
Parties shall promptly apply to receive the benefits of such Change or New Provision.
The Parties shall use their best efforts to cause such application to be approved.
	 
	 	10.1.2	 	If, because of such Change or New Provision, the economic benefits of the Parties
under this Contract are materially and adversely affected, directly or indirectly, then
this Contract shall continue to be implemented in accordance with its original terms.
If the adverse effect on the affected Party’s economic interests cannot be resolved
pursuant hereto, upon notice by the affected Party to the other Party, the Parties
shall consult promptly and make all such amendments to this Contract as are required to
maintain the affected Party’s economic benefits hereunder.






	10.2	 	Amendment
	 
	 	 	Amendments, modifications and supplements to this Contract must be made by a written
agreement signed by each Party or its duly authorized representative(s).
	 
	10.3	 	No Assignment
	 
	 	 	The Pledgors shall not assign part or all of this Contract without Party A’s prior written
consent.
	 
	10.4	 	Entire Agreement




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	 	 	Except as set forth in the following sentence and except for written amendments, supplements
or modifications made after the execution of this Contract, this Contract constitutes the
entire agreement between the Parties with respect to the subject matter of this Contract and
supersede all prior negotiations, representations and contracts, either oral or written, in
respect of the subject matter of this Contract.
	 
	10.5	 	Counterpart
	 
	 	 	This Contract shall be written in Chinese and English and executed in one or more
counterparts, each of which will be deemed an original, but which collectively will
constitute one and the same instrument. The two language texts shall have equal validity
and legal effect. Each Party acknowledges that it/he has reviewed both language texts of
this Contract and that they are the same in all material respects.
	 
	10.6	 	Severability
	 
	 	 	In the event any one or more of the provisions contained in this Contract should be held
under any law or regulation to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby. The Parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions, the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
	 
	10.7	 	Successors and Assigns
	 
	 	 	This Contract shall be binding on and inure to the benefit of the respective successors and
permitted assigns of the Parties.
	 
	10.8	 	Survival






	 	10.8.1	 	Any obligations arising under this Contract that are accrued or due prior to
termination of this Contract shall survive such termination.
	 
	 	10.8.2	 	The provisions of Clauses 8, 9 and 10 shall survive the termination of this Contract.






	10.9	 	Waiver
	 
	 	 	Any waiver of the terms and conditions of this Contract may be made by any Party if reduced
to writing and signed by the Parties. A Party that in a particular situation waives it/his
rights in respect of a breach of contract by the other Party shall not be deemed to have
waived it/his rights against the other Party for a similar breach of contract in other
situations.




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	10.10	 	Expenses
	 
	 	 	Party A shall bear any and all transfer and registration taxes, fees and expenses incurred
by, or imposed on, either Party in connection with the preparation and execution of this
Contract and the consummation of the transactions contemplated hereby according to any
applicable law.
	 
	10.11	 	Remedies






	 	10.11.1	 	The Parties acknowledge that damages may not be an adequate remedy for losses
incurred by reason of a breach of this Contract. Each Party shall have the right to an
injunction or other relief enjoining any breach of this Contract and enforcing
specifically the terms and provisions hereof, and each Party hereby waives any and all
defenses it/he may have on the ground of lack of jurisdiction or competence of the
court to grant such an injunction or other relief. The existence of this right will
not preclude a Party from pursuing any other rights or remedies that it/he may have
under law.
	 
	 	10.11.2	 	The rights of each Party under this Contract are cumulative and in addition to all
other rights or remedies that any Party may otherwise have under law.






	10.12	 	Further Assurances
	 
	 	 	Each of the Parties agrees to expeditiously execute such documents and perform such further
acts as may be reasonably required or desirable to carry out or to perform the provisions
and purposes of this Contract.
	 
	10.13	 	No Partnership, etc.
	 
	 	 	Except as expressly provided herein, nothing in this Contract shall constitute or be deemed
to constitute a relationship of employer and employee, principal and agent or partnership
between the Parties.





[The remainder of this page is intentionally left blank]








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IN WITNESS whereof this Contract has been signed by the Parties or their duly authorized
representatives as a deed on the date first specified above.




	 	 	 	 	 	 
	Executed as a Deed by
	 	)	 	/s/ Robert Yung	 
	REDGATE MEDIA (HK) LIMITED
	 	)	 	 	 
	as the sole investor of
	 	)	 	 	 
	REDGATE MEDIA (BEIJING) LTD CO.
	 	)	 	 	 
	in the presence of Zhu Ying
	 	)	 	/s/ Zhu Ying	 
	 
	 	 	 	 	 
	Executed as a Deed by
	 	)	 	[company seal]	 
	REDGATE MEDIA (BEIJING) LTD CO.
	 	)	 	 	 
	to confirm and acknowledge that
	 	)	 	 	 
	it is a party to the Contract
	 	)	 	 	 
	in the presence of
	 	)	 	/s/	 
	 
	 	 	 	 	 
	Executed as a Deed by
	 	)	 	/s/ Jin Yue	 
	JIN YUE
	 	)	 	 	 
	in the presence of Zhu Ying
	 	)	 	/s/ Zhu Ying	 
	 
	 	 	 	 	 
	Executed as a Deed by
	 	)	 	/s/ Chen Fujun	 
	CHEN FUJUN
	 	)	 	 	 
	in the presence of Zhu Ying
	 	)	 	/s/ Zhu Ying	 






 









 





Execution
Copy


Appendix 1




POWER OF ATTORNEY FOR TRANSFER

TO BE EXECUTED BY THE PLEDGORS



Irrevocable Power of Attorney for Transfer of Equity Interest



     In consideration of the value obtained, the undersigned hereby sells, assigns and transfers
the entire equity interest in  registered in the name of the
undersigned in the register of the shareholders of the said company
to                    
     , and hereby
irrevocably designates and appoints                    
      as his agent to, on her behalf, sign any
document and perform any act necessary for the sale, assignment and transfer of the above equity
interest recorded in the register of the shareholders of the above company.


Date:                                                              



Signatory:
                                                    



[                    ]
(Chinese ID card number: [                    ])



Witness:                                                        



Name: