exv10w10w2






Exhibit 10.10.2



[Translation of Chinese original]



EQUITY TRANSFER AGREEMENT




IN CONNECTION WITH



GUANGZHOU WINCLICK INFORMATION TECHNOLOGY CO., LTD.



By and Among



REDGATE MEDIA AD CO., LTD.



CHENG CHEN



YU ZHANG



And



QINGPING WANG



 









 





Table of Contents




	 	 	 	 	 
	ARTICLE 1. Definitions
	 	 	2	 
	ARTICLE 2. Transfer of Equity Interest
	 	 	4	 
	ARTICLE 3. Representations and Warranties
	 	 	5	 
	ARTICLE 4. Closing
	 	 	6	 
	ARTICLE 5. Further Covenants
	 	 	7	 
	ARTICLE 6. Special Provisions
	 	 	11	 
	ARTICLE 7. Rights of The Parties
	 	 	12	 
	ARTICLE 8. Confidentiality
	 	 	13	 
	ARTICLE 9. Notices
	 	 	13	 
	ARTICLE 10. Liability for Breach of Contract and Termination of Contract
	 	 	14	 
	ARTICLE 11. Expenses and Taxes
	 	 	15	 
	ARTICLE 12. Dispute Resolution
	 	 	15	 
	ARTICLE 13. Governing Law
	 	 	15	 
	ARTICLE 14. Language
	 	 	16	 
	ARTICLE 15. Entire Agreement
	 	 	16	 
	ARTICLE 16. Effectiveness
	 	 	16	 
	APPENDIX 1. Conditions Precedent to Closing
	 	 	 	 
	APPENDIX 2. Representations and Warranties
	 	 	 	 
	APPENDIX 3. Schedule 1: Information of Value-added Telecom Business
Permits of Group Companies
	 	 	 	 
	APPENDIX 3. Schedule 2: Intillectual Property
	 	 	 	 
	APPENDIX 4. List of Senior Management Personnel
	 	 	 	 
	APPENDIX 5. Intellectual Property Protection and Non-Copetition Agreement
	 	 	 	 
	APPENDIX 6. Non-Disclosure Agreement
	 	 	 	 
	APPENDIX 7 Disclosure Letter
	 	 	 	 
	APPENDIX 8. Finacial Reports
	 	 	 	 
	APPENDIX 9. Group Organization Structure
	 	 	 	 
	APPENDIX 10. Resolution of Shareholders’ Meeting
	 	 	 	 
	APPENDIX 11. Restated Ariticles of Association
	 	 	 	 






2









 





THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is entered into on this 31st day
of December 2009 by and among:





	(1)	 	REDGATE MEDIA AD CO., LTD., a limited liability company duly established and validly existing
under the laws of the People’s Republic of China, with its domicile at Suite 805, Building 2,
No. 19 Jianguomenwai Avenue, Chaoyang District, Beijing (“Party A”);
	 
	(2)	 	CHENG CHEN, a natural person and citizen of the People’s Republic of China whose ID card
number is 440681197806260819 and whose residential address is Rm. 702, Shanglefu,
Shangshuyuan, Xiameiling, Futian District, Shenzhen, Guangdong;
	 
	 	 	YU ZHANG, a natural person and citizen of the People’s Republic of China whose ID card
number is 654126197702234115 and whose residential address is 6D, Building 2, Tianan Cyber
Park, Futian District, Shenzhen, Guangdong;
	 
	 	 	QINGPING WANG, a natural person and citizen of the People’s Republic of China whose ID card
number is 342401450415004 and whose residential address is No. 6 Wanxi West Road, Jinan
District, Liuan, Anhu; (Cheng Chen, Yu Zhang and Qingping Wang are hereinafter collectively
referred to as “Party B”); and
	 
	(3)	 	GUANGZHOU WINCLICK INFORMATION TECHNOLOGY CO., LTD., a limited liability company duly
established and validly existing under the laws of the People’s Republic of China, with its
domicile at Suite 803-04, South Tower, Huasheng Bldg, No. 102 Xianlie Central Road, Yuexiu
District, Guangzhou (the “Company”).
	 
	 	 	(The Company, Guangzhou Tianlang Network Technology Co., Ltd ( (“Tianlang”), Guangzhou
Youxun Digital Technology Co., Ltd (“Youxun”), Guangzhou Zhishu Communication Technology
Co., Ltd (“Zhishu”), Guangzhou Kaiyuan Digital Technology Co., Ltd (“Kaiyuan”), WinClick
Information Technology (Nanjing) Co., Ltd (“WinClick (Nanjing)”) and Beijing Zhangshang
Youyang Network Information Technology Co., Ltd (“Zhangshang Youyang”) are hereinafter
collectively referred to as the “Group Company/Group Companies”, whose organization
structure is shown in Appendix 9 hereof.)





WHEREAS:





	(A)	 	The Company was established on January 24, 2007, with a registered capital of RMB one million
Yuan (RMB 1,000,000) as of the execution date of the Agreement.
	 
	(B)	 	Party B owns 100 percent of the Equity Interest of the Company, of which Cheng Chen owns 50
percent of the Equity Interest, Yu Zhang owns 25 percent of the Equity Interest and Qingping
Wang owns 25 percent of the Equity Interest.
	 
	(C)	 	Party A and Party B agree that Party B shall transfer 100 percent of the Equity Interest of
the Company to Party A (the “Proposed Equity Transfer”) on the terms and conditions herein,
pursuant to which Cheng Chen shall transfer 50 percent of the Equity Interest to Party A, Yu
Zhang shall transfer 25 percent of the Equity Interest to Party A and Qingping Wang shall
transfer 25 percent of the Equity Interest to Party A.




1









 










NOW, THEREFORE, following the negotiations between the Parties, the Parties agree as follows:




ARTICLE 1. DEFINITIONS





	1.1	 	Unless otherwise expressly indicated or required by the context, the following terms shall
have the meanings assigned to them as follows:
	 
	 	 	“Confidential Information” means all oral or written information on or relating to any of
the Parties’ business operations, business strategies, business plans, investment plans,
sales, clients, marketing, technologies, research and development, finances or otherwise,
including but not limited to all reports and records containing such information and all
copies (including electronic copies), reproductions, reprints and translations thereof. For
purposes of this Agreement, the term “Confidential Information” shall also include this
Agreement and any of the documents (including but not limited to the necessary documents
that Both Parties are required to execute for the Closing) specified or referenced herein.
	 
	 	 	“Force Majeure Event” means any event which takes place after the Agreement is executed and
cannot be foreseen at the time of executing the Agreement and the occurrence and consequence
of which cannot be avoided or overcome and hinders the total or partial performance of any
one Party or hinders the performance of the Agreement, including but not limited to fire,
flood, earthquake, typhoon, seaquake, war, terrorist act or other violent acts, accident,
strike, pestilence and quarantine restrictions.
	 
	 	 	“Registration Authority” means the competent administration for industry and commerce
with which the Company is registered.
	 
	 	 	“Equity Interest” means, unless otherwise agreed by the Parties, 100 percent of the capital
contribution to the Company owned by Party B and all title, rights and interests therein
(including the rights and interests in any retained earnings of the Company), namely the
equity interest that is the subject of the Proposed Equity Transfer.
	 
	 	 	“Working Day” or “Business Day” means a day other than a Saturday, Sunday or statutory
public holiday in mainland China.
	 
	 	 	“Closing” means the completion by the Parties of the transfer of the Equity Interest
mentioned in Article 2 hereof pursuant to
Article 4.4 of this Agreement.
	 
	 	 	“Closing Date” means the date on which all of the conditions for the Proposed the Equity
Transfer set forth in Appendix 1  hereto have been fulfilled (or waived) and the
Parties confirm, in accordance with Article 4 hereof, that all of the Conditions
Precedent have been fulfilled (or waived), or such other date as agreed upon by Both
Parties.




2









 












	 	 	“Due Diligence” means the comprehensive due diligence on the Company conducted by Party A
and a party or parties designated by Party A.
	 
	 	 	“Disclosure Letter” means a letter executed and delivered to Party A by the Company prior
to or on the execution date of the Agreement, to disclose exceptions from the
Representations and Warranties as specified in Appendix 2, provided that all affairs
disclosed must be specific and complete, and correspond to the reference numbers of
Appendix 2 (refer to Appendix 7);
	 
	 	 	“Encumbrances” means any mortgages, claims, liens, options, pledges, encumbrances,
preemptive rights, acquisition rights, seizure rights, ownership retention, setoff rights,
counterclaims, trust arrangements and other such restrictions (including restrictions on the
right to use, vote, transfer, receive proceeds or other ownership rights);
	 
	 	 	“Renminbi” or “RMB” means the legal currency of the PRC.
	 
	 	 	“Conditions Precedent” means the conditions precedent for the Closing set forth in
Appendix 1 hereto.
	 
	 	 	“AoA” means the articles of association of the Company (including versions thereof as
amended and supplemented from time to time).
	 
	 	 	“PRC” means the People’s Republic of China, for the purpose of the Agreement, exclusive of
Hong Kong SAR, Macao SAR and Taiwan.
	 
	1.2	 	Unless otherwise expressly indicated or required by the context:




3









 












	 	1.2.1	 	any reference to a contract, agreement or document herein shall mean such
contract, agreement or document as may be amended, supplemented or renovated from time
to time;
	 
	 	1.2.2	 	any reference to a person in this Agreement or another related contract,
agreement or document shall include such person’s successors and permitted assigns;
	 
	 	1.2.3	 	any reference to an Article or Appendix herein shall be deemed to apply to the
specified Article of or Appendix to this Agreement; and
	 
	 	1.2.4	 	“Party” shall refer to any of the Parties hereto, “Parties” or “Each Party”
shall refer to each Party or all of the Parties hereto and “Both Parties” shall refer
to Party A and Party B.





ARTICLE 2. TRANSFER OF EQUITY INTEREST





	2.1	 	Party B agrees to transfer the Equity Interest to Party A for the price of Renminbi One
Million (RMB1,000,000) (the “Transfer Price”) and Party A agrees to purchase the Equity
Interest from Party B for the price of Renminbi One Million (RMB 1,000,000) in accordance with
Article 4 hereof. The Equity Interest shall be free of any Encumbrances.
	 
	2.2	 	The Parties agree that the Company shall, and Party B shall cause the Company to approach the
Registration Authority for the registration of industrial and commercial alteration for the
Proposed Equity Transfer within seven (7) Working Days upon execution of the Agreement and
complete such formalities and obtain the new business license of the Company within twenty
(20) Working Days upon execution of the Agreement.
	 
	2.3	 	The holding of the equity interest of the Company prior to the completion of the Proposed
Equity Transfer is set forth as below:





	 	 	 	 	 
	Name of shareholder	 	Capital contribution	 	Percentage
	Cheng Chen

	 	RMB 500,000
	 	50%
	Yu Zhang
	 	RMB 250,000
	 	25%
	Qingping Wang
	 	RMB250,000
	 	25%
	Total
	 	RMB 1,000,000
	 	100%







	2.4	 	The holding of the equity interest of the Company after the completion of the Proposed Equity
Transfer shall be as follows:





	 	 	 	 	 
	Name of shareholder	 	Capital contribution	 	Percentage
	Redgate Media AD Co., Ltd.
	 	RMB1,000,000
	 	100%
	Total
	 	RMB 1,000,000
	 	100%






4









 






ARTICLE 3. REPRESENTATIONS AND WARRANTIES





	3.1	 	Each Party represents and warrants to the other Parties as follows:
Each Party has the right, authorization and power to enter into this
Agreement and perform the obligations hereunder and if executed by the
Parties, this Agreement shall constitute a lawful, valid and binding
obligation of the Parties that may be enforced pursuant to the terms
hereof.
	 
	3.2	 	Party B further makes the representations and warranties set forth in Appendix 2 hereto to Party A.
	 
	3.3	 	Unless expressly indicated otherwise, each Party warrants that each representation and
warranty by that Party, as of the execution date hereof and the Closing Date, is true,
accurate, complete and not misleading.
	 
	3.4	 	If any representation or warranty given in this Agreement by a Party is false or erroneous,
or if any representation or warranty is not duly and timely performed, the Party that made
such representation or warranty shall be deemed in breach of such representation or warranty.
In addition to performing the other obligations herein, the Party in breach of the
representation or warranty shall indemnify and bear the losses, damages, expenses (including
but not limited to reasonable legal fees or litigation expenses) and liabilities incurred by
the non-breaching Parties as a result of such breach. If the behavior of Party B in breach of
such representation and warranty causes any material loss to Party A, Party A has the right to
unilaterally terminate the Agreement.
	 
	3.5	 	Prior to the completion of the Closing, if a Party becomes aware that any representation or
warranty made hereunder by such Party is untrue, inaccurate, incomplete or misleading to the
other Parties:






	 	3.5.1	 	the breaching Party shall promptly notify the other Parties thereof in
writing; and
	 
	 	3.5.2	 	the non-breaching party has the right to notify the breaching Party in writing
to require it to take all necessary measures to cure such breach (the “Breach Notice”).
If the breaching Party fails to cure the breach within thirty (30) days from the date
of giving the Breach Notice, the non-breaching Party may select to unilaterally
terminate this Agreement without undertaking any liability. Unless agreed in writing
by all of the non-breaching Parties, under no circumstances shall the breaching Party
be deemed to have been released from its liability for breach of contract under Article
3.4. The termination hereof shall not affect the rights and obligations that have
arisen prior to the termination.




5









 











ARTICLE 4. CLOSING





	4.1	 	The Closing is conditioned to the fulfillment of the Conditions set forth in Appendix
1.
	 
	4.2	 	The Parties agree that, within three (3) Business Days after all of the Conditions Precedent
have been fulfilled (or waived), Party B shall provide the relevant supporting documentation
to Party A and give Party A a written notification. The Parties shall jointly confirm in
writing whether the Conditions Precedent stipulated in Article 4.1 herein have been
fulfilled within three (3) Business Days from the date on which the notice is given or on such
other date as may be agreed upon by the Parties (“Fulfillment Date of Conditions Precedent”).
	 
	4.3	 	On the Fulfillment Date of Conditions Precedent, Party B shall submit to Party A written
documentation evidencing that all the Conditions Precedent have been fulfilled, including but
not limited to all documentation amended by the Registration Authority which identifies Party
A as the shareholder of the Company, such as the Company’s register of shareholders, the AoA
and the new business license which reflect the business registration change and the business
registration documents that evidence the change in registration of the Company’s legal
representative and two directors to those persons appointed by Party A.
	 
	4.4	 	The Parties agree that the Closing of the Proposed Equity Transfer shall be carried out
within seven (7) working days from the Fulfillment Date of Conditions Precedent.
	 
	4.5	 	The Closing of the Proposed Equity Transfer shall take place in Beijing on the Closing Date.
Subject to the completion of the undertakings specified in Article 5 hereof by the
Parties, Party A shall, on the Closing Date, pay the Transfer Price specified in Article
2.1 hereof to the account designated by Party B. Subject to that the fulfillment of all
the Conditions Precedent and the completion of the undertakings specified in Article 5
hereof by the Parties, if Party A fails to pay the Transfer Price according to the terms and
conditions hereof, Party B has the right to unilaterally terminate the Agreement.
	 
	4.6	 	The Parties shall use all reasonable efforts to procure the fulfillment of all of the
Conditions Precedent for the Closing. If any Condition Precedent specified in Appendix
1 hereto is not fulfilled within forty-five (45) days from the execution date hereof, the
Parties shall promptly negotiate to seek a mutually acceptable solution. If the Parties fail
to reach agreement within sixty (60) days from the commencement of consultations, unless the
Parties agree otherwise in writing, Party A has the right to, at its discretion, notify Party
B in writing, upon the expiry of such sixty (60)-day period,, to terminate the Agreement.
	 
	4.7	 	Notwithstanding the provisions of Article 4.6 hereof, if the Closing cannot be
carried out for the reason that one or more Conditions Precedent are not fulfilled due to a
force majeure event (despite of the fulfillment of all of the other Conditions Precedent), the
Parties shall promptly hold negotiations to seek a mutually acceptable solution. If the
Parties fail to reach a solution within fifteen (15) Working Days from the commencement of
consultations, unless otherwise agreed in writing by the Parties, Party A has the right to, at
its discretion, notify Party B in writing, upon the expiry of such fifteen (15)-Working-Day
period, to terminate the Agreement.




6









 












	4.8	 	Both Parties agree that the non-breaching Party may require the breaching Party to indemnify
all claims, expenses, costs, losses and liabilities (including tax liabilities) incurred or
arising in connection with the breach, whether directly or indirectly, if:






	 	4.8.1	 	Party B fails to perform or to punctually complete the performance of its
obligations under Article 4.1 hereof, thereby making the Closing of the
Proposed Equity Transfer impossible; or
	 
	 	4.8.2	 	Party A fails to pay to Party B the Transfer Price in full pursuant to
Article 4.5 hereof.





ARTICLE 5. FURTHER COVENANTS





	5.1	 	The Parties agree that they shall each execute all of the documents and make in accordance
with the law all the acts required for the full implementation of this Agreement.
	 
	5.2	 	From the execution date of the Agreement to the registration date of industrial and
commercial alteration for the Company’s Equity Transfer, the Company shall, within the first
five (5) days of each month, provide Party A with the financial statements of the Group
Companies for the preceding fiscal month. Additionally, during the above period, Party A has
the right to require, within the normal working hours, the Company to provide the financial
statements and cash-flow statements of the Group Companies and all other documents in
connection with the business of the Group Companies for review by Party A, and has the right
to copy or abstract such documents.
	 
	5.3	 	During the period from the execution date of the Agreement to the end of five (5) years after
Party B leaves the Company for any reason (including but not limited to the termination of
employment relationship), Party B exclusive of Qingping Wang shall not directly or indirectly
hold any direct or indirect interests in any entity or sector that competes with or is similar
to the Group Company or in any sector that could compete with the business of the Group
Company, or provide any service to any entity that competes with or is similar to the Group
Company. Within five years from the execution date of the Agreement, Qingping Wang shall not
directly or indirectly hold any direct or indirect interests in any entity or sector that
competes with or is similar to with the Group Company or in any sector that could compete with
the business of the Group Company, or provide any service to any entity that competes with or
is similar to the Group Company. The Parties confirm that the non-competition undertakings of
Party B specified herein are made on the basis of the Proposed Equity Transfer and shall not
be subject to the provisions of the Labor Contract Law of the People’s Republic of China on
non-competition.
	 
	5.4	 	Party B and the Company shall not do, and shall not permit the Group Companies to do,
anything during the period between the execution date hereof and the Closing Date that could
have a material adverse effect on the Equity Interest and/or the Group Companies. For this
purpose, Party B and/or the Company undertake(s) that during the period between the execution
date hereof and the Closing Date, unless otherwise agreed in advance in writing by Party A:




7









 












	 	5.4.1	 	Party B and/or the Group Companies shall not be permitted to enter into any
transaction or take any action other than in the ordinary course of their business;
	 
	 	5.4.2	 	Party B and/or the Group Companies shall not be permitted to commit any act or
omission that constitutes or could constitute a breach of the representations and
warranties given by Party B hereunder;
	 
	 	5.4.3	 	the Group Companies shall not be permitted to declare a distribution or make a
payment or make preparations for the declaration, payment or distribution of any
dividends or bonuses or make any other profit distribution. Notwithstanding the
generality of such provisions, the Parties confirm that the Company’s aggregated
distributable profits prior to December 31, 2008 shall belong to Party B. For this
purpose, within the period from the execution date hereof to the Closing Date, by the
resolution of the Shareholders’ Meeting in the context prescribed in Appendix
10 hereinafter, the Company can confirm the profits distributable to Party,
temporarily allocated by and retained with the Company, which shall be entered into the
account book of the Company as the account payable to Party B. The Parties further
agree that, without prejudice to the operation and development of the Company, within
seven (7) working days upon receipt of the written notice from Party B for payment of
the whole or part of retained profits, the Company shall pay such retained profits to
Party B. Party B that within one (1) year upon payment of such retained profits to
Party B, if additional fund support is required during the normal operation of the
Company, Party B agrees that it will invest the full amount of the retained profits
distributed in the Company as a loan at the prevailing loan interest rate of the bank
for the corresponding period;
	 
	 	5.4.4	 	the Group Companies shall not be permitted to make or agree to make a capital
increase, capital reduction or any other such change in its capital;
	 
	 	5.4.5	 	the Group Companies shall not be permitted to make or extend loans or provide
any other such form of financial assistance to any third party;
	 
	 	5.4.6	 	unless otherwise provided in the laws, statutes, rules or regulations, the
Group Companies shall not be permitted to pay a bonus to any manager, director,
employee, sales representative, agent or advisor, increase the said persons’ income in
any manner or change the remuneration or benefits of such persons in any manner
whatsoever;
	 
	 	5.4.7	 	the Group Companies shall not be permitted to provide security or guarantees
to Party B or any third party or create any mortgage, pledge or other form of
Encumbrances on their assets;
	 
	 	5.4.8	 	the Group Companies shall not be permitted to prepay debts, release any third
party from their claims on such party or waive any right of recourse;
	 
	 	5.4.9	 	any contracts or agreements into which the Group Companies have entered shall
not be permitted to be amended;






8











 






	 	5.4.10	 	the accounting methods, policies or principles, or financial and accounting
rules and regulations of the Group Companies shall not be permitted to be revised;
	 
	 	5.4.11	 	any of the Group Companies’ sales practices or accounting methods shall not be
permitted to be materially revised or altered, or the Group Companies’ employment
policies, rules or regulations shall not be permitted to be materially changed;
	 
	 	5.4.12	 	other than resolutions adopted for the purpose of performing this Agreement, any
shareholders’ resolution or board resolution that runs counter to the conventional
matters discussed and adopted at annual shareholders’ meetings of the Group Companies
shall not be permitted to be adopted;
	 
	 	5.4.13	 	Party B and/or the Group Company shall not be permitted to take any actions that are
inconsistent with the provisions hereof or the transactions contemplated hereunder;
	 
	 	5.4.14	 	other than the actions taken to perform the Agreement, the Group Companies shall not
be permitted to restructure their capital structure, amend their AoA or otherwise amend
its registered business particulars (e.g. its name, address or such other basic
particulars);
	 
	 	5.4.15	 	the Group Companies shall not be permitted to enter into agreements involving
intellectual property with a third party, regardless of whether the title to
intellectual property owned by the Group Companies changes, including but not limited
to change by transfer, gifting, etc., or intellectual property owned by the Group
Companies is licensed to a third party or the Group Companies have use of a third
party’s intellectual property pursuant to such agreement; and
	 
	 	5.4.16	 	Party B and/or the Group Company shall not commit any act or omission that could lead
to any of the aforementioned circumstances.






	5.5	 	If the facts on which Party B relied in making its representations and warranties herein
change, potentially causing a material adverse effect on the transactions hereunder, Party B
shall promptly disclose such facts to Party A and immediately take all necessary actions to
eliminate or reduce the adverse effect caused by such change on the Company.
	 
	5.6	 	The Company shall take all reasonable actions to safeguard its assets, use its best efforts
to retain its existing management and core technical personnel and maintain its relationships
with its clients, masters of affiliated websites and other such third parties that have an
association with the Company’s business so as not to harm its reputation or its prospects as a
going concern. Party B undertakes to, during the existing period of the employment
relationship between Party B or General Manager designated by Party B and the Company, use its
best efforts to put through the negotiations and transactions, on a fair and reasonable basis,
with clients, masters of affiliated websites and other such third parties in association with
the Company’s business, and to make no transaction with any third party other than on the
basis of fair negotiation.










9









 












	5.7	 	During the existing period of the employment relationship between Party B or the General
Manager designated by Party and the Company, Party B and the Company shall ensure that except
for the normal expiration, prior to June 31, 2012 or other dates agreed upon by the Parties,
the value-added telecom business licenses held by the Group Companies shall all remain valid
and pass all the annual inspection of the competent authority and the Group Company holding
the value-added telecom business licenses with the normal expiration dates prior to June 31,
2012 or other dates agreed upon by the Parties shall, prior to the expiration of such
licenses, complete the renewal procedures and successfully obtain the new value-added telecom
business licenses with the expiration date later than June 31, 2012 or other dates agreed upon
by the Parties. The particulars about the all value-added telecom business licenses held by
the Group Company are listed in Schedule 1 to Appendix 3 hereof.
	 
	5.8	 	During the existing period of the employment relationship between Party B or the General
Manager designated by Party and the Company, Party B and the Company shall be obligatory for
auditing so as to ensure that the legal content of the wireless advertisement product and
affiliated website for which the Group Company acts as an agent. Where the content of such
wireless advertisement products or affiliated website violates the national laws and
regulations due to the act of Party B in operating and managing the Company, thereby causing
any harm to the Company, Party B shall be liable for compensation.
	 
	5.9	 	Party B and the Company further undertake that they will cause Shenzhen Bokaituo Technology
Co., Ltd (“Bokaituo”) to complete the cancellation procedures. Party B and the Company warrant
that during the period from the execution data hereof to the completion of cancellation
procedures for Bokaituo, Bokaituo shall not undertake any business directly or indirectly in
any name nor make any transaction. Party B and the Company undertake and ensure that Bokaituo
and its shareholders shall bear any economic and legal liability that may arise since the
establishment of Bokaituo and in the process of its cancellation, including but not limited to
the liability for false capital contribution by the shareholders of Bokaituo.
	 
	5.10	 	Party B agrees that, if the qualified CPA firm appointed by Party A finds, in its financial
audit over the Group Company, any event that may cause any hinder or adverse effect on the
application of Party A or its related companies for listing, Party B and the Company shall, as
per instructions from Party A, take all necessary actions to eliminate such hinder or adverse
effect.
	 
	5.11	 	If any party forming Party B and/or any Group Company breaches the undertakings hereof
(including but not limited to the non-competition undertaking) due to the management and
operation of Party B, Party A has the right to notify Party B in writing to require it to take
all necessary measures to cure such breach and compensate the Company for any loss thereof
(the “Breach Notice”). If Party B fails to cure the breach and take the remedy to the
satisfaction of Party A within thirty (30) days from the date of giving the Breach Notice,
Party A may select to unilaterally terminate this Agreement without undertaking any liability.
Under no circumstances shall the liability for breach of contract due to the breach of the
undertakings herein be deemed to have been waived. The termination hereof shall not affect the
rights and obligations that have arisen prior to the termination.










10









 






ARTICLE 6. SPECIAL PROVISIONS





	6.1	 	The Parties agree that, at the time of applying for the business registration of the Proposed
Equity Transfer, the Company shall set up the Board of Directors composed of three (3)
members, of whom two (2) shall be appointed by Party A and one (1) by Party B and the AoA of
the Company shall be amended accordingly. The chairman shall be a director appointed by Party
A. The Parties shall separately specify the term of office of the director to be appointed by
Party B.
	 
	6.2	 	The Parties agree that, upon completion of the business registration for the Proposed Equity
Transfer, the Company’s Financial Director shall be nominated by Party A and appointed by the
Company’s Board of Directors; the Company’s first general manager shall be nominated by Party
A and appointed by the Company’s Board of Directors, for a term of three years; the Company’s
deputy general manager (operation) shall be nominated by Party A and appointed by the
Company’s Board of Directors; other senior management personnel of the Company shall be
appointed by the Company’s Board of Directors.
	 
	6.3	 	The Parties agree that during the term of office of the Company’s first general manager, (i)
if the Company’s net profits of the normal operation for the year of 2009, 2010 or 2011 as
audited by the qualified CPC firm recognized by Party A according to the prevailing general
accounting rules of USA are lower than the performance target (for the purpose hereof, the
performance target will be RMB 8,500,000 for the year of 2009, RMB 8,500,000 for the year of
2010 and RMB 9,775,000 for the year of 2011); or (ii) the act of the general manager violates
the provisions of AoA or the laws and regulations, the obligations of loyalty and diligence or
the provisions in his Employment Contract with the Company, thereby causing the Company a
major loss of more than Renminbi One Million (RMB1,000,000), Party A has the right to request
the Board to dismiss and replace the general manager.
	 
	6.4	 	The Parties agree that during the term of office of the Company’s first general manager, in
case of any hindrance or adverse effect (including but not limited to the failure of Party A
or its related companies to consolidate the financial statements of the Company) on the
application of Party A or its related companies for listing as specified Article 6.4 above,
when Party A receives the explanation issued by its listing advisor on such listing hindrance,
Article 6.4 above shall become automatically terminated and invalid, but the termination and
invalidation of Article 6.4 shall not affect the effect and performance of the other articles
hereof. The Parties agree that upon termination of Article 6.4 herein, if the Group Company
fails to obtain the consent from Party B to undertake any event specified in Article 6.4,
thereby causing the failure to fulfill the Company’s annual performance target as specified in
Article 6.3 hereof, such annual performance target of the Company shall be deemed to have been
fulfilled.






	 	6.4.1	 	To issue the corporate bond, provide or release loans or grant any
credit to any person other than in the ordinary course of the Group Company’s
business;
	 
	 	6.4.2	 	To make decisions on the Group Company’s merge, separation,
dismissal, liquidation or change of corporate form;










11









 












	 	6.4.3	 	To sell, lease, exchange or transfer the assets owned or
substantially owned by the Group Company;
	 
	 	6.4.4	 	To purchase or acquire the assets owned or substantially owned by
other persons, transfer any major contract with a substantial effect on the
operation of the Group Company;
	 
	 	6.4.5	 	To decide on the external equity investment or credit investment,
including but not limited to investment and purchase for and of other companies’
 shares, equities or interests, conclude any joint venture, partnership, alliance
or joint operation arrangement, or set up any subsidiary, branch, representative
office, liaison office or any other entities;
	 
	 	6.4.6	 	To amend the provisions of the Company’s Restated AoA prescribed
in Appendix 11 on the appointment of Cheng Chen as the Company’s first
general manager and director; and
	 
	 	6.4.7	 	other material events that affect the commercial mode of the Group
Company or the business direction of the Group Company.





ARTICLE 7. RIGHTS OF THE PARTIES





	7.1	 	The Parties agree that if any of the following facts, matters or events exists prior to the
Closing, Party A may terminate this Agreement without undertaking any liability by so
notifying Party B and/or the Company in writing. Additionally, it may demand that the
breaching Party bear the liability for breach of contract specified in Article 10:






	 	7.1.1	 	any act of Party B and/or the Company that constitutes a fundamental breach
hereof, making it impossible for Party A to complete the acquisition of the Equity
Interest;
	 
	 	7.1.2	 	any breach by Party B of any representation or warranty and such breach has a
material adverse effect on the Company and the transactions hereunder; or
	 
	 	7.1.3	 	an event that has or may have a material adverse effect on the Company’s
business, financial condition or prospects.






	7.2	 	The Parties agree that if any of the following facts, matters or events exists prior to the
Closing, Party B may terminate this Agreement without undertaking any liability by so
notifying Party A in writing. Additionally, Party B may demand that the breaching Party bear
the liability for breach of contract under Article 10:






	 	7.2.1	 	an act of Party A that constitutes a fundamental breach hereof, making it
impossible for Party B to receive the Transfer Price; or
	 
	 	7.2.2	 	an event that has or may have a material adverse effect on the transactions
hereunder that arises due to the willful misconduct or gross negligence on the part of
Party A.










12









 











ARTICLE 8. CONFIDENTIALITY





	8.1	 	A Party (the “Receiving Party”) that becomes aware of or receives Confidential Information
from a Party hereto (the “Disclosing Party”) shall keep such information confidential, may not
use such Confidential Information for any purpose other than for the purposes contemplated by
this Agreement and may not disclose the Confidential Information to any party other than Party
A or Party B (or a company appointed by Party A or Party B (such company shall bear the
confidentiality obligations hereunder, and Party A or Party B shall bear the legal liability
arising from a breach of the confidentiality obligations hereunder committed by any company
appointed by said Party)) without the prior written consent of the other Parties.
Notwithstanding the foregoing restrictions, the confidentiality obligations set forth in
this Article 8 shall not apply to:






	 	8.1.1	 	information that has entered the public domain other than as a result of the
wrongful conduct of the Receiving Party or its representatives, agents, suppliers or
subcontractors;
	 
	 	8.1.2	 	information legitimately and legally obtained by the Receiving Party from a
third party, provided that at the time of obtaining such information, it is not subject
to confidentiality obligations or other restrictions on use; or
	 
	 	8.1.3	 	information in written form owned by the Receiving Party, which is not subject
to any restrictions on use or disclosure and is not obtained for the purpose of
executing or performing this Agreement.






	8.2	 	Notwithstanding Article 8.1, the Receiving Party may disclose Confidential
Information to its employees, directors and professional advisors that is reasonably necessary
for the purposes of this Agreement, provided that the Receiving Party ensures that such
employees, directors and professional advisors are aware of and comply with the
confidentiality obligations set forth in this Article. If the disclosure of the relevant
Confidential Information is required by law or requested by a competent court, regulatory
authority or any other such competent government agency, the Receiving Party may disclose such
Confidential Information, provided that the Receiving Party shall, to the extent permitted by
relevant laws and statutes, take all necessary actions to ensure that the Confidential
Information is treated as confidential.
	 
	8.3	 	The Receiving Party shall not reproduce any Confidential Information in any manner whatsoever
without the prior written consent of the Disclosing Party.
	 
	8.4	 	Article 8 shall survive the termination of the Agreement.





ARTICLE 9. NOTICES





	9.1	 	Any notice hereunder shall be made in writing and dispatched by fax or registered mail to the
recipient’s designated number or address. Notices dispatched by the aforementioned means shall
be deemed as received:






	 	9.1.1	 	the twelfth (12th) hour after transmission, if dispatched by fax; and




13









 












	 	9.1.2	 	the third (3rd) day after consignment to the post office, if dispatched by
registered mail.






	9.2	 	If Party A dispatches a written notice to Party B pursuant to Article 9.1 hereof, it
shall dispatch the same to Party B at the following fax numbers or correspondence addresses:






	 	 	Cheng Chen

Fax number: 020-87317600

Correspondence address: Suite 806, South Tower, Huasheng Bldg, No. 102 Xianlie Central Road,
Yuexiu District, Guangzhou

Attn.: Cheng Chen
	 
	 	 	Yu Zhang

Fax number: 020-87317600

Correspondence address: Suite 806, South Tower, Huasheng Bldg, No. 102 Xianlie Central Road,
Yuexiu District, Guangzhou

Attn.: Yu Zhang
	 
	 	 	Qingping Wang

Fax number: 020-87317600

Correspondence address: Suite 806, South Tower, Huasheng Bldg, No. 102 Xianlie Central Road,
Yuexiu District, Guangzhou

Attn.: Qingping Wang






	9.3	 	If Party B dispatches a written notice to Party A pursuant to Article 9.1 hereof, it
shall dispatch the same to Party A at the following fax number or correspondence address:
	 
	 	 	Fax number: 010-85263129

Correspondence address: Suite 805, Building 2, No. 19 Jianguomenwai Avenue, Chaoyang
District, Beijing

Attn.: Xioaming Tang





ARTICLE 10. LIABILITY FOR BREACH OF CONTRACT AND TERMINATION 
OF CONTRACT





	10.1	 	If a Party breaches any of the provisions hereof, it shall compensate the non-breaching
Parties for all claims, expenses, costs, losses and liabilities incurred or arising in
connection with such breach, whether directly or indirectly. If the breaching Party is one of
the parties comprising of Party B and/or the Company, Party B shall jointly and severally bear
the liabilities in respect of the compensation for such breach.
	 
	10.2	 	Without prejudice to any of the other provisions of this Article 10, if a Party fails
to perform any of its obligations hereunder, the non-breaching Parties shall, in addition to
exercising any other rights and remedies available hereunder, be entitled to demand that the
breaching Party perform the relevant obligation and the Parties expressly waive the defense of
sufficiency of damages.










14









 












	10.3	 	Without prejudice to any of the other provisions of this Article 10, if a party
comprising of Party B fails to fully transfer the Equity Interest to Party A on the terms and
conditions hereof, Party A shall have the right to demand in writing that Party B perform its
obligations as specified herein and transfer the Equity Interest to Party A. If Party B does
not complete the procedures for amending the business registration for the Proposed Equity
Transfer within seven (7) Working Days after receipt of the written notice from Party A, Party
A shall be entitled to unilaterally terminate this Agreement on the basis of such material
breach and demand that the breaching Party compensate for the losses, damages and costs
(including but not limited to reasonable legal fees and litigation expenses) incurred in
connection with the Proposed Equity Transfer by Party A as a result thereof.
	 
	10.4	 	If the Agreement is terminated for any reason, except for Articles 10, 8, 9, 11, 12
13 and 14, the Agreement shall immediately become invalid. The Parties shall take
all necessary actions to keep the Parties in the same state as before the Agreement is
executed, including but not limited to the application to the competent governmental
authorities to cancel, withdraw or alter any application, registration, filing or any other
relevant procedures relating to the transactions specified herein, which have been completed
or are under process. Party B shall refund, in full amount, the Equity Transfer Price (if
paid) to Party A, and Party A shall transfer 100 percent of the Equity Interest (if
transferred) in the Company to Party B at the minimum price permitted by the prevailing laws
and regulations of China. Termination of the Agreement shall not affect the rights and
obligations that have arisen prior to such termination.





ARTICLE 11. EXPENSES AND TAXES





	11.1	 	Both Parties shall each bear its own expenses (including but not limited to legal,
accounting, financial, consulting, advisory and other related expenses) in connection with all
the negotiations and the implementation of the final agreement (e.g., this Agreement
(including the Appendices)) and the acquisition.
	 
	11.2	 	Both Parties shall each pay any taxes it may be required to pay in connection with the
Proposed Equity Transfer hereunder. Both Parties shall each be responsible for paying the
stamp duty in respect of the original of this Agreement it holds.





ARTICLE 12. DISPUTE RESOLUTION



Any dispute arising from or in connection with this Agreement, including disputes over the validity
or existence of this Agreement, shall be resolved by Both Parties through good faith negotiations.
If the dispute is not resolved within thirty (30) days after a Party gives notice requesting such
negotiations, any Party shall have the right to submit the dispute to the Beijing Arbitration
Commission for arbitration in Beijing in accordance with its arbitration rules then in effect. The
arbitration award shall be final and binding on Both Parties.




ARTICLE 13. GOVERNING LAW



This Agreement shall be governed by, and construed in accordance with, the laws of the People’s
Republic of China.





15









 








ARTICLE 14. LANGUAGE



This Agreement is made in Chinese in six (6) counterparts, of which Party A shall hold one
original, each party comprising of Party B shall hold one original and the remaining originals
shall be used to carry out the relevant registration procedures.




ARTICLE 15. ENTIRE AGREEMENT



This Agreement, including the attached Annexes, Appendices and Schedules, supersedes all prior
written or oral agreements on the matters provided for herein reached by the Parties and
constitutes the entire agreement between Both Parties.




ARTICLE 16. EFFECTIVENESS



This Agreement shall enter into effect on the date that it is signed/sealed by the Parties or their
authorized representatives.



IN WITNESS WHEREOF, this Agreement is duly executed by the Parties on the date first set forth
above.








16









 








Execution Page




	 	 	 	 	 
	Party A:



REDGATE MEDIA AD CO., LTD.

 	 	 
	By:  	/s/ Yue Jin
 	 	 



 Name of Legal Representative: Yue Jin




	 	 	 	 	 
	Party B:



CHENG CHEN

 	 	 
	Signature:  	/s/ Cheng Chen
 	 	 
	 
	YU ZHANG

 	 	 
	Signature:  	/s/ Yu Zhang
 	 	 
	 
	QINGPING WANG

 	 	 
	Signature:  	/s/ Qingping Wang
 	 	 
	 
	GUANGZHOU WINCLICK INFORMATION 
TECHNOLOGY CO., LTD. [company seal]
 
	 



	 	 	 	 	 
	By:  	/s/ Xiaoxia Wu
 	 	 



 Name of Legal Representative: Xiaoxia Wu




Execution Page of THE EQUITY TRANSFER AGREEMENT








 









 








APPENDIX 1.




CONDITIONS PRECEDENT TO CLOSING


The Closing of the Proposed Equity Transfer is conditioned on the fulfillment of all of the
following conditions (or the waiver thereof in writing by the interested Party):





	 	1.1	 	Party A shall be responsible for:
	 
	 	 	 	executing all legal documents that Party A is required to execute in order to
complete the Proposed Equity Transfer (including but not limited to the equity
transfer documents that the competent administration for industry and commerce may
require to be executed).
	 
	 	1.2	 	Party B and the Company shall ensure that:






	 	(1)	 	the Company has secured all permits, approvals, licenses,
authorizations, etc. that are required by the law to conduct its business;
	 
	 	(2)	 	Party B and the Company have fulfilled their respective
obligations and undertakings herein, including the undertakings specified in
Article 5.2 to Article 5.4 hereof; the Company shall submit to
Party A a letter issued by the Company’s authorized representative, confirming
that as of the Closing Date, the Company has not been involved in any event
that causes or may cause any material adverse effect on the operation or
financial position
	 
	 	(3)	 	the representations and warranties of Party B continue to be
true, accurate, complete and not misleading in all aspects as on the execution
date hereof and the Closing Date.
	 
	 	(4)	 	Cheng Chen and Yu Zhang of Party B and all of the management
personnel or core technical personnel specified in Appendix 4 have
executed with the Company the employment contract with a term of at least 3
years to the satisfaction of Party A, the Intellectual Property Protection and
Non-Compete Agreement as set forth in Appendix 5 and the Non-Disclosure
Agreement as set forth in Appendix 6;
	 
	 	(5)	 	the Group Companies have executed employment contracts that are
in compliance with the legal requirements with all of their employees, and have
provided all the social insurance coverage and housing reserve fund required by
relevant laws. As for the employees with whom the employment contracts had been
executed prior to the execution date hereof, but for whom the Group Company had
not yet paid the social insurance premium and housing reserve fund according to
law, the Group Company has paid their social insurance premium and housing
reserve fund in supplement according to law;





APPENDIX 1






2









 









	 	(6)	 	the Company has rescinded the employment contracts, through
agreement, with Lianghua Dai, Yonghai Liu, Shengbin Wu, Aihua Zhang, Ying Bin,
Xiaoqiang Liu, Qianzhen Yang and Houyin Xiao and such employees have not any
claim against the Company;
	 
	 	(7)	 	Party A has completed the Due Diligence on the Group Company,
Party B and the Group Company have provided all the documents relating to the
Due Diligence as required by Party A, and the results of the Due Diligence are
satisfactory to Party A;
	 
	 	(8)	 	the Company has recovered at least 70% of all the accounts
receivable of the Company as of September 30, 2009, as verified by the
qualified CPA firm recognized by Party;
	 
	 	(9)	 	resolutions approving the Proposed Equity Transfer and the
corresponding amendments to the AoA have been adopted at a meeting of the
Company’s shareholders; the Company’s Restated AoA as set forth in Appendix
11 has been effectively approved and signed by the meeting of the
shareholders; Party B has waived said Party’s right of first refusal over the
Equity Interest to be transferred;
	 
	 	(10)	 	all other legal documents required to be executed by this
Agreement or required to be executed in order to complete the Proposed Equity
Transfer have been duly executed;
	 
	 	(11)	 	the procedures for the amendment of business registration in
respect of the transfer of the Company’s Equity Interest and other relevant
changes have been completed with the Registration Authority, for which Party A
shall extend its necessary collaboration;
	 
	 	(12)	 	the registration or filing procedures for the directors
appointed by Party A have been made with the Registration Authority;
	 
	 	(13)	 	Zhangshang Youyang and its shareholders have executed with the
Company a series of control agreements to the satisfaction of Party A,
including but not limited the Exclusive Business Cooperation Agreement,
Exclusive Technical Consulting and Service Agreement, Business Operation and
Shareholders’ Rights Consignment Agreement, Agreement for Right of First
Refusal, Equity Pledge Agreement and Intellectual Property Licensing Agreement,
and thus the actual interests of Zhangshang Youyang have been transferred to
the Company. The legal and financial advisors (“Listing Advisors”) appointed by
Party A have confirmed that such arrangement of control agreements will not
cause any hindrance to or adverse effect on Party A or its related companies in
consolidating the financial statements of the Group Company and applying for
listing. If, in the opinion of the Listing Advisors, such arrangement of
control agreements will cause any hindrance to or adverse effect on Party A or
its related companies in applying for listing, the executing parties of such
control agreements shall, as per requirement of the Listing Advisors, take all
necessary





APPENDIX 1



3









 






	 	 	 	actions (including but not limited to amendment and re-execution of such
control agreements so as to eliminate such hindrance or adverse effect.






	 	(14)	 	as per request of Party A, Cheng Chen and Yu Zhang have
transferred all of their respective equity interests in Zhangshang Youyang to
the persons designated by Party A and have completed the procedures for
registration of such equity transfer; Party A and its designated persons shall
extend necessary collaboration for the procedures for the above business
registration; the relevant agreements (including but not limited to the
relevant control agreements) relating to the change of Zhangshang Youyang’s
shareholders have been amended and revised and re-executed by the authorized
parties (if necessary);
	 
	 	(15)	 	the Company has transferred, prior to December 31, 2009, all
its equity interest in Guangzhou New Moon Computer Technology Co., Ltd to the
third parties that are not related to either Party B or the Company and the
procedures for alteration of business registration have be completed for such
equity transfer;
	 
	 	(16)	 	Cheng Chen, Yu Zhang and Qingping Wang have transferred, prior
to December 31, 2009, all their respective equity interests in Guangzhou Dongyi
Information Technology Co., Ltd to the third parties that are not related to
either Party B or the Company and the procedures for alteration of business
registration have be completed for such equity transfer;
	 
	 	(17)	 	WinClick (Nanjing) has secured the registration certificate of
social insurance;
	 
	 	(18)	 	Tianlang, Zhishu and Kaiyuan have secured the registration
certificate of social insurance and the annual inspection registration
certificate for labor insurance;
	 
	 	(19)	 	Tianlang has executed with China Mobile (Guangdong) Co., Ltd
the Agreement for WAP Business Measurement and Charge Consignment Service;
	 
	 	(20)	 	Xunyou has executed with China Mobile (Guangdong) Co., Ltd the
Agreement for WAP Business Measurement and Charge Consignment Service;
	 
	 	(21)	 	Zhishu has executed with China Mobile (Guangdong) Co., Ltd the
Agreement for WAP Business Measurement and Charge Consignment Service;





APPENDIX 1







4









 








APPENDIX 2.




REPRESENTATIONS AND WARRANTIES


In addition to the matters expressly disclosed in Disclosure Letter attached as Appendix
7(Disclosure Letter), Party B and the Company make to Party A on the execution date hereof and
the Closing Date the representations and warranties set forth below in respect of the following
matters; each representation or warranty shall be deemed as an independent representation or
warranty, and shall not (unless otherwise expressly indicated) be limited or constrained by any
other representation or warranty or any other provisions of this Agreement:





	1.	 	No conflict: The execution and performance of this Agreement by Party B and the
Company shall not breach or conflict with any of the provisions of the Company’s AoA or other
organizational documents of the Company or violate any mandatory laws or regulations of the
PRC. Party B and the Company have secured all third party approvals or authorizations
required for the transactions contemplated by this Agreement (including those of competent
government authorities).
	 
	2.	 	Valid existence of the Group Companies and Party B’s Equity: The Group Companies are
all duly established and validly limited liability companies, with their respective registered
capital already paid in full. All the corporate documents of the Group Companies, including
the minutes of meetings of Board and Shareholders’ meetings and the register of shareholders,
have been consistently and duly maintained, and have completely and accurately recorded all
matters that ought to be recorded in such documents. Party B is the lawful owner of the
Company’s Equity Interest, is entitled to the rights attaching to the Equity Interest and
shall undertake the corresponding obligations. Other than those disclosed by Party B and the
Company in the Disclosure Letter, no transfer, nomination, trust, pledge or any other manner
of Encumbrances of or on the Equity Interest exists in respect of the Equity Interest.
	 
	3.	 	Investments: the Company has no investment or subsidiary commercial organization
(including but not limited to subsidiaries, branches, offices or establishments; as well any
other entities directly or indirectly controlled by or in which the Company has an equity
interest, or any other entities in which the Company has an equity interest) other than
Zhangshang Youyang, Tianlang, Xunyou, Zhishu, Kaiyuan and WinClick (Nanjing).
	 
	4.	 	Competitive Businesses: the parties forming Party B and the Group Companies’
directors and senior management personnel have directly or indirectly held any direct or
indirect interests in any entity or sector that competes with or is similar to the Group
Company or in any sector that could compete with the business of the Group Company.
	 
	5.	 	Information Disclosure: All of the information contained in this Agreement, and all
other information given or provided by the Group Companies and Party B to
Party A or any of its representatives, employees or professional advisors during the
negotiations for this Agreement or any background check or other investigation conducted by
Party A (or its representatives) prior to the execution hereof is, at the time of
provision, and continues to be true, complete, accurate and not misleading in 





APPENDIX 2



5









 






	 	 	all respects.
There are no facts, things or matters that would make any such information untrue,
inaccurate or misleading that have not been disclosed to Party A, and there are no facts,
things or matters that are once disclosed would reasonably affect Party A’s intent to
purchase the Equity Interest or affect the provisions on which Party A’s intent to purchase
the Equity Interest is based.






	6.	 	Financial Report: The audited and unaudited financial reports of the Group Companies
as at December 31, 2009 (the “Balance Sheet Date”) set forth in Appendix 8 truthfully,
completely and accurately reflect the Company’s operations and financial position for the
relevant periods or on the relevant reference dates. All of the Group Companies’ audited
accounts and unaudited accounts have been prepared pursuant to the financial and accounting
systems specified in the relevant laws of the PRC with the consideration of the Company’s
actual circumstances, and truthfully and fairly reflect the Company’s financial and
operational conditions as at the relevant accounting dates. The Group Companies’ financial
records and information comply with the requirements of the PRC laws and statutes and satisfy
the PRC accounting standards.
	 
	7.	 	Undisclosed debts: Other than the debts set forth below, the Group Companies do not
have any debts that are not recorded on their balance sheets: (1) debts disclosed in the
Disclosure Letter; and (2) debts incurred in the ordinary course of business after the Balance
Sheet Date, that are not prohibited by this Agreement and shall not have a material adverse
effect on any shareholder of the Group Companies or the Group Companies themselves. Other
than those disclosed to Party A in the Disclosure Letter, the Group Companies have never
assumed any obligation in respect of a guarantee, mortgage, pledge or any form of security
provided to a third party nor ever created a mortgage, pledge or other security interest on
their property.
	 
	8.	 	Insurance Coverage:






	 	8.1	 	The Group Companies have insured all of its insurable assets for their entire
replacement value pursuant to the type(s) of insurance that are commonly taken out by
companies that engage in similar business or own similar assets. The insurance taken
out by the Group Companies includes casualty insurance, personal injury and death
insurance, third party liability insurance and other types of insurance commonly taken
out by such companies.
	 
	 	8.2	 	With respect to all such insurance:






	 	(i)	 	to date, the Group Companies have punctually paid all
premiums;
	 
	 	(ii)	 	the insurance taken out by the Group Companies on leased
immovable assets is presently valid, and if the Group Companies are
responsible for renewing such insurance, such insurance policies satisfy the
requirements in respect of the lease of any immovable assets in all respects;
	 
	 	(iii)	 	all insurance policies are fully valid; neither the Group
Companies nor their representatives have committed any act or omission, made
an erroneous representation or failed to disclose an event that could render




APPENDIX 2




6









 






	 	 	 	such insurance policies revocable, or undertaken any action that could render
such insurance polices invalid or unenforceable due to a violation of the law
or other reason, or undertaken any action that breaches the terms, conditions
or warranties of any insurance policy thereby giving an insurance company the
right to refuse to pay all or part of any claim under such policy;






	 	(iv)	 	with respect to each insurance policy, there are no special
or unusual limitations, terms, exceptions or restrictions, the premiums
payable do not exceed the normal premium rates and there are no circumstances
existing that could cause an increase in the premiums; and
	 
	 	(v)	 	the Group Companies do not have any outstanding claims, and
no circumstances exist that could give rise to any claim.






	9.	 	Capital structure: The Group Companies’ AoA and AoA amendments registered with the
Registration Authority are consistent with the Group Companies’ AoA and AoA amendments
provided to Party A by Party B, and accurately and completely reflect the Group Companies’
capital structure prior to the Closing. The Group Companies have never in any manner
whatsoever undertaken to issue or actually issued to any third party any of the Group
Companies’ equity interest, shares, bonds, options or rights or interests of identical or
similar nature other than the Equity Interest.
	 
	10.	 	No change: During the period between the Balance Sheet Date and the date of execution
of this Agreement, none of Group Companies has carried out any of the following acts, unless
otherwise provided herein or disclosed by Party B and the Company to Party A in the Disclosure
Letter and approved in writing by Party A:






	 	10.1	 	prepaid any debt;
	 
	 	10.2	 	provided security to a third party in the form of a guarantee or created a
mortgage, pledge or any other form of Encumbrances on its property;
	 
	 	10.3	 	released any third party from a debt to the Group Companies or waived any
right of recourse;
	 
	 	10.4	 	amended any existing contract or agreement;
	 
	 	10.5	 	paid a bonus to any management officers, directors, employees, sales
representatives, agents or advisors of the Group Companies or increased their income
in any manner, or changed their remuneration or benefits in any manner;
	 
	 	10.6	 	incurred any loss (insured or not) or experienced any change in the
relationship with any supplier, client or employee whereby such loss or change would
have a material adverse effect on the Group Companies;
	 
	 	10.7	 	revised the Group Companies’ accounting methods, policies or principles, or
financial and accounting rules and systems;




APPENDIX 2




7









 







	 	10.8	 	transferred or licensed any of the Group Companies’ intellectual property
rights to any third party(ies) other than in the ordinary course of business;
	 
	 	10.9	 	made a material revision or alteration to the Group Companies’ sales practice
or accounting method, or a material change in the Group Companies’ employment
policies, rules or regulations;
	 
	 	10.10	 	experienced any material adverse change in the Group Companies’ financial
position or sustained any liability arising from a transaction conducted other than in
the ordinary course of business;
	 
	 	10.11	 	adopted any shareholders’ resolution or board resolution different from
those relating to conventional matters discussed and adopted at annual shareholders’
meetings of the Group Companies, other than resolutions adopted for the purpose of
performing this Agreement;
	 
	 	10.12	 	declared, paid, distributed or committed to, or be in the process of
declaring, paying or distributing or committing to any dividends, bonuses or other
forms of shareholder distribution;
	 
	 	10.13	 	(i) undertaken any asset sale, mortgage, pledge, lease, assignment or other
disposal other than in the ordinary course of business whereby the total transaction
amount exceeds Renminbi One Hundred Thousand (RMB100,000); (ii) disposed of any fixed
assets or approved the disposal or acquisition of any fixed assets of the Group
Companies other than in the ordinary course of business, relinquished any rights in
any of the assets owned by the Group Companies, entered into any contract that
resulted in the alienation of any fixed assets or gave rise to any other liabilities;
(iii)
made any expenditure exceeding Renminbi One Hundred Thousand (RMB100,000) in total
or any purchase of tangible or intangible assets (including equity investment in
any company) other than in the ordinary course of business the value of which
exceeds Renminbi One Hundred Thousand (RMB100,000);
	 
	 	10.14	 	undertaken any transaction or act other than in the ordinary course of
business; or
	 
	 	10.15	 	committed any act or omission that could lead to any of the aforementioned
circumstances.






	11.	 	Taxation: The Group Companies have punctually paid all taxes and government charges,
made all filings, issued all notices and provided all other information that it is required to
provide to any taxation authority or other government agency by the deadlines specified in the
relevant laws. All such information is complete and accurate in all material respects; and
all filings and notices are complete and accurate in all material respects and are made and
issued on the appropriate basis. The Group Companies are not required to pay any taxes in
arrears, pay surtaxes or accept other tax investigations, there are no facts that could
trigger such an investigation, it has not received or no notice has been issued for the
recovery taxes from the Group Companies by any third party or of a dispute concerning any tax
break provided to the 




APPENDIX 2




8









 






	 	 	Group Companies. The Group Companies are not or have ever been liable
to pay interest on outstanding taxes.






	12.	 	Assets:






	 	12.1	 	A specific breakdown of all of the fixed and intangible assets lawfully owned
and used by the Group Company is set forth in item 12 of the Disclosure Letter.
	 
	 	12.2	 	All such assets are occupied (if they can be so occupied) by the Group
Company or under the Group Company’s control, or the Group Company has the right to
occupy or control the same. All such assets are located in the PRC.
	 
	 	12.4	 	The assets owned or leased by the Group Company constitute all of the
property, rights and assets required by it to fully and effectively carry on its
existing business or to facilitate its engagement in business.






	13.	 	Immovable assets: The Group Company does not have any real estate or related rights,
interests or obligations. However, it does have valid and binding lease interests; such lease
interests are intact and free and clear of any Encumbrances and no third party has asserted
that it has rights or interests of senior priority in such lease interests. With respect to
the property or assets leased by the Group Company that have a substantive connection with its
operations, the Group
Company is in compliance with the lease terms therefore, has valid lease interests in such
assets, and they are free and clear of any liens, Encumbrances or security interests or of
claims by any third party other than the lessor of such property or assets.
	 
	14.	 	Contracts:






	 	14.1	 	All the existing and valid contracts or agreements with the Group Company as
one party are set forth in Paragraph 14.1 of the Disclosure Letter. Party B
and the Company have, as required by Party A, provided to Party A or third parties
designated by it photocopies, that are true to the originals, of all of the Company’s
existing and valid written contracts with an estimated amount of over RMB 200,000 Yuan
and warrant that all such contracts are valid and enforceable by law.
	 
	 	14.2	 	None of the business contracts entered into by the Group Company has become
invalid, been rescinded or granted the counterparty the right to unilaterally
terminate the same pursuant to the provision of any laws.
	 
	 	14.3	 	The Group Company is not and has never been a party to a contract, agreement,
undertaking or arrangement as set forth below:






	 	(i)	 	a contract, arrangement or undertaking outside the ordinary
course of business;
	 
	 	(ii)	 	a contract, arrangement or undertaking not entirely reached
on an equitable and commercial basis;




APPENDIX 2




9









 








	 	(iii)	 	a loss-making contract, arrangement or undertaking (i.e. one
that is known to potentially result in a loss once performed);
	 
	 	(iv)	 	a contract, arrangement or undertaking that would be
impossible without any difficulties to complete or perform on schedule without
the commitment of particularly large or unusual expenditures or efforts; or
	 
	 	(v)	 	a contract, arrangement or undertaking not signed by the
Group Company as a party but that is, in fact, being performed by the Group
Company.






	 	14.4	 	The Group Company is not in breach of any of the terms or obligations under
any contract, agreement or document to which the Group Company is a party or which is
binding on the Group Company.






	15.	 	Intellectual property: Other than those that have been disclosed to Party A in the
Disclosure Letter, the Group Company has the lawful ownership of or the right to use all of
the intellectual property (including but not limited to patents, trademarks, copyrights,
proprietary technologies, domain names and trade secrets, etc.) that it currently uses, and
the Group Company has secured all necessary authorizations and licenses for the intellectual
property rights (including but not limited to copyright licenses for the value added services
that it provides) used in its business activities, but owned by third parties. The Group
Company has not infringed any intellectual property, trade secrets, proprietary information or
other similar rights of third parties and there are no pending or threatening claims for
damages, disputes or legal proceedings in respect of the Group Company’s infringement of the
intellectual property, trade secrets, proprietary information or other similar rights of any
third parties. The trademarks, patents, software copyrights and domain names owned by the
Group Company have been duly registered in accordance with the law. The information regarding
the intellectual property that the Group Company owns or has the right to use as set forth in
Schedule 2 of Appendix 3 is true, accurate, complete and not misleading.
	 
	16.	 	Litigation: None of the circumstances set forth below that could have a material
adverse effect on the Group Company or the formation, validity and enforceability of this
Agreement or the Proposed Equity Transfer under this Agreement exists (regardless whether it
is completed, pending or threatening or not):






	 	16.1	 	sanctions or restrictions imposed on the Group Company by China Mobile or any
organization that has the capacity to restrict or materially affect the Group
Company’s business;
	 
	 	16.2	 	a penalty, injunction or order against the Group Company by a competent
government authority; or
	 
	 	16.3	 	a civil, criminal or administrative action, arbitration or other similar
proceeding or dispute against or with the Group Company.






	17.	 	Legal Compliance:




APPENDIX 2




10









 







	 	17.1	 	The business currently engaged in by the Group Companies complies with the
current and valid laws, statutes, regulations and other administrative regulations
issued by competent state government authorities, especially those on the telecom
business (hereinafter collectively referred to as “Statutes”), and the Group
Companies have not violated any Statutes, such as would lead to a material adverse
effect on the business or assets operated by the Group Companies. In particular,
Zhangshang Youyang has filed and registered its local businesses with the local
provincial administration of communication according to the Statutes.
	 
	 	17.2	 	All the permits required for the businesses of the different Group
Companies, including but not limited to the value-added telecom business license,
have been obtained and continue to be valid or renewed according to law and have been
complied with. No pending or anticipated inspection or investigation exists which may
lead to suspension, cancellation, amendment or withdrawal of any permit. None of the
permits has been violated or may be suspended, cancelled, rejected, amended or
withdrawn (regardless whether it is due to the execution or performance of the
Agreement or other reasons or not).






	18.	 	Employees: In its Paragraph 18, the Disclosure Letter sets forth the basic
particulars of all of the Group Companies’ employees (including but not limited to the name,
age, position, employment contract term, salary or wage level, details on the payment of
social insurance, etc.). Other than as disclosed to Party A in the Disclosure Letter:






	 	18.1	 	the employment of staff by the Group Companies has complied with the
applicable labor laws and regulations;
	 
	 	18.2	 	there are no labor disputes or controversies or potential labor disputes or
controversies existing between the Group Companies and its current or former
employees;
	 
	 	18.3	 	the Group Companies do not have any severance pay outstanding and owing due
to the termination of the employment with an employee and are not under obligation to
pay similar compensation or damages in connection with the employment with an
employee;
	 
	 	18.4	 	all the Group Companies have paid in full and/or withheld in accordance with
relevant laws and statutes pension, housing, medical, unemployment, family planning
and all other social insurance premiums and housing reserve fund payable as specified
in relevant laws or agreements, and no existing or potential dispute exists in respect
of such social insurance premiums and housing reserve fund;
	 
	 	18.5	 	none of the Group Companies has any equity bonus, stock option, profit
sharing or other similar incentive arrangements in connection with the Group Companies
and any existing or former employees; and
	 
	 	18.6	 	except for the social insurance and housing reserve fund mandatorily required
by the laws and regulations of the PRC, none of the Group Companies has any 




APPENDIX 2




11









 






	 	 	 	rules or
measures on on-duty, retirement or endowment welfare or insurance of the employees;






	19.	 	Effect of Equity Transfer: The execution or performance of the Agreement will not or
is likely to cause the Group Companies to any of their existing rights or
beneficial interests, or cause any person in normal business contact with the Group
Companies not to continue with such business contact on the same basis, or cause any senior
employee of the Group Companies to resign.
	 
	20	 	License






	 	20.1	 	Tianlang has completed the procedures for alteration of business registration
and alteration registration of other basic licenses and certificates, and it business
license, organization code certificate, taxation registration certificate and
value-added telecom business license all show the address of Tianlang at Room 232, No.
2 Data Industrial Zone, Kexin Road, Tianhe District, Guangzhou;
	 
	 	20.2	 	Xunyou has completed the procedures for alteration of business registration
and alteration registration of other basic licenses and certificates, and it business
license, organization code certificate, taxation registration certificate and
value-added telecom business license all show the address of Xunyou at Room 256, No. 2
Data Industrial Zone, Kexin Road, Tianhe District, Guangzhou;
	 
	 	20.3	 	Zhishu has completed the procedures for alteration of business registration
and alteration registration of other basic licenses and certificates, and it business
license, organization code certificate, taxation registration certificate and
value-added telecom business license all show the address of Zhishu at Room 224, No. 2
Data Industrial Zone, Kexin Road, Tianhe District, Guangzhou;
	 
	 	20.4	 	Kaiyuan has completed the procedures for alteration of business registration
and alteration registration of other basic licenses and certificates, and the business
license, organization code certificate, taxation registration certificate and
value-added telecom business license all show the address of Kaiyuan at Room 279, No.
2 Data Industrial Zone, Kexin Road, Tianhe District, Guangzhou;
	 
	 	20.5	 	Zhangshang Youyang has executed with China Mobile (Jiangsu) Co., Ltd the Cooperative Agreement
for China Mobile Game Business SP Products, and with China Mobile Communication Co., Ltd the
Cooperative Agreement between China Mobile and Mobile Online Business WAP Service Provider;





APPENDIX 2





12











 





APPENDIX 3.




Schedule 1: Information of Value-added Telecom Business Permits of Group Companies



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company’s Name	 	Permit No.	 	Legal 
Representative	 	Type of Business	 	Attachment	 	Certificate 
Issued on	 	Valid up to	 	Business 
Coverage
	Guangzhou WinClick
Information
Technology Co., Ltd

	 	Y B2-20070176
	 	Xiaoxia Wu
	 	Mobile net and
Internet
information service
	 	Internet service items: online
business,
industrial information
	 	April 12, 2008
	 	June 15, 2012
	 	Guangdong Province
	Guangzhou Kaiyuan
Digital Technology
Co., Ltd

	 	Y B2-20060022
	 	Hailin Wu
	 	Mobile net and
Internet
information service
	 	Internet service
items: online
business,
industrial
information, e-mail
	 	April 12, 2008
	 	January 15, 2011
	 	Guangdong Province
	Guangzhou Tianlang
Network Technology
Co., Ltd

	 	Y B2-20065081
	 	Hailin Wu
	 	Mobile net information service
	 	Nil
	 	April 17, 2009
	 	April 20, 2011
	 	Guangdong Province
	Guangzhou Xunyou
Digital Technology
Co., Ltd

	 	Y B2-20060369
	 	Yu Zhang
	 	Mobile net and
Internet
information service
	 	Internet service
items: online
business,
industrial
information, search
engine, recreation
and entertainment,
webpage fabrication
	 	May 15, 2008
	 	May 31, 2011
	 	Guangdong Province
	Guangzhou Zhishu
Communication Co.,
Ltd

	 	Y B2-20060611
	 	Xiaowei Liu
	 	Mobile net and
Internet
information service
	 	Internet service
items: online
business,
industrial information
	 	May 15, 2008
	 	September 29, 2011
	 	Guangdong Province
	Beijing Zhangshang
Youyang Network
Information
Technology Co., Ltd

	 	B2-20050175
	 	Yu Zhang
	 	Information service
in Category 2
Value-added Telecom
Business (exclusive
fixed telephone
information service
and Internet
information
service)
	 	Nil
	 	July 8, 2008
	 	June 9, 2010
	 	Nationwide
	WinClick
Information
Technology
(Nanjing), Co., Ltd

	 	J B2-20050175
	 	Cheng Chen
	 	Information service
in Category 2
Value-added Telecom
Business (exclusive
fixed telephone
information service
and Internet
information
service)
	 	Nil
	 	July 22, 2009
	 	July 21, 2014
	 	Jiangsu Province






					
	 	 	 	 	 
	 
	 	Schedule 1 of APPENDIX 3
	 	 13






 









 






Information of Annual Inspection for Value-added Telecom Business Permits of Group Companies




	 	 	 	 	 
	Period of Submittals
for Annual Inspection

	 	Period for Supplemental Submittals
	 	Date of Approval
	January ~ March of each year

	 	April ~ May of each year
	 	April ~ June of each year






					
	 	 	 	 	 
	 
	 	Schedule 1 of APPENDIX 3
	 	14






 









 






APPENDIX 3




Schedule 2: Intellectual Property




	(1)	 	Domain Name





	 	 	 
	Domain Name	 	Expiry Date
	winclick.cn
	 	November 19, 2012
	wapkoo.net
	 	June 14, 2012
	wanker.cn
	 	March 16, 2012
	lu51.cn
	 	July 28, 2010
	e651.cn
	 	July 28, 2010
	downmo.cn
	 	June 6, 2010







	(2)	 	On November 7, 2007, the Company applied to SAIC Trademark Office for “WinClick”,
“WinClick Media” and pattern of frame plus pair-hook as trademarks respectively in Category 35
“Advertisement, Industry Operation, Industry Management and Office Affairs” and Category 42
“Science and Technology Service and relevant Research and Design Service, Industrial Analysis
and Study, Design and Development of Computer Hardware and Software”. According to the Notice
on Acceptance of Registration Application issued by SAIC Trademark Office on December 4, 2007,
the above applications were accepted. According to the Notice on Rejection of Trademark issued
by SAIC Trademark Office on November 30, 2009, the application for trademark registration of
the frame plus pair-hook in Category 42 was rejected.





					
	 	 	 	 	 
	 
	 	Schedule 2 of APPENIX 3
	 	15






 









 






APPENDIX 4.




LIST OF SENIOR MANAGEMENT PERSONNEL



	 	 	 	 	 	 	 
	Sector	 	Position	 	Name	 	In Service Since
	President Office
	 	CEO
	 	Cheng Chen
	 	March 1, 2007
	President Office
	 	COO
	 	Yu Zhang
	 	October 1, 2009
	President Office
	 	Director
	 	Xiaowei Liu
	 	March 1, 2007
	Wireless Media Dept
	 	Director
	 	Xiaoxia Wu
	 	March 1, 2007
	Technical Dept
	 	Director
	 	Junfei Ou
	 	May 8, 2007
	Value-added
Business Dept
	 	Director
	 	Linhe Zhang
	 	October 1, 2009
	Finance Dept
	 	Manager
	 	Juan Zhang
	 	March 1, 2007
	President Office
	 	Assistant to President
	 	Hai Su
	 	March 1, 2007
	General Office
	 	Manager
	 	Huiying Niu
	 	March 29, 2007






					
	 	 	 	 	 
	 
	 	APPENDIX 4
	 	16






 









 






APPENDIX 5.




INTELLECTUAL PROPERTY PROTECTION AND NON-COMPETITION AGREEMENT



					
	 	 	 	 	 
	 
	 	APPENDIX 5
	 	17







 











 





Appendix 5




Intellectual Property Protection and Non-competition Agreement


Party A: Guangzhou WinClick Information Technology Co., Ltd.



Party B: _________, ID Card No.: _________



Whereas, Party B is a professional engaged by Party A as _________; the work conducted by Party B
will be involved in patent rights, know-how, copyrights, computer software, database, trademark
rights and other intellectual property rights; the Agreement is hereby made in order to protect
Party A’s intellectual property and specify either party’s rights and obligations.



Article 1 For the purpose of the Agreement, “Intellectual Property” means any kind of registered or
unregistered rights (especially, including copyrights), patents for which registration application
is made, patent application rights, trademarks, service marks, logos, images, trade names, Internet
domain names, design rights, copyrights (including those to computer software), database rights,
semiconductor blueprint rights, utility models, know-how, trade secrets, inventions and creations
(whether protected by the Patent Law) and other Intellectual Property rights protected by the
Patent Law, the Copyright Law, the Trademark Law, the Trade Secret Law or other laws, no matter
what carriers are.



Article 2 In case of any of the following circumstances, titles to the Intellectual Property
achieved by Party B, whether independently or jointly with others, and all relevant materials shall
vest in Party A exclusively all over the world. Party B agrees to transfer any and all rights and
interests (including, but not limited to, rights to apply for patents, rights of authorship, rights
of license and rights of rewards) as to service invention-creation to Party A, completely and free
of charge:





	 	1.	 	the Intellectual Property achieved in his work during the employment period,
except for copyrights;
	 
	 	2.	 	copyrights in connection with teaching which are achieved in his work
during the employment period and transferred to Party A at the agreed price;
	 
	 	3.	 	the Intellectual Property developed in performing the tasks other than
those assigned by Party A;
	 
	 	4.	 	the Intellectual Property (whether patent, trademark or other rights of
which may be applied) achieved in connection with Party A’s business (whether related
to Party B’s performance of his duties) within one year after quit, retirement or
position transfer;
	 
	 	5.	 	the Intellectual Property achieved mostly in virtue of Party A’s funds,
equipments, parts, raw materials or other technical information, technical materials,
resource information and trade secrets which will not be disclosed.






Party B further agrees that Party B hereby grants an exclusive, volunteer, transferable,
irrevocable and worldwide license (including sublicense to sub-licensees at multiple
levels) to Party A to implement the non-transferable rights, titles and interests where
Party B is unable to transfer the aforesaid Intellectual Property or any of the rights and
interests thereon to Party A according to the laws. Where any of the rights, interests and
titles to or relating to such inventions can neither be transferred to Party A from Party
B



APPENDIX 5





18









 






nor be licensed to Party A, Party B shall waive all claims, and agree irrevocably and
forever not to claim, to any right, title and interest in connection with the
non-transferable and non-licensable right of Party A or its assigns.


Article 3 Perfection of Relevant Rights





	 	3.1	 	Party B agrees that Party B will, at Party A’s requirements, execute relevant
documents or provide necessary assistances during the employment or within two (2)
years after his demission, so that Party A may obtain or maintain legally the title to
such Intellectual Property.
	 
	 	3.2	 	Where Party A cannot obtain any of the necessary documents above for any reason
whatsoever or any of such documents bears no signature of Party B, Party B hereby
confirms to designate and appoint irrevocably Party A and its duly authorized senior
officer(s) and agent(s) as Party B’s actual agent(s) to represent and substitute for
Party B:






	 	(a)	 	to execute, deliver, apply, register and transfer the record of any
such application;
	 
	 	(b)	 	to execute and deliver any document necessary for enforcement of
such documents; and
	 
	 	(c)	 	to conduct all other legal activities, to urge delivery,
application, registration, record transfer, execution and enforcement of patents,
copyrights, trade secrets and other titles in connection with service inventions,
which shall have the equal legal force with those executed by Party B in person.






	 	3.3	 	Except with Party A’s written consent, Party B shall have no right to, directly or
indirectly,






	 	(a)	 	copy, adapt, modify, translate, produce, market, publish (issue),
distribute, sell, license or partially license, transfer, lease, transmit, show
or use any of the aforesaid Intellectual Property or any of relevant duplicates
in any part of in any form;
	 
	 	(b)	 	use the aforesaid Intellectual Property or any of relevant
duplicates in any part of in any form to create derivative works, permit
electronic access or read or store any computer memory;
	 
	 	(c)	 	procure other persons to conduct any of the aforesaid activities.




Article 4 Party B undertakes to use at any time the Intellectual Property as mentioned in Article 1
hereof in the way required by Party A only for Party A’s interests; without Party A’s written
authorization, Party B shall not dispose of/deal with the Intellectual Property in any way. Party B
shall stop immediately using such Intellectual Property upon rescission or termination of the
employment relationship with Party A.



Article 5 Party B undertakes that, after rescission or termination of the employment relationship
between the Parties, Party B will not represent he is Party A’s employee or he has the right to do
on behalf of Party A, and that Party B may not misappropriate, use, copy or take away in any way
(whether paid or not, directly or indirectly) any document or material to which Party A owns the
Intellectual Property, except with Party A’s prior written consent.




APPENDIX 5






19









 







Article 6 Where Party B fails to abide by the aforesaid terms hereof but steals, discloses or
infringes the “Intellectual Property” as mentioned herein, it constitutes violation of professional
ethics or infringement of Party A’s Intellectual Property, in which case Party B shall compensate
for all legal liabilities and all losses to Party A arising therefrom.



Article 7 Party B undertakes not to infringe the “Intellectual Property” as mentioned in Article 1
hereof or the Intellectual Property of any third person during the employment; otherwise, Party B
shall assume corresponding legal liabilities and economic compensations arising therefrom.



Article 8 Party B represents that it has not executed with any third person any contract containing
“non-competition” article, or that it has been released from such “non-competition” obligation in
an appropriate way with the third person with which it executed “non-competition” article.





	 	 	 	“Non-competition” article as mentioned above means the clause specified by any third person
to restrict Party B’s engagement in Party A’s current business.
	 
	 	 	 	Where Party B breaches such representation, which results in the fact that Party A is
accused by the third person of joint infringement, Party B shall assume the corresponding
legal liabilities and economic compensations arising therefrom.




Article 9 During the employment period and within two (2) years after rescission or termination of
the employment relationship with Party A, Party B may not, directly or indirectly, or via his
related parties:





	 	1)	 	take part in, or provide other persons with, any consulting service or other
assistances, directly or indirectly, in his own name or as the representative of another
individual or organization, to help other persons to engage in any competitive activity,
except with Party A’s prior written consent;
	 
	 	2)	 	incite, entice, instigate or procure otherwise any of Party A’s employees to
terminate the employment relationship with Party A, except for the activities taken by
Party B with Party A’s written consent during relevant period for performance of its
duties; or
	 
	 	3)	 	incite, entice, instigate or procure otherwise any of Party A’s suppliers,
contractors or clients to terminate the cooperation relationship with Party A, or conduct
any activity which may create advertise effect upon the cooperation relationships between
Party A and such suppliers, contractors or clients.
	 
	 	 	 	For the purpose of the Agreement, “Competitive Activity” includes, but not limited to, the
activities as follows: 1) businesses which are the same, competitive or similar with that
have been, being conducted or will conduct by Party A; 2) sale, by means of direct sale or
distribution via network, transaction or otherwise, of the products which are competitive
or similar with those distributed, transacted or sold by Party A; 3) provision in any way
of the services which are competitive or similar with those provided by Party A; the
aforesaid products or services include any product or service which is being developed by
Party A or which is being planned or developed within the term of the Agreement; 4)
holding a post in any entity which engages in





APPENDIX 5




20









 






	 	 	 	the same or the competitive businesses with Party A, or which has other interest
relationship with Party A.




Article 10 In consideration of Party B’s performance of non-competition obligation after demission,
the Parties may negotiate about a solution that Party A pays the non-competition compensations (not
less than 50% of total amount of monthly salary before tax in the year before Party B’s demission)
on a monthly basis to Party B for the duration of non-competition. However, to the extent permitted
by the applicable Chinese laws, Party A will not pay the non-competition compensations to Party B
in the case that the latter is dismissed by Party A due to violation of the Contract. For the
avoidance of doubts, the non-competition compensation shall not be the obligation of Party A unless
Party A demands Party B to abide by the non-competition clause when Party B quits. Where Party A
cannot pay or stop paying the non-competition compensation, Party B shall not perform the
non-competition obligation after demission from the non-payment day or the suspension day.



Article 11 “Non-competition” obligation and relevant economic compensations as mentioned in
Articles 9, 10 and 11 hereof shall be subject to Party A’s decision prior to Party B’s demission.
Party A will evaluate its Intellectual Property, trade secrets and other confidential information
possessed by Party B and the non-competition obligation prior to Party B’s demission and issue a
document to Party B according to the evaluation result. Party A shall pay the non-competition
compensations to Party B according to Article 10 hereof if Party A requires Party B to perform the
non-competition obligation. In case of violation of non-competition clause, Party B shall pay Party
A the penalty which is equal to three times non-competition compensations paid to Party B.



Article 12 Party A may transfer the Agreement to any of its subsidiaries, branches or
representative offices. When Party B is transferred among such entities, the Agreement shall be
transferred automatically to the new employer, without further document signed by Party B. if the
new employer requires, the Parties may negotiate about a new agreement.



Article 13 The Agreement, as the necessary document to Party A’s employment of Party B, shall take
effect with signatures and seals of the Parties as of the effective date of the Employment
Contract. The Agreement shall be written in Chinese in two copies, one for either party. The
Agreement shall remain effective during Party B’s employment by Party A and within five (5) years
after termination or rescission of the employment relationship between the Parties. Party A shall
rescind or terminate the Agreement in a written form.



Article 14 Unless otherwise contrary provisions in laws and regulations, neither party nor its
agent may make any public statement concerning the Agreement, or any other document or subsequent
documents concerning the matters of the Agreement, except with the prior written consent of the
other party (such content may not be withheld without reasons).



Article 15 Headings of all articles of the Agreement are inserted only for convenience of reading
and may not interpret or affect the meanings of the Agreement in any way.



Article 16 Notice: all notices, demands, requests, acknowledges or other communications in
connection with the Agreement must be in writing and sent to the addressee’s address as follows (or
other address notified in writing) in person, by carrier or registered letter with receipt. A
notice, demand, request, acknowledge or



APPENDIX 5






21









 







other communication in connection with the Agreement shall be deemed served: 1) upon delivery in
case of delivery in person; 2) three (3) days after delivery to the carrier in case of delivery by
carrier; if it is served within three (3) days, the actual service day shall apply; 3) five (5)
days after mailing in case of service by registered letter (or airmail letter sent abroad); if it
is served within five (5) days, the actual service day shall apply.




	 	 	 	 	 	 	 	 
	 	 	To:	 	Guangzhou Winclick Information Technology Co., Ltd.
	 

	 	 	 	Add.:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Attn.:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tel:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Fax:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	To:	 	 
	 

	 	 	 	Add.:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tel:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Fax:	 	 
	 

	 	 	 	 	 	 





Article 17 The Agreement, as the appendix attached to the Employment Contract, shall be
governed and protected by the laws of the People’s Republic of China. Where the Parties encounter a
dispute which cannot be settled through negotiation, either party may apply to Beijing Labor
Dispute Arbitration Commission for arbitration in accordance with the laws. In case of disagreement
with the arbitral awards, the party concerned may apply to the competent court for judgment. The
disputes about protection of the Intellectual Property may also be subject to the jurisdiction of
the competent court directly.




[Executive Page Attached]




APPENDIX 5





22









 








(Executive Page)




	 	 	 
	Party A: Guangzhou Winclick Information Technology Co., Ltd.

	 	Party B:
	 
	 	 
	Representative:
	 	 
	 
	 	 
	Signature:

	 	Signature:
	 
	 	 
	Date:
	 	 
	 
	 	 
	Place:
	 	 






[Execution Page of Intellectual Property Protection and Non-competition Agreement]






APPENDIX 5






23









 








APPENDIX 6.




NON-DISCLOSURE AGREEMENT


 APPENDIX 6




24









 





Appendix 6




Confidentiality Agreement


Party A: Guangzhou WinClick Information Technology Co., Ltd.



Party B: _________, ID Card No.: _________



Whereas, Party B is an employee of Party A; Party B will or may touch trade secrets, technical
secrets or other confidential information of Party A or its associated companies during performance
of the duties assigned by Party A; Party B understands and agrees on the following articles
concerning protection of Party A’s Confidential Information.



For the purpose of the Agreement, “Confidential Information” refers to commercial, technical and
management information which is not in public domain but confidential because it can create
interests and actual value to Party A or other persons, as well as confidential information in any
other form. During employment of Party A or in connection with the employment relationship between
the Parties, Party A’s commercial, technical and management information received by Party B,
whether tangible or intangible, and other confidential information in any other form, includes, but
not limited to, Party A’s following information, whether such information is obtained by Party A
independently or from other parties:





	 	1.	 	patent technologies;
	 
	 	2.	 	non-patent technologies;
	 
	 	3.	 	know-how;
	 
	 	4.	 	short- term and long-term commercial and product plans and strategies, market
research and relevant predicted information;
	 
	 	5.	 	information about operation, plans, marketing or technologies, including Party
A’s ad-planning, marketing strategy, channels and performance;
	 
	 	6.	 	present and future product description, design, cost, pricing, profit, strategy,
schedule, order, product release and market share;
	 
	 	7.	 	various technical data in connection with product development and manufacture,
materials and drawings concerning technologies, techniques and design, and structure
chart, circuit diagram, assembly drawing, operation instruction and supported software
concerning all products;
	 
	 	8.	 	financial information, including income statement, sales, budget and financial
plans, various financial reports, statistic reports and financial index, etc.;
	 
	 	9.	 	technical information relating to client demands, layout tricks, production,
testing, failure checking, quality and computer programmes;
	 
	 	10.	 	detailed personnel information such as personnel planning, list of employees,
phone numbers, emails, positions, report relationship, duty description, skills, salary,
remunerations, bonus and others;





 APPENDIX 6




25









 






	 	11.	 	lists of present and prospective clients and cooperators, contact methods,
information received by Party A from a third person (clients and cooperators) on the
basis of the confidential agreement, and contracts, agreements and orders between Party
A and such third person;
	 
	 	12.	 	materials in Party A’s other documents, marked with “Party A’s Proprietary
Secrets”, “Party A’s Confidential Information” and “Only for Internal User” or other
similar words;
	 
	 	13.	 	Party A’s teaching methods, management methods and other secrets which Party B
receives during work and shall keep confidential;
	 
	 	14.	 	all materials, computer software materials, computer hardware & equipment
materials concerning all Party A’s intellectual property rights;
	 
	 	15.	 	computer data, internal files, design and function specifications, development
plans, implementation schedule and relevant results;
	 
	 	16.	 	various records and documents about the board of directors and the manager
meetings;
	 
	 	17.	 	proprietary or confidential information of a third party which Party A obtains
from the third party that expresses that such information may be used for certain
restricted purposes only and requires Party A to keep confidential; and
	 
	 	18.	 	other matters as Party A deems confidential.




Confidential Information as mentioned above excludes any information which Party B receives from a
third person legal channel or public areas or which Party B has touched.




          It is agreed as follows in order to protect Party A’s Confidential Information:





	 	 	Article 1 Party B acknowledges that Party A’s Confidential Information is of valuable property
which is not in public domain, can satisfy commercial and industrial purposes and create economic
interests to Party A.
	 
	 	 	Article 2 Party B is aware that Party A has established and taken the systems and measures for
protection of the Confidential Information. Party B undertakes to abide by and observe such
systems and measures.
	 
	 	 	Article 3 Party B is aware that disclosure or exposure of Party A’s Confidential Information
without Party A’s authorization will damage Party A’ just rights and interests and may cause Party
B or the third person receiving such Confidential Information obtains unfair interests.
	 
	 	 	Article 4 Party B undertakes that, at any time during employment of Party A and after termination
of the employment relationship, Party B will not dispose all or part of Party A’s Confidential
Information, directly or indirectly, except with Party A’s prior written consent, or unless Party
B can provide sufficient evidence to prove such information is in public domain legally:






	 	1.	 	disclosure, exposure, copy or distribution to any person unauthorized
by Party A;
	 
	 	2.	 	release or issue on any public media unauthorized by Party A;
	 
	 	3.	 	reuse in any way for Party B’s own goals or for other persons’
interests.





 APPENDIX 6




26









 










Article 5 Party B undertakes that, at any time during employment of Party A and after termination
of the employment relationship, Party B will not transmit, or help transmit, any confidential
material containing Party A’s Confidential Information to any other place from Party A’s site,
except with Party A’s prior written consent. “Transmission” as mentioned herein includes, but not
limited to, material transfer, illegal duplication, information transmission via all communication
means or network media, etc.



Article 6 Party B undertakes that Party B’s duplication of any document containing Party A’s
Confidential Information during his employment by Party A shall be only for performance of his
duties and that Party B shall abide by Party A’s confidentiality system during duplication.



Article 7 Before termination or rescission of the employment relationship between the Parties,
Party B shall destroy or return Party A’s named receiver(s) according to Party A’s requirements
all materials, originals and copies of all documents or articles, all devices, files, data,
records, reports, lists, business correspondences, instructions, diagrams, design drawings,
drafts, raw materials, equipments, other documents or properties and all articles to be returned
to Party A which Party B masters, controls and manages. Party B may not go through the procedures
for position transfer or demission until Party B has handed over his work to Party A or its
appointed persons or departments.



Article 8 Unless otherwise licensed in writing, Party A has not granted Party B any license to use
any trade secret or intellectual property (including patents, trademarks, copyrights and
know-how), or granted impliedly Party B such license by means of transmission of its Confidential
Information or other information. Furthermore, Party A’s disclosure of the Confidential
Information shall not constitute or contain any representation or warranty concerning the
correctness or completeness of such information.



Article 9 All confidentiality obligations as mentioned above shall apply to the materials, data
and information which a third person provides to Party A and formulates relevant restrictions in
use, copy or disclosure thereof.



Article 10 Data about Former Employer





	 	1.	 	Party B undertakes that, during the employment by Party A, it shall not
disclose or use any confidential information which is obtained in connection with his
prior work or prior to employment by Party A and to which Party B assumes
confidentiality obligation, or bring any text or other tangible carriers recording
such confidential information to Party A’s premises. Party B shall be solely
responsible for any dispute arising from Party B’s failure to perform the aforesaid
obligation.
	 
	 	2.	 	Party B agrees to execute any appropriate document or to take any
appropriate measures for executing and performing the Agreement. Party B warrants
that the performance of all articles of the Agreement will not violate any agreement
executed by Party B prior to his employment by Party A.




Article 11 Party B undertakes to immediately notify Party A and assist in taking reasonable
measures to avoid further losses where Party B is aware that Party A’s confidential information is
used or disclosed illegally.




 APPENDIX 6







27









 







Article 12 Party B confirms that its violation of the Agreement shall constitute an infringement
of Party A’s intellectual property or an unfair competition. Party B undertakes to be responsible
for all losses to Party A arising therefrom, including losses of saleroom, profits, commissions,
goodwill and clients, and costs incurred from claim for default liability (including, but not
limited to, legal cost, reasonable attorney fee and expenditures).



Article 13 Party A may transfer the Agreement to its subsidiaries, branches or representative
offices. Where Party B is transferred among such organs, the Agreement shall be transferred
automatically to new employer without execution otherwise by Party B; or, the parties may
negotiate about new agreement if the new employer requires.



Article 14 The Agreement, as the necessary document for Party A’s employment of Party B, shall
take effect with signatures and seals of the Parties as of the effective date of the Employment
Contract. The Agreement shall be written in Chinese in two copies, one for either party. The
Agreement shall remain effective during Party B’s employment by Party A and within five (5) years
after termination or rescission of the employment relationship between the Parties. Party A shall
rescind or terminate the Agreement in a written form.





	 	 	 	Unless otherwise contrary provisions in the laws and regulations, neither party or its
agent may make any public statement concerning the Agreement, any other or consequent
documents concerning the matters as mentioned herein, except with the other party’s prior
written consent (which may not be withheld without reasons).




Article 15 Headings of all articles of the Agreement are inserted only for convenience of reading
and may not interpret or affect the meanings of the Agreement in any way.



Article 16 All notices, demands, requests, acknowledges or other communications in connection with
the Agreement must made in writing and served on the following addresses (or other addresses
informed by relevant parties hereto in writing) in person, by carrier or registered letter with a
receipt. A notice, demand, request, acknowledge or other communication in connection with the
Agreement shall be deemed as served: 1) at the time of delivery in case of delivery in person; 2)
three (3) days after delivery to the carrier in case of delivery by carrier; if it is served
within three (3) days, the actual service date shall apply; 3) five (5) days after mailing in case
of service by registered letter (or airmail letter sent abroad); if it is served within five (5)
days, the actual service date shall apply.



	 	 	 	 	 	 	 	 
	 	 	To:	 	Guangzhou Winclick Information Technology Co., Ltd.
	 

	 	 	 	Add.:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Attn.:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Tel:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Fax:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	To:	 	 
	 

	 	 	 	Add.:	 	 
	 

	 	 	 	 	 	 





 APPENDIX 6




28









 






	 	 	 	 	 	 	 	 
	 
	 	 	 	Tel:	 	 
	 
	 	 	 	 	 
	 
	 	 	 	Fax:	 	 
	 
	 	 	 	 	 




Article 17 The Agreement shall be governed and protected by the laws of the People’s Republic
of China. Where the Parties encounter a dispute which cannot be settled through negotiation,
either party may apply to the local labor dispute arbitration commission for arbitration in
accordance with the laws. In case of disagreement with the arbitral awards, the party concerned
may apply to the competent court for judgment.




[Executive Page Attached]



 APPENDIX 6







29









 








(Executive Page)




	 	 	 
	Party A: Guangzhou Winclick Information Technology Co., Ltd.

	 	Party B:
	 
	 	 
	Seal:

	 	Signature:
	 
	 	 
	Date:
	 	 
	 
	 	 
	Place:
	 	 






[Execution Page of Confidentiality Agreement]




 APPENDIX 6








30









 








APPENDIX 7.




DISCLOSURE LETTER


 APPENDIX 7





31











 





Disclosure Letter




8



Group Companies have not insured their respective assets.




10



10.5 Salary adjustment to the Company’s employees after the date of the Balance Sheet is as
follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original Salary	 	Adjusted Salary
	Department	 	Name	 	Date of Adjustment	 	(RMB: Yuan)	 	(RMB: Yuan)
	Technology Department

	 	Canghai Zhao
	 	2009-11-1
	 	 	3000	 	 	 	3500	 
	Technology Department

	 	Junfei Ou
	 	2009-11-1
	 	 	4500	 	 	 	4800	 
	Technology Department

	 	Yongheng Ma
	 	2009-11-1
	 	 	3000	 	 	 	3500	 
	Technology Department

	 	Yunbing Wang
	 	2009-11-1
	 	 	4500	 	 	 	5000	 
	Technology Department

	 	Lan Lin
	 	2009-11-1
	 	 	3000	 	 	 	3500	 
	Finance Department

	 	Juan Chen
	 	2009-11-1
	 	 	4000	 	 	 	5000	 






12



12.1 Detailed information about all fixed and intangible assets owned and used by Group Companies
in law are as follows:




Fixed assets which Group Companies is using by means of tenancy:




	 	 	 	 	 
	Group Company	 	Asset	 	Purpose
	Company

	 	Room 803-804, Tower South, Huasheng Plaza,
No. 102 Xianlie Road Central, Yuexiu
District, Guangzhou
	 	Office
	 
	 	 	 	 
	Zhangshang Youyang

	 	Room 702, Tower E1, Yuanchenxin Plaza, No.
12 Yumin Road, Chaoyang District, Beijing
	 	Office
	 
	 	 	 	 
	Kaiyuan

	 	Room 279, No. 2 Datang Industrial Zone,
Kexin Road, Tianhe District, Guanghzou
	 	Office





APPENDIX 7

32









 






	 	 	 	 	 
	Group Company	 	Asset	 	Purpose
	Xunyou

	 	Room 256, No. 2 Datang Industrial Zone,
Kexin Road, Tianhe District, Guanghzou
	 	Office
	 
	 	 	 	 
	Tianlang

	 	Room 232, No. 2 Datang Industrial Zone,
Kexin Road, Tianhe District, Guanghzou
	 	Office
	 
	 	 	 	 
	Zhishu

	 	Room 224, No. 2 Datang Industrial Zone,
Kexin Road, Tianhe District, Guanghzou
	 	Office
	 
	 	 	 	 
	WinClick (Nanjing)

	 	Room 2703, Unit 1, Building 2, No. 313
Jiangdong Road Central, Jianye District,
Nanjing
	 	Office






Group Companies’ intangible assets:





	(1)	 	The Company has the following domain names: winclick.cn, wapkoo.net, wanker.cn, lu51.cn,
e651.cn, downmo.cn.






	(2)	 	The Company applied on November 7, 2007 to Trademark Office of the State Administration for
Industry and Commerce for registering “WinClick”, “WinClick Media” and the pattern of frame
plus hook as the trademarks under Class 35 “advertisements, industrial business, industrial
management and office affairs” and Class 42 “scientific and technological services, and
relevant research and design services, industrial analysis and research, design and
development of computer hardware and software”. According to the Notice of Registration
Application Acceptance issued by Trademark Office of the State Administration of Industry and
Commerce on December 4, 2007, the application was accepted; however, according to the Notice
of Registration Rejection issued by Trademark Office of the State Administration of Industry
and Commerce on November 30, 2009, the application for the pattern of frame plus hook under
Class 42 trademark registration was rejected.





Group Companies’ fixed assets:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Original Value	 	 
	Serial No.	 	Name	 	Specifications	 	Quantity	 	Unit	 	(RMB: Yuan)	 	Date of Purchase
	1

	 	Server
	 	IBM X346
	 	 	1	 	 	set
	 	 	28,375.00	 	 	2007-5-2
	2

	 	Exchanger
	 	Linksys SD2005
	 	 	1	 	 	set
	 	 	650.00	 	 	2007-6-1
	3

	 	Sony Ericsson mobile phone
	 	K300c
	 	 	1	 	 	set
	 	 	750.00	 	 	2007-6-26
	4

	 	SAMSUNG digital camera
	 	Digimax A40
	 	 	1	 	 	set
	 	 	900.00	 	 	2007-6-26
	5

	 	Server
	 	Wuzhou
	 	 	1	 	 	set
	 	 	17,000.00	 	 	2007-6-8
	6

	 	safe
	 	Shenkun
	 	 	1	 	 	set
	 	 	1,790.00	 	 	2007-6-8
	7

	 	DELL laptop
	 	DELL XPSM1210
	 	 	1	 	 	set
	 	 	7,698.60	 	 	2007-6-15
	8

	 	Fingerprint Time Attendance System
	 	 	 	 	1	 	 	set
	 	 	2,100.00	 	 	2007-6-1





APPENDIX 7

33









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Original Value	 	 
	Serial No.	 	Name	 	Specifications	 	Quantity	 	Unit	 	(RMB: Yuan)	 	Date of Purchase
	9

	 	display
	 	MAMY WQZD
	 	 	1	 	 	set
	 	 	1,620.00	 	 	2007-9-16
	10

	 	Server
	 	DELL R900
	 	 	1	 	 	set
	 	 	46,000.00	 	 	2008-4-1
	11

	 	Server
	 	Wuzhou
	 	 	1	 	 	set
	 	 	21,600.00	 	 	2008-6-11
	12

	 	Exchanger
	 	24 port SRW2024
	 	 	1	 	 	set
	 	 	4,590.00	 	 	2008-6-13
	13

	 	Air-condition
	 	Midea
KF-35GW/Y-GA(E5)
	 	 	1	 	 	set
	 	 	2,399.00	 	 	2008-7-15
	14

	 	laptop
	 	IBM X61
	 	 	1	 	 	set
	 	 	7,000.00	 	 	2008-9-22
	15

	 	laptop
	 	Lenovo Xuri
466AT1400
	 	 	1	 	 	set
	 	 	4,380.00	 	 	2008-10-8
	 

	 	hpm1522 printer
	 	HPM1522
	 	 	1	 	 	set
	 	 	2,800.00	 	 	2008-12-8
	16

	 	think pad laptop
	 	Lenovo think pad
	 	 	3	 	 	set
	 	 	6,550.00	 	 	2008-12-4
	17

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,016.67	 	 	2009-3-26
	18

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	3,850.00	 	 	2009-4-17
	19

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,900.00	 	 	2009-4-28
	20

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,900.00	 	 	2009-4-28
	21

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,900.00	 	 	2009-4-29
	22

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,850.00	 	 	2009-4-29
	23

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,850.00	 	 	2009-5-14
	24

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	2,850.00	 	 	2009-7-27
	25

	 	desktop
	 	 	 	 	1	 	 	set
	 	 	3,155.00	 	 	2009-8-13






Zhangshang Youyang’s fixed assets




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Original Value	 	 
	Serial No.	 	Name	 	Quantity	 	(RMB: Yuan)	 	Date of Purchase
	1

	 	printer OKI740C
	 	 	1	 	 	 	2,250.00	 	 	2006-9-1
	2

	 	server IBM X3850
	 	 	1	 	 	 	61,000.00	 	 	2007-8-15
	3

	 	IBM memory (for server)
	 	 	1	 	 	 	3,300.00	 	 	2007-11-15
	4

	 	laptop
	 	 	1	 	 	 	10,310.00	 	 	2007-11-16
	5

	 	server IBM X3650
	 	 	1	 	 	 	29,000.00	 	 	2008-12-1
	6

	 	laptop
	 	 	1	 	 	 	7,650.00	 	 	2008-12-10




APPENDIX 7


34









 






Xunyou’s fixed assets




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Original Value	 	 
	Serial No.	 	Name	 	Quantity	 	(RMB: Yuan)	 	Date of Purchase
	1

	 	Group Phone
	 	 	1	 	 	 	6683	 	 	May 2006
	2

	 	IBM HD 90P1306
	 	 	1	 	 	 	2900	 	 	May 2006
	3

	 	desktop
	 	 	2	 	 	 	4630	 	 	July 2006
	4

	 	desktop
	 	 	1	 	 	 	4280	 	 	July 2006
	5

	 	desktop
	 	 	1	 	 	 	4280	 	 	July 2006
	6

	 	computer
	 	 	2	 	 	 	3450	 	 	July 2006
	7

	 	IBM laptop
	 	 	1	 	 	 	6700	 	 	September 2006
	8

	 	computer
	 	 	2	 	 	 	6307.5	 	 	July 2008






14



14.1 All exiting contracts or agreements to which Group Company is one party



14.2 Contracts made by Group Company to grant the other party the right to terminate the contracts
include:




	 	 	 	 	 	 	 	 	 
	Serial No.	 	Contract	 	Parties	 	Duration	 	Unilateral Termination Right
	1

	 	Cooperation
	 	Party A: Beijing
	 	April 20, 2009 to
	 	Article 6.6:
	 

	 	Agreement for

WinClick Game

Channel
	 	Kongzhong

Corporation

Party B: Company
	 	April 19, 2010
	 	Where the cooperative
channel information fee is
less than RMB50,000 within
3 consecutive months, Party
A shall have the right to
terminate the Agreement in
advance with a written
notice to Party B.
	 
	 	 	 	 	 	 	 	 
	2

	 	Cooperation
	 	KongZhong: Beijing
	 	May 21, 2009 to
	 	Article 4.1:
	 

	 	Agreement for Game

Promotion
	 	Kongzhong

Corporation

Cooperator: Company
	 	May 21, 2010
	 	Where KongZhong intends to
stop the promotion
activities, it shall notify
the Cooperator one week in
advance. The cooperation
will be terminated
immediately upon expiration
of one-week notice period.





APPENDIX 7

35









 






	 	 	 	 	 	 	 	 	 
	Serial No.	 	Contract	 	Parties	 	Duration	 	Unilateral Termination Right
	3

	 	Cooperative
	 	Party A: Beijing
	 	April 20, 2009 to
	 	Article 12.4:
	 

	 	Promotion Agreement
for Wireless
Value-added
Business, and
Supplemental
Agreement
	 	Leiting Wangjun
Network Technology
Co., Ltd.
Party B: Company
	 	April 19, 2010
	 	Either party shall have the
right to rescind the
Agreement with a 30-day
written notice to the other
party within the term
hereof.
	 
	 	 	 	 	 	 	 	 
	4

	 	Cooperative
	 	Party A: Beijing
	 	May 7, 2009 to
	 	Article 8.3:
	 

	 	Promotion Agreement

for Wireless Music

Business
	 	Wireless Sky Music
Co., Ltd.
Party B: Company
	 	May 6, 2010
	 	Where Party A intends to
terminate the music
contents under the
Agreement for special
reasons, Party B shall make
cooperation and stop
selling. 

Article 8.4:
	 

	 	 	 	 	 	 	 	Where promotion of Party
A’s products cannot achieve
the expected market
effects, either party shall
have the right to terminate
the Agreement, and the
other party shall make
unconditional cooperation;
in such case, either party
shall fulfill its own
obligations which exist
prior to the termination
date.
	 
	 	 	 	 	 	 	 	 
	5

	 	Cooperation
	 	Party A: Company
	 	September 9, 2009 to
	 	Article 8.2.4:
	 

	 	Agreement
	 	Party B: Beijing
Zhangzhong Feitian
Technology Co.,
Ltd.
	 	September 8, 2010
	 	If one party is, or the
Parties are, dissatisfied
with the cooperation
results, and no agreement
is made through negotiation
and adjustment, the Parties
may negotiate to terminate
the Agreement or either
party may require
termination of the
cooperation three (3)
working days in advance.





APPENDIX 7

36









 






	 	 	 	 	 	 	 	 	 
	Serial No.	 	Contract	 	Parties	 	Duration	 	Unilateral Termination Right
	6

	 	Cooperation

Agreement
	 	Party A: Beijing
Zhangshang Feixun
Technology Co.,
Ltd.
Party B: Company
	 	April 1, 2009 to
March 31, 2010
	 	Article 5.3

Party A shall inform Party
B 3 working days in advance
where Party A intends to
terminate the Agreement in
advance.
	 
	 	 	 	 	 	 	 	 
	7

	 	Cooperation

Agreement
	 	Party A: Company
Party B: Beijing
SOHU New Era
Information
Technology CO.,
LTD.
	 	February 1, 2009 to
January 31, 2011
	 	Article 6.3

Subject to the previous
article, either party that
intends to terminate the
Agreement shall issue a
30-day written notice to
the other party, and the
Agreement shall be
terminated upon expiration
of the 30-day period as of
the date of the notice.
	 
	 	 	 	 	 	 	 	 
	8

	 	Zhongyin Channel
	 	Party A: Beijing
	 	August 20, 2009 to
	 	Article 7.2:
	 

	 	Cooperation

Agreement
	 	Amazing Cultural &
Art Media Co., Ltd.
Party B: Company
	 	August 19, 2010
	 	If, within the term of the
Agreement, there are more
than 3 times that total
amount of the profit
distributable is less than
RMB10,000 per month, Party
A may issue Party B a
written notice of
termination.






15



The following software or systems presently used by Group Companies are pirated ones:



Operating system: Windows XP and Windows 2003



Office software: Office 2003 and BQQ



Mail servers: Winwebmail and Foxmail



Photoshop: Photoshop and CorelDraw



Antivirus software: Symantec and AVP



Group Companies will, after the delivery date, renew such pirated software or systems to genuine
ones.







 APPENDIX 7

37









 








17



17.2 The legal representative of Xunyou in the SMS Access Code Certificate is inconsistent with its
present legal representative.



Certain information of the Value-added Telecommunications Services Business License of Kaiyuan,
Tianlang, Xunyou or Zhishu, such as domicile, has not been altered as the actual office; relevant
procedures for alteration registration are under way.



The address registered of Zhangshang Youyang in the Business License is 5-A-702, Post-SOHO,
Baiziwan Sub-district Office, Chaoyang District, Beijing, but that in the Organization Code
Certificate and the Tax Registration Certificate is 3-5-6, Zaojun Dongli, 15 Zaojunmiao, Haidian
District, Beijing, which is being changed into the actual office: Room 702, Tower E1, Yuanchenxin
Plaza, 12 Yumin Road, Chaoyang District, Beijing.




18



18.1 WinClick (Nanjing) is going through the procedures for the Social Insurance Registration
Certificate.



The legal representative of Xunyou in the Labor Security Annual Inspection Registration Certificate
is inconsistent with that in the Social Insurance Registration Certificate.



18.4 Tianlang, Zhishu, Kaiyuan and Xunyou paid the Housing Fund for their respective employees from
December 2009. WinClick (Nanjing) has not paid the Housing Fund for its employees. WinClick
(Nanjing) is applying for the accumulation fund account.




APPENDIX 7

38











 






Zhangshang Youyang Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	 	 	 	 	Employment	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	File	 	 	 	Current	 	Insurance	 	Housing	 	Contract	 	 	 	Native	 	Date of	 	Marital	 	 	 	 	 	Personal
	No.	 	Department	 	Post	 	No.	 	Name	 	Wage	 	Information	 	Fund	 	Agreed Term	 	Gender	 	Place	 	Birth	 	Status	 	ID No.	 	ID Address	 	Account No.
	1

	 	Value-added

Business

Department

(Zhangshang

Youyang)
	 	Business

Executive
	 	ZD-001
	 	Hui Yu
	 	 	4,700	 	 	Have been
insured
	 	Have
been
insured
	 	From
November,1th,2007
to December,
29th, 2011
	 	Male
	 	Beijing
	 	11/23/1976
	 	Married
	 	110105197611230812
	 	Unit 6, 25/F, Zaoziying

Beili, Chaoyang

District, Beijing
	 	6225 8801

0553 7857

Jing Li
	2

	 	Financial

Department

(Zhangshang

Youyang)
	 	Financial

Assistant
	 	ZW-002
	 	Kun

Zhang
	 	 	3,506	 	 	Have been
insured
	 	Have
been
insured
	 	From
November,1th,2007
to December,
29th, 2011
	 	Female
	 	Beijing
	 	1/7/1981
	 	Unmarried
	 	110101198101075022
	 	No. 29 Dongjiao Minjing
Lane, Dongcheng
District, Beijing City
	 	6225 8810

0533 8073
	2

	 	Marketing

Department

(Zhangshang

Youyang)
	 	Business

Manager
	 	ZD-003
	 	Mei Pan
	 	 	5,100	 	 	Have been
insured
	 	Have
been
insured
	 	From
May,12th,2008
to December,
29th, 2011
	 	Female
	 	Jiangsu
	 	4/4/1985
	 	Unmarried
	 	321027198504046929
	 	No. 3 Yangyuan Team,
Hangji Village, Hangji
Town, Hanjiang
District, Yangzhou
City, Jiangsu Province
	 	6225 8801

1387 8152
	3

	 	Marketing

Department

(Zhangshang

Youyang)
	 	Business

Developer
	 	ZD-004
	 	Jinghua

Guo
	 	 	2,500	 	 	Have been
insured
	 	Have
been
insured
	 	From
December,9th,2008
to December,
29th, 2011
	 	Female
	 	Guangdong
	 	11/13/1984
	 	Married
	 	110106198411130340
	 	No. 61 Houhuangtugang
Village, Fengtai
District, Beijing
	 	6225 8801

2227 1282
	5

	 	Marketing

Department

(Zhangshang

Youyang)
	 	Business

Director
	 	ZD-005
	 	Qian

Wang
	 	 	2,800	 	 	 	2009.12	 	 	 	2009.12	 	 	From
August,24th,2009
to December,
29th, 2011
	 	Female
	 	Hebei
	 	10/20/1984
	 	Unmarried
	 	130123198410200060
	 	Room 501, Unit 5,

Building 19,

Huaxingyuan Community,

Yangzhuang Beikou,

Tongzhou District,

Beijing
	 	6225 8801

2136 2835






APPENDIX 7




39









 









WinClick Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	Housing	 	Employment	 	 	 	 	 	 	 	 	 	Marital	 	 	 	 
	 	 	 	 	Name of	 	File	 	 	 	Current	 	Insurance	 	Fund	 	Contract	 	 	 	Native	 	Date of	 	Status	 	 	 	 
	No.	 	Department	 	Post	 	No.	 	Name	 	Wage	 	Information	 	Information	 	Agreed Term	 	Gender	 	Place	 	Birth	 	× ́¿ö	 	ID No.	 	ID Address
	1

	 	President

Office
	 	President
	 	CEO-001
	 	Cheng Chen
	 	 	15,000	 	 	 	2008.7	 	 	 	2009.10	 	 	2007.3.1-
2011.12.30
	 	Male
	 	Shunde
	 	 	6/26/1978	 	 	Married
	 	440681197806260819
	 	Room 702, Xiameilin Shangshuyuan

Shangyuefu, Futian District,

Shenzhen City, Guangdong Province
	2

	 	President

Office
	 	President
	 	CEO-002
	 	Yu Zhang
	 	 	15,000	 	 	 	2010.1	 	 	 	2009.10	 	 	2009.10.1-
2011.12.30
	 	Male
	 	Shenzhen
	 	 	2/23/1977	 	 	Married
	 	654126197702234115
	 	6D, Building 2, Tianan Digital

Mall, Futian District, Shenzhen

City, Guangdong Province
	3

	 	President

Office
	 	Vice

President
	 	ZZ-001
	 	Xiaowei

Liu
	 	 	15,400	 	 	 	2007.6	 	 	 	2009.10	 	 	2007.3.1-
2011.12.30
	 	Male
	 	Jiangxi
	 	 	4/23/1984	 	 	Unmarried
	 	360123198404231912
	 	No. 14, Fengshucun Team, Dinghu
Village, Dinghu Town, Anyi
County, Jiangxi Province
	4

	 	General

Affairs

Department
	 	President

Assistant
	 	ZW-001
	 	Hai Su
	 	 	5,200	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1- 2010.12.31
	 	Male
	 	Hubei
	 	 	1981-11-3	 	 	Unmarried
	 	420702198111038091
	 	No. 18, Jiangda Road, Wuhan City,
Hubei Province
	5

	 	Value-add

Business

Department
	 	Director
	 	ZZ-012
	 	Linghe

Zhang
	 	 	6,200	 	 	 	2009.11	 	 	 	2009.11	 	 	2009.10.1-
2011.12.31
	 	Male
	 	Jilin
	 	 	1978-10-29	 	 	Married
	 	220202197810293615
	 	No. 41-2-34, Junmin Road, Changyi
District, Jilin City, Jilin
Province
	6

	 	Value-add

Business

Department
	 	Value-added

Business

Executive
	 	ZZ-013
	 	Hailin Wu
	 	 	3,900	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Male
	 	Guangxi
	 	 	1980-6-02	 	 	Married
	 	452421198006020412
	 	No. 16, Sitang Village, Guiyi
Town, Cenxi City, Guangxi Province
	7

	 	Wireless

Media

Department
	 	Value-added

Business

Executive
	 	ZZ-002
	 	Xiaoxia Wu
	 	 	6,600	 	 	 	2007.6	 	 	 	2009.10	 	 	2007.3.1-
2011.12.30
	 	Female
	 	Anhui
	 	 	11/5/1983	 	 	Married
	 	340826198311054447
	 	No. 77, Qianxi Team, Wujia
Village, Poliang Town, Susong
County, Anhui Province
	8

	 	Wireless

Media

Department
	 	Alliance

Promotion

Executive
	 	WX-007
	 	Hairong

Zhou
	 	 	2,800	 	 	 	2008.5	 	 	 	2009.10	 	 	2008.3.1-
 2010.12.31
	 	Female
	 	Guangdong
	 	 	12/15/1984	 	 	Married
	 	440825198412152828
	 	No. 010, Houhu Village, Hean
Town, Xuwen County, Guangdong
Province
	9

	 	Wireless

Media

Department
	 	Alliance

Promotion

Executive
	 	WX-008
	 	Yiru Ke
	 	 	2,500	 	 	 	2008.7	 	 	 	2009.10	 	 	2008.3.31-
2010.12.31
	 	Female
	 	Guangdong
	 	 	9/29/1984	 	 	Unmarried
	 	445121198409292820
	 	No.25, Houtoupu, Dengtang
Villiage, Dengtang Town, Chaoan
County, Guangdong Province
	10

	 	Wireless

Media

Department
	 	Data

Analysis

Executive
	 	WX-014
	 	Chonghui

Zheng
	 	 	2,100	 	 	 	2009.3	 	 	 	2009.10	 	 	2008.9.22-
2010.12.31
	 	Female
	 	Guangdong
	 	 	8/1/1988	 	 	Unmarried
	 	441702198808012865
	 	No.15, No. 7 Lane , No. 10 Team,
Xintulang Village, Ganglie
Xintulang Village Committee,
Jiangcheng District, Yangjiang
City, Guangdong Province
	11

	 	Wireless

Media

Department
	 	Network

Promotion

Executive
	 	WX-016
	 	Yueming

Cai
	 	 	1,800	 	 	 	2010.1	 	 	 	2010.1	 	 	2009.9.8-
2009.11.8
	 	Male
	 	Guangdong
	 	 	8/23/1985	 	 	Unmarried
	 	445221198508234912
	 	No.14, No.3 Yonghe Lane, Tancai
Village, Xichang Town, Jieyang
County, Guangdong Province
	12

	 	Wireless

Media

Department
	 	Network

Promotion

Executive
	 	WX-015
	 	Junjie Li
	 	 	1,800	 	 	 	2010.1	 	 	 	2010.1	 	 	2009.9.8-
2009.11.8
	 	Male
	 	Guangdong
	 	 	5/21/1986	 	 	Unmarried
	 	440883198605213918
	 	No.303, Lingtou Village, Huangpo
Town, Wuchuan City, Guangdong
Province
	13

	 	Wireless

Media

Department
	 	Alliance

Promoter
	 	WX-018
	 	Weiquan Xu
	 	 	1,500	 	 	 	2010.1	 	 	 	2010.2	 	 	2009.11.17-
2012.11.16
	 	Male
	 	Guangdong
	 	 	1988.3.25	 	 	Unmarried
	 	441521198803258514
	 	Room 102, East Buidling 2,

Nanhuxin Village, Haifeng County,

Shanwei City, Guangdong Province
	14

	 	Wireless

Media

Department
	 	Alliance

Promotion

Executive
	 	WX-020
	 	Lishi

Zhong
	 	 	1,800	 	 	 	2010.1	 	 	 	2010.2	 	 	2009.12.8-
2012.12.7
	 	Female
	 	Guangdong
	 	 	5/18/1988	 	 	Unmarried
	 	440111198805182781
	 	No. 12, No. 2 Lane, No. 2 Street,
Daliou Village, Baiyun District,
Guangzhou City





APPENDIX 7



40









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	Housing	 	Employment	 	 	 	 	 	 	 	 	 	Marital	 	 	 	 
	 	 	 	 	Name of	 	File	 	 	 	Current	 	Insurance	 	Fund	 	Contract	 	 	 	Native	 	Date of	 	Status	 	 	 	 
	No.	 	Department	 	Post	 	No.	 	Name	 	Wage	 	Information	 	Information	 	Agreed Term	 	Gender	 	Place	 	Birth	 	× ́¿ö	 	ID No.	 	ID Address
	15

	 	Wireless

Media

Department
	 	Alliance

Promotion

Executive
	 	WX-021
	 	Qing Lu
	 	 	1,500	 	 	 	2010.1	 	 	 	2010.2	 	 	2009.12.8-
2012.12.7
	 	Female
	 	Jiangxi
	 	 	3/13/1990	 	 	Unmarried
	 	360421199003132428
	 	No.1, No. 4 Team, Baihe Village,
Chengmen Town, Jiujiang County,
JIujiang City, Jiangxi Province
	16

	 	Technology

Department
	 	Project

Manager
	 	JS-001
	 	Wei Bin
	 	 	7,500	 	 	 	2009.12	 	 	 	2009.10	 	 	2009.7.1-
2012.6.30
	 	Male
	 	Hunan
	 	 	3/4/1979	 	 	Married
	 	43020219790304203X
	 	Room 608, Building 4, No. 34
Taishan Road, Tianyuan District,
Zhuzhou City, Hunan Province
	17

	 	Technology

Department
	 	PHP

Engineer
	 	JS-002
	 	Rulin Li
	 	 	4,600	 	 	 	2008.7	 	 	 	2009.10	 	 	2008.3.24-
2010.12.31
	 	Male
	 	Guangxi
	 	 	10/13/1978	 	 	Married
	 	452502197810133815
	 	District Talent Exchange Service

Center Dormitory, Qintang Town,

Gangbei District, Guigang City,

Guangxi Province
	18

	 	Technology

Department
	 	PHP

Engineer
	 	JS-003
	 	Canghai

Zhao
	 	 	3,600	 	 	 	2008.7	 	 	 	2009.10	 	 	2008.3.17-
2010.12.31
	 	Male.31
	 	Hunan
	 	 	10/13/1985	 	 	Unmarried
	 	430521198510132851
	 	No. 149, Joint School Dormitory,
Liuze Town, Shaodong County,
Hunan Province
	19

	 	Technology

Department
	 	PHP

Engineer
	 	JS-004
	 	Junfei Ou
	 	 	5,000	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Male
	 	Guangzhou

City
	 	 	1/16/1985	 	 	Unmarried
	 	440104198501165014
	 	Room 501, No. 157, Shuimeng
Siheng Road, Tianhe District,
Guangzhou City
	20

	 	Technology

Department
	 	PHP

Engineer
	 	JS-005
	 	Yongheng

Ma
	 	 	3,700	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Male
	 	Guangzhou

City
	 	 	8/6/1985	 	 	Unmarried
	 	440105198508061513
	 	Room 307, No. 5 of No. 5 Lane,
Sushexin Village, Yungui Village,
Haizhu District, Guangzhou City
	21

	 	Technology

Department
	 	Voice

Engineer
	 	JS-007
	 	Liang Chen
	 	 	7,100	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Male
	 	Hunan
	 	 	11/7/1979	 	 	Unmarried
	 	430621197911070410
	 	 
	22

	 	Technology

Department
	 	Network

Engineer
	 	JS-009
	 	Yunbing

Wang
	 	 	5,100	 	 	 	2009.1	 	 	 	2009.10	 	 	2008.11.1-
2010.12.31
	 	Male
	 	Hubei
	 	 	4/3/1983	 	 	Unmarried
	 	429006198304033313
	 	No. 327, Luoshi Road, Hongshan
District, Wuhan City, Hubei
Province
	23

	 	Technology

Department
	 	PHP

Engineer
	 	JS-011
	 	Lan Lin
	 	 	3,600	 	 	 	2008.5	 	 	 	2009.10	 	 	2008.1.21-
2010.12.31
	 	Female
	 	Hubei
	 	 	6/20/1986	 	 	Unmarried
	 	421022198606203026
	 	No. 12, No. 9 Team, Yuanxing
Village, Yangjiachang Town,
Gongan County, Hubei Province
	24

	 	Technology

Department
	 	Network

Administrator
	 	JS-013
	 	Yuanning

Chen
	 	 	1,800	 	 	 	2009.11	 	 	 	2009.11	 	 	2009.8.10-
2011.12.31
	 	Male
	 	Hunan
	 	 	6/17/1989	 	 	Unmarried
	 	430203198906175015
	 	No. 308, Building18, No. 1
Shifengtou Village, Shifeng
District, Zhuzhou City, Hunan
Province
	25

	 	Financial

Department
	 	Manager
	 	CW-001
	 	Juan Chen
	 	 	5,300	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Female
	 	Sichuan
	 	 	1973-3-26	 	 	Unmarried
	 	512501197303260705
	 	No. 85, Building 1, No. 65
Mazhang Street, Yibin City,
Sichuan Province
	26

	 	Financial

Department
	 	Cashier
	 	CW-004
	 	Jianqin Li
	 	 	2,600	 	 	 	2009.3	 	 	 	2009.10	 	 	2009.2.26-
2010.12.31
	 	Female
	 	Guangzhou

City
	 	 	11/22/1983	 	 	Married
	 	440111198311221242
	 	No. 2, Yaxin East No. 1 Lane, Xin
Village, Yayao Town, Huadu
District, Guangzhou City
	27

	 	Financial

Department
	 	Cashier
	 	CW-005
	 	Yinfen

Zhong
	 	 	2,400	 	 	 	2009.11	 	 	 	2009.10	 	 	2009.9.1-
2011.12.31
	 	Female
	 	Sichuan
	 	 	10/12/1977	 	 	Unmarried
	 	510502197710123825
	 	Room 4-4-6, Zaolinyuan, Yutang

Town, Longmatan District, Luzhou

City, Sichuan Province
	28

	 	Financial

Department
	 	Accountant
	 	CW-008
	 	Chujun Liu
	 	 	3,000	 	 	 	2009.11	 	 	 	2009.10	 	 	2009.8.4-
2009.10.4
	 	Female
	 	Meizhou
	 	 	3/26/1979	 	 	Married
	 	441423197903265626
	 	Xinlian, Xinpu Village, Liuhuang

Town, Fengshun County, Guangdong

Province
	29

	 	Financial

Department
	 	Accountant
	 	CW-006
	 	Xiaomei

Lin
	 	 	2,500	 	 	 	2010.1	 	 	 	2010.2	 	 	2009.12.21-
2012.12.20
	 	Female
	 	Guangdong
	 	 	6/14/1977	 	 	Unmarried
	 	440803197706141128
	 	No. 12, No. 1 Lane, Jiuheng Road,
Shitou Village, Shitou Village
(Residence), Xiashan District,
Zhanjiang City, Guangdong Province
	30

	 	General

Affairs

Department
	 	Manager
	 	ZW-002
	 	Huiying

Niu
	 	 	4,200	 	 	 	2007.6	 	 	 	2009.10	 	 	2008.1.1-
2010.12.31
	 	Female
	 	Hunan
	 	 	9/13/1983	 	 	Married
	 	430302198309131566
	 	College of Engineering Dormitory,
No. 6 Culture Village, Donghu
Residence Committee, Hetang
District, Zhuzhou City, Hunan
Province
	31

	 	General

Affairs

Department
	 	Administrative

Assistant
	 	ZW-005
	 	Min Ye
	 	 	1,800	 	 	 	2009.9	 	 	 	2009.10	 	 	2009.6.3-
2010.12.1
	 	Female
	 	Hubei
	 	 	12/21/1986	 	 	Unmarried
	 	420115198612211621
	 	No. 9 Zhongzhou Xiangtangye,
Wulijie Town, Jiangxia District,
Wuhan City






APPENDIX 7


41









 







Tianlang Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	Housing	 	Employment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	File	 	 	 	Current	 	Insurance	 	Fund	 	Contract	 	 	 	 	 	 	 	Native	 	Date of	 	Marital	 	 	 	 
	No.	 	Department	 	Post	 	No.	 	Name	 	Wage	 	Information	 	Information	 	Agreed Term	 	Age	 	Gender	 	Place	 	Birth	 	Status	 	ID No.	 	ID Address
	1

	 	Value-add

Business

Department
	 	Value-added

Business

Executive
	 	TL-01
	 	Xiaoting

Lu
	 	 	2,900	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	25	 	 	Female
	 	Guangxi
	 	1/1/1984
	 	Married
	 	450111198401013342
	 	No. 12, No. 10 Team,
Zhongyi Po, Shuangyi
Village, Nalong Town,
Chengbei District,
Nanning City
	2

	 	Value-add

Business

Department
	 	Business

Assistant

Executive
	 	TL-02
	 	Zewei

Zhu
	 	 	2,900	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	25	 	 	Male
	 	Guangzhou

City
	 	1984-4-16
	 	Unmarried
	 	445224198404161818
	 	Room 702, No. 30, Huiqiao
No. 3 Street, Baiyun
District, Guangzhou City
	3

	 	Value-add

Business

Department
	 	Value-added

Business

Executive
	 	TL-03
	 	Dianwei

Cheng
	 	 	2,000	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	24	 	 	Male
	 	Guangdong
	 	2/14/1985
	 	Unmarried
	 	44170219850214171X
	 	No. 63 Bolingyuan Road,
Jiangcheng District,
Yangjiang City, Guangdong
Province
	4

	 	Value-add

Business

Department
	 	Content

Editor
	 	TL-04
	 	Haibing

Qu
	 	 	2,500	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	27	 	 	Male
	 	Henan
	 	3/12/1982
	 	Unmarried
	 	413025198203120030
	 	No. 38, Fuli Lane,
Chengguan Town, Guangshan
County, Henan Province






Xunyou Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	Employment	 	 	 	 	 	 	 	 	 	 	 	Marital	 	 	 	 
	 	 	 	 	Name of	 	File	 	 	 	Current	 	Insurance	 	Contract	 	 	 	 	 	 	 	Native	 	Date of	 	Status	 	 	 	 
	No.	 	Department	 	Post	 	No.	 	Name	 	Wage	 	Information	 	Agreed Term	 	Age	 	Gender	 	Place	 	Birth	 	× ́¿ö	 	ID No.	 	ID Address
	1

	 	Wireless

Media

Department

(Xunyou)
	 	Alliance

Promotion

Executive
	 	XY-001
	 	Jianfeng

Xie
	 	 	2,700	 	 	 	2008.11	 	 	2008.9.1-
2010.12.31
	 	 	26	 	 	Male
	 	Guangdong
	 	9/2/1983
	 	Unmarried
	 	441623198309022096
	 	Nandifang Road

Station Dormitory,

Lianping Avenue,

Yuanshan Town,

Lianping County,

Guangdong Province




APPENDIX 7



42









 







Zhishu Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Employment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Social	 	Housing	 	Contract	 	 	 	 	 	 	 	 	 	 	 	Marital	 	 	 	 
	 	 	 	 	 	 	File	 	 	 	Current	 	Insurance	 	Fund	 	Agreed	 	 	 	 	 	 	 	Native	 	Date of	 	Status	 	 	 	 
	No.	 	Department	 	Name of Post	 	No.	 	Name	 	Wage	 	Information	 	Information	 	Term	 	Age	 	Gender	 	Place	 	Birth	 	× ́¿ö	 	ID No.	 	ID Address
	1

	 	Value-add

Business

Department
	 	Customer

Service

Representative
	 	ZS-001
	 	Xiaofang

Xiao
	 	 	2,100	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	25	 	 	Female
	 	Jiangxi
	 	11/2/1984
	 	Unmarried
	 	362430198
411025123
	 	Rongtian Village

Committee,

Longtian Town,

Yongxin Country,

Jiangxi Province
	2

	 	Value-add

Business

Department
	 	Customer

Service

Representative
	 	ZS-002
	 	Nini Mu
	 	 	1,700	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	22	 	 	Female
	 	Shaanxi
	 	10/18/1988
	 	Unmarried
	 	610481198
810183022
	 	No. 376, No. 9
Team, Wufeng
Village, Tangfang
Town, Xingping
City, Shaanxi
Province
	3

	 	Value-add

Business

Department
	 	Customer

Service

Representative
	 	ZS-003
	 	Chunrong

Lin
	 	 	1,700	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	 	 	23	 	 	Female
	 	Guangdong
	 	12/6/1986
	 	Unmarried
	 	440883198
612064543
	 	No. 297, Guangshan
No. 1 Road, Tianhe
District,
Guangzhou City
	4

	 	General

Affairs

Department
	 	Receptionist
	 	ZS-004
	 	Shuzhen

He
	 	 	1,500	 	 	 	2009.12	 	 	 	2010.1	 	 	2009.12.1-
2012.10.31
	 	 	23	 	 	Female
	 	Guangdong
	 	11/24/1986
	 	Unmarried
	 	440111198
611241827
	 	No. 19, No. 1 Lane,
Jiufotang
Xiayingfeng
Street, Baiyun
District,
Guangzhou City




APPENDIX 7


43









 







Kaiyuan Personnel Files




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Marital	 	 	 	 	 	 	 	 	 	Social	 	 	 	 	 	Employment
	 	 	 	 	Name of	 	File	 	 	 	 	 	 	 	 	 	Native	 	Date of	 	Status	 	 	 	 	 	Current	 	Insurance	 	Housing	 	Contract
	No.	 	Department	 	Post	 	No.	 	Name	 	Gender	 	Age	 	Place	 	Birth	 	× ́¿ö	 	ID No.	 	ID Address	 	Wage	 	Information	 	Fund	 	Agreed Term
	1

	 	Wireless

Media

Department
	 	Alliance
	 	KY-001
	 	Li Huang
	 	Female
	 	 	24	 	 	Hainan
	 	10/12/1985
	 	Unmarried
	 	460006198
510123124
	 	Dingzaiyuan Village, Liudi Village
Committee, Houan Town, Wanning City, Hainan Province
	 	 	4,100	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	2

	 	Wireless

Media

Department
	 	Promotion

Executive
	 	KY-002
	 	Qing Wu
	 	Female
	 	 	24	 	 	Guangdong
	 	2/15/1985
	 	Unmarried
	 	445281198
502151426
	 	No. 789 Tianyuan
Road, Tianhe
District,
Guangzhou City
	 	 	2,900	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	3

	 	Wireless

Media

Department
	 	Promotion

Executive
	 	KY-003
	 	Xiaoxia Luo
	 	Female
	 	 	20	 	 	Guangdong
	 	1989-2-15
	 	Unmarried
	 	441622198
902152565
	 	No. 8, Lanye
Village, Zishi
Village Committee,
Zishi Town,
Longchuan County,
Guangdong Province
	 	 	2,500	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	4

	 	Wireless

Media

Department
	 	Promotion

Executive
	 	KY-004
	 	Huan Wang
	 	Female
	 	 	24	 	 	Shandong
	 	9/4/1985
	 	Unmarried
	 	370681198
509041026
	 	No. 302, Dongwang
Village, Xufu
Town, Longkou
City, Shandong
Province
	 	 	2,200	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	5

	 	Wireless

Media

Department
	 	Promotion

Executive
	 	KY-005
	 	Hongyan Su
	 	Female
	 	 	21	 	 	Hunan
	 	1/30/1988
	 	Unmarried
	 	430423198
80130362X
	 	No. 27, No. 2 Team,
Shiqiao Village,
Changjiang Town,
Hengshan County,
Hunan Province
	 	 	2,300	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31
	6

	 	Wireless

Media

Department
	 	Promotion

Executive
	 	KY-006
	 	Xiangyun

Huang
	 	Female
	 	 	24	 	 	Guangxi
	 	2/24/1985
	 	Unmarried
	 	450204198
502240626
	 	No. 85 Caishi Area,
Eshan Road, Liunan
District, Liuzhou
City, Guangxi
Province
	 	 	2,200	 	 	 	2009.11	 	 	 	2009.12	 	 	2009.11.1-
2012.10.31





 APPENDIX 7


44









 






APPENDIX 8.




FINANCIAL REPORTS



 APPENDIX 8


45











 





Client name: Winclick Group

Combined Financial statements

Period: December 31, 2009

RMB




2009.12.31




	 	 	 	 	 	 	 	 	 
	Dr/(Cr)	 	 	 	 	 	 
	ASSETS	 	 		 	 	 	 
	Current assets
	 	 		 	 	 	 	 
	Cash and cash equivalents
	 	 		 	 	 	12,626,201	 
	Accounts receivable
	 	 		 	 	 	9,848,465	 
	Provision
for doubtful debts—AR
	 	 		 	 	 	—	 
	Accounts receivable, net
	 	 		 	 	 	9,848,465	 
	Notes receivable
	 	 		 	 	 	—	 
	Other receivables
	 	 		 	 	 	1,340,879	 
	Provision
for doubtful debts—OR
	 	 		 	 	 	—	 
	Other receivables, net
	 	 		 	 	 	1,340,879	 
	Advance to suppliers
	 	 		 	 	 	3,971,340	 
	Amounts due from related companies
	 	 		 	 	 	—	 
	Inventories, cost
	 	 		 	 	 	—	 
	Inventories provision
	 	 		 	 	 	—	 
	Inventories, net
	 	 		 	 	 	—	 
	Available-for-sale assets
	 	 		 	 	 	—	 
	Short-term investment
	 	 		 	 	 	—	 
	Prepaid expenses
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Subtotal
	 	 		 	 	 	27,786,885	 
	 
	 	 	 	 	 	 	—	 
	Non-current assets
	 	 		 	 	 	—	 
	Fixed asset, cost
	 	 		 	 	 	403,248	 
	Accumulated depreciation
	 	 		 	 	 	(147,870	)
	FA impairment provision
	 	 		 	 	 	—	 
	Fixed asset — NBV
	 	 		 	 	 	255,378	 
	Construction in progress
	 	 		 	 	 	—	 
	Long term investment, net
	 	 		 	 	 	800,000	 
	Intangible assets, cost
	 	 		 	 	 	9,312	 
	Intangible assets amortization
	 	 		 	 	 	—	 
	Intangible assets, net
	 	 		 	 	 	9,312	 
	Goodwill
	 	 		 	 	 	989,047	 
	Prepayment-long term
	 	 		 	 	 	—	 
	Long term deferred assets
	 	 		 	 	 	5,953	 
	Deferred Tax Asset
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Subtotal
	 	 		 	 	 	2,059,690	 
	 
	 	 	 	 	 	 	—	 
	Total assets
	 	 		 	 	 	29,846,575	 
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	EQUITY AND LIABILITIES
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Capital and reserves
	 	 		 	 	 	—	 
	Paid in capital
	 	 		 	 	 	(5,000,000	)
	Capital surplus
	 	 		 	 	 	(800	)
	Surplus reserve
	 	 		 	 	 	—	 
	Including: Statutory public welfare fund
	 	 		 	 	 	—	 
	Accumulated gain/(losses)
	 	 		 	 	 	(14,680,228	)
	 
	 	 	 	 	 	 	—	 
	Subtotal
	 	 		 	 	 	(19,681,027	)
	 
	 	 	 	 	 	 	—	 
	Minority interest
	 	 		 	 	 	—	 






					
	 	 	 	 	 
	 
	 	APPENDIX 8
	 	46







 









 






	 	 	 	 	 	 	 	 	 
	Dr/(Cr)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	—	 
	Current liabilities
	 	 		 	 	 	—	 
	Accrued payroll
	 	 		 	 	 	(381,139	)
	Dividends payable
	 	 		 	 	 	—	 
	Tax payable
	 	 		 	 	 	(1,183,956	)
	Accounts payable
	 	 		 	 	 	(1,428,754	)
	Notes payable
	 	 		 	 	 	—	 
	Accruals
	 	 		 	 	 	(3,885,496	)
	Advance from customers
	 	 		 	 	 	(1,032,017	)
	Amounts due to related companies
	 	 		 	 	 	(2,000,000	)
	Other payable
	 	 		 	 	 	(212,250	)
	Other current liabilities
	 	 		 	 	 	—	 
	Bank overdrafts
	 	 		 	 	 	—	 
	Short-term bank loans
	 	 		 	 	 	—	 
	Short-term portion of long-term loan
	 	 		 	 	 	—	 
	Other levies
	 	 		 	 	 	(41,936	)
	Other short-term borrowings
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Subtotal
	 	 		 	 	 	(10,165,549	)
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Non-current liabilities
	 	 		 	 	 	—	 
	Long term loan
	 	 		 	 	 	—	 
	Deferred Income
	 	 		 	 	 	—	 
	Government grants payables
	 	 		 	 	 	—	 
	Long term payable
	 	 		 	 	 	—	 
	Deferred Tax Liability
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Subtotal
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Total equity and liabilities
	 	 		 	 	 	(29,846,576	)
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	PROFIT AND LOSS
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Gross sales
	 	 		 	 	 	(46,025,020	)
	Sales discount
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Revenue
	 	 		 	 	 	(46,025,020	)
	Cost of sales
	 	 		 	 	 	25,943,503	 
	 
	 	 	 	 	 	 	—	 
	Gross profit
	 	 		 	 	 	(20,081,517	)
	Operation levies
	 	 		 	 	 	1,493,629	 
	Other operating profit
	 	 		 	 	 	—	 
	Subsidy income
	 	 		 	 	 	—	 
	Investment profit
	 	 		 	 	 	(2,730	)
	Distribution costs
	 	 		 	 	 	1,566,623	 
	Distribution cost(Commission)
	 	 	 	 	 	 	—	 
	Administration expenses
	 	 		 	 	 	4,526,491	 
	Administration expenses (R&D)
	 	 	 	 	 	 	—	 
	Bank charges
	 	 		 	 	 	—	 
	Non-operating income
	 	 		 	 	 	—	 
	Non-operating expenses
	 	 		 	 	 	13,989	 
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Profit from operations
	 	 		 	 	 	(12,483,515	)
	Finance costs-net
	 	 		 	 	 	31,360	 
	Financial income
	 	 		 	 	 	(23,344	)
	Financial expenses
	 	 		 	 	 	54,704	 






					
	 	 	 	 	 
	 
	 	APPENDIX 8
	 	47







 









 






	 	 	 	 	 	 	 	 	 
	Dr/(Cr)	 	 	 	 	 	 
	Subsidy Income
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Profit before tax
	 	 		 	 	 	(12,452,155	)
	Taxation
	 	 		 	 	 	1,008,228	 
	Previous year adjustment
	 	 		 	 	 	13,684	 
	 
	 	 	 	 	 	 	—	 
	Profit after tax
	 	 		 	 	 	(11,430,243	)
	 
	 	 	 	 	 	 	—	 
	Minority interest
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Profit attributable to shareholders
	 	 		 	 	 	(11,430,243	)
	Accumulated gain/(losses)
	 	 		 	 	 	(3,249,986	)
	Transfer to capital stock
	 	 		 	 	 	—	 
	Surplus reserve
	 	 		 	 	 	—	 
	Statutory public welfare fund
	 	 		 	 	 	—	 
	Bonus & welfare funds
	 	 		 	 	 	—	 
	Special bonus fund
	 	 		 	 	 	—	 
	Others
	 	 		 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	—	 
	Accumulated gain/(losses), end of year
	 	 		 	 	 	(14,680,228	)









					
	 	 	 	 	 
	 
	 	APPENDIX 8
	 	48







 











 





APPENDIX 9.




GROUP ORGANIZATION STRUCTURE








					
	 	 	 	 	 
	 
	 	APPENDIX 9
	 	






49









 






APPENDIX 10.

RESOLUTION OF SHAREHOLDERS’ MEETING




Guangzhou WinClick Information Technology, Co., Ltd

Resolution of Shareholders’ Meeting


In accordance with the Company Law of the People’s Republic of China and the Articles of
Association, Guangzhou WinClick Information Technology, Co., Ltd (“the Company”) held its
Shareholders’ Meeting on this              date of       (month),
             (year) at the
Company’s meeting. All the shareholders of the Company, Cheng Chen, Yu Zhang and Qingping Wang were
present at the meeting.



At the meeting, the shareholders all present have unanimously adopted the resolutions of the
Shareholders’ Meeting as follows:





	 	1.	 	Upon the auditing by the qualified CPA firm recognized by Redgate Media AD Co., Ltd
(“Redgate”) according the prevailing accounting standard of USA, the distributable net
profits of the Company as at December 31, 2008, amount to RMB
                    Yuan(“Retained Net Profits”). In order to safeguard the normal
operation and further development of the Company, the shareholders unanimously agree that
such Retained Net Profits will not be distributed for the time being.
	 
	 	2.	 	According to the Equity Transfer Agreement executed by all the Company’s shareholders
with Redgate on December 31, 2009, the shareholders have decided to transfer all their
respective equity interests in the Company to Redgate. In order to ensure that the
shareholders are entitled to the Retained Net Profits according to their respective shares
in the Company, the shareholders unanimously agree that in the account of the Company, such
Retained Net Profits shall be recorded as the payables by the Company to the shareholders,
including the amounts of RMB
                     Yuan payable
by the Company to Cheng Chen, RMB        Yuan
payable by the Company to Yu Zhang and RMB            Yuan payable by the Company to
Qingping Wang.
	 
	 	3.	 	All the shareholders unanimously agree that without prejudice to the normal operation
and development of the Company, within seven (7) days upon receipt of the request from the
shareholders to pay all or part of the retained profits, the Company will pay such Retained
Net Profits.





Duly signed by all the shareholders:




Cheng Chen




Signature:                                                            




Yu Zhang




Signature:                                                            





					
	 	 	 	 	 
	 
	 	APPENDIX 10
	 	








50









 








Qingping Wang




Signature:                                                            




Guangzhou WinClick Information Technology, Co., Ltd



Date:





					
	 	 	 	 	 
	 
	 	APPENDIX 10
	 	







51









 








APPENDIX 11.




RESTATED ARTICLES OF ASSOCIATION



1









 





Articles of Association




of



Guangzhou WinClick Information Technology Co., Ltd.



Chapter I General Provisions


Article 1 The Articles of Association is hereby formulated by Redgate Media AD Co., Ltd. as the
sole shareholder of Guangzhou WinClick Information Technology Co., Ltd. (hereinafter referred to as
“Company”) in accordance with the Company Law of the People’s Republic of China (hereinafter
referred to as “Company Law”) and other pertinent laws and regulations.



Article 2 Where any of the terms of the Articles of Association conflicts with Chinese laws and
regulations, the latter shall prevail.




Chapter II Name and Domicile



Article 3 Name of the Company: Guangzhou WinClick Information Technology Co., Ltd.



Article 4 Domicile of the Company: Room 803-04, Tower South, Huasheng Plaza, No. 102 Xianlie Road
Middle, Yuexiu District, Guangzhou, China.




Chapter III Business Scope



Article 5 Business scope:



Research and development computer technologies, network games; computer technical service, website
production; production and release of various advertisements (duration for items to be examined and
approved shall be subject to the approval).




Chapter IV Registered Capital, Shareholder’s Name (Title), Payment Method

and Capital Contribution Amount



Article 6 Registered capital of the Company is RMB one million (RMB1,000,000).



Article 7 Shareholder’s name (title), payment method and capital contribution amount are as
follows:





2









 








	 	 	 	 	 	 	 
	 	 	Capital Contribution	 	 
	Shareholder’s Name or Title	 	Amount (RMB10,000)	 	Payment Method
	Redgate Media AD Co., Ltd.

	 	 	100	 	 	Currency






Chapter V Organs and the Establishment, Functions and Powers and Rules of

Procedure Thereof





For the purpose of the Articles of Association, “Group Company” means the Company’s existing
subsidiaries and associated companies, including Beijing Zhangshang Youyang Network
Information Technology Co., Ltd., Guangzhou Tianlang Network Technology Co., Ltd., Guangzhou
Xunyou Digital Technology Co., Ltd., Guangzhou Zhishu Communication Technology Co., Ltd.,
Guangzhou Kaiyuan Digital Technology Co., Ltd., Nanjing WinClick Information Technology Co.,
Ltd., and any other company which the Company acquires or invests in the future.


Article 8 The shareholder shall exercise the following functions and powers:





	 	1)	 	to decide on the business policies and investment plans of the Company;
	 
	 	2)	 	to elect and replace directors and supervisor other than staff representatives, and to
decide on matters concerning the remuneration of directors and supervisor;
	 
	 	3)	 	to examine and approve the reports of the board of directors;
	 
	 	4)	 	to examine and approve the reports of the board of supervisors;
	 
	 	5)	 	to examine and approve the annual financial budget plan and the final accounts plan of
the Company;
	 
	 	6)	 	to examine and approve the Company‘s plans for profit distribution and plans for making
up losses;
	 
	 	7)	 	to decide on the increase or reduction of the registered capital of the Company;
	 
	 	8)	 	to decide on the issuance of Company bonds, grant of loans or any claim to any person;
	 
	 	9)	 	to decide on matters such as merger, division, dissolution, liquidation or
transformation of the Company;
	 
	 	10)	 	to decide on matters such as sale, lease, exchange, transfer or otherwise disposal of
all or substantial assets of the Company;
	 
	 	11)	 	to decide on matters such as purchase or acquisition of all or substantial assets of
other persons, and transfer of important contracts which have material impact upon the
Company’s operation;
	 
	 	12)	 	to amend the Articles of the Association of the Company;
	 
	 	13)	 	to examine and approve any guarantee provided by the Company, including, but not
limited to, creation of any fixed or floating guarantee, mortgage, lieu or other
encumbrance upon all or any part of the businesses or assets of the Company of any Group
Company;
	 
	 	14)	 	to decide on equity investment or debt investment, including, but not limited to,
investment in or purchase of shares, equity or interests of other companies, to




3









 






	 	 	 	establish any joint venture, partnership, alliance or pooling arrangement; or to establish
any subsidiary, branch, representative office, contact office or any other entity; and






	 	15)	 	to decide on material changes in any accounting standard and any accounting policy, and
to appoint the independent auditor.




Article 9 Decisions made by the shareholder on business policies and investment plans of the
Company shall be in writing and, after signed by the shareholder, kept at the Company.



Article 10 The Company has the board of directors, which comprises three (3) directors, who shall
be appointed by the shareholder. The initial directors shall be Yue Jin, Ying Zhu and Cheng Chen.
The term of office of a director shall be three (3) years. A director may, if reappointed upon
expiration of the term of office, serve consecutive terms.



The board of directors shall have one (1) chairman, who shall be appointed by the shareholder from
the two (2) directors other than Cheng Chen.



Article 11 The board of directors shall exercise the following functions and powers:





	 	1)	 	to report on its work to the Shareholders;
	 
	 	2)	 	to implement the resolutions of the Shareholders;
	 
	 	3)	 	to decide on the business plans and the investment plans of the Company;
	 
	 	4)	 	to formulate the annual financial budget plan and the final accounts plan of the
Company;
	 
	 	5)	 	to formulate plans for profit distribution and plans for making up losses of the
Company;
	 
	 	6)	 	to formulate plans for the increase or reduction of the registered capital of the
Company and for the issuance of Company bonds;
	 
	 	7)	 	to formulate plans for the merger, division, transformation and dissolution of the
Company;
	 
	 	8)	 	to decide on establishment of the Company’s internal management organ;
	 
	 	9)	 	to decide on appointment or dismissal of the Company’s general manager, deputy general
management for operation, financial officer and other senior management personnel; to
decide on their remunerations; to decide on the function and power scope of the general
manager;
	 
	 	10)	 	to formulate the basic management system of the Company;
	 
	 	11)	 	to approve any disposal of the Company’s intellectual property;
	 
	 	12)	 	to approve any contract, agreement, expenditure or other financial arrangement of the
Company with an amount exceeding RMB one hundred thousand (RMB100,000);
	 
	 	13)	 	to approve the sale, transfer, lease or otherwise disposal of the Company’s assets
whose accumulative fair market price exceeds RMB one hundred thousand (RMB100,000)
[including series of consecutive sale in one year, of which the total amount exceeds RMB
one hundred thousand (RMB100,000)];




4









 












	 	14)	 	to approve the purchase or acquisition of any asset whose accumulative fair market
price exceeds RMB one hundred thousand (RMB100,000) [including series of consecutive
purchase or acquisition in one year, of which the total amount exceeds RMB one hundred
thousand (RMB100,000)];
	 
	 	15)	 	to approve any loan granted by the Company and any Group Company to any third person,
with an amount exceeding RMB one hundred thousand (RMB100,000);
	 
	 	16)	 	to approve any volunteer termination, dissolution, winding up and liquidation of any
Group Company;
	 
	 	17)	 	to approve any Group Company’s merger, division, transformation, asset stripping,
reorganization or purchase of another enterprise’s share or equity interest;
	 
	 	18)	 	to approve and dismiss the members of the board of directors of each Group Company or
the executive director, to approve changes in the scale of the board of directors of each
Group Company, or to approve changes in the appointment/dismissal procedures for the
members of the board of directors of each Group Company;
	 
	 	19)	 	to approve the lawsuits, arbitrations or reconciliation in connection with the Company,
with an amount exceeding RMB one hundred thousand (RMB100,000);
	 
	 	20)	 	to appoint, reappoint or dismiss general manager, chief financial officer, independent
auditor or attorney of any Group Company, to modify, terminate and waive employment
contracts, confidentiality, non-competition agreements and service agreements with such
persons, and to decide on their remunerations and on salary & bonus plans which are in
favor of the management personnel of the Group Company;
	 
	 	21)	 	to change the Company‘s business scope, alter or expand businesses which may results in
material difference in existing business; or to carry out activities irrelevant to the
existing business; and
	 
	 	22)	 	to approve any contract or arrangement between the Company and its shareholder,
directors or senior management personnel, or any third person which is associated with the
Company‘s shareholder, directors or senior management personnel, or to amend materially
such contract or arrangement.




Article 12 The meetings of the board of directors shall be convened and presided over by the
chairman. Where the chairman cannot or fail to perform his duties, the meetings shall be presided
over by a director elected by more than half of all the directors.



Article 13 A director shall have one voting right upon a resolution.



Resolutions of the board of directors shall become effective with the consent of more than half of
all the directors.



Article 14 The meeting of the board of directors shall be held once every six (6) months. The
chairman shall convene and preside over the meetings of the board of directors. The chairman shall
send a written notice (including e-mail and facsimile) (“Notice of Meeting of the Board of
Directors”) to each director at least ten (10) working days in advance, indicating the date, time,
place of the meeting and topics to be discussed at the meeting. With respect to a meeting, the
requirement for written notices may be waived with consents of all the directors.



Where a director cannot attend a meeting of the board of directors for any special reason, he may
entrust his proxy with a written power of attorney to attend the meeting and take


5









 






part in voting.
The proxy shall have the same rights and powers with the director who
issues the power of attorney. A director who neither attends in person nor entrusts a proxy to
attend a meeting of the board of directors shall be deemed as waiving the voting right at such
meeting.



Any meeting of the board of directors may be held by means of conference telephone or other similar
communication devices if all the directors present at the meeting can be heard and talk with each
other, and all such directors shall be deemed as attending the meeting in person.



The chairman shall hold an interim meeting of the board of directors upon the proposal of Cheng
Chen or any two (2) directors or the supervisor.



Article 15 Meetings of the board of directors shall be held according to the date, time and place
as mentioned in the meeting notices. At least two (2) directors (including Cheng Chen) shall
constitute the valid quorum of a meeting of the board of directors. Notwithstanding the generality
of such provisions, if Cheng Chen cannot attend a meeting of the board of directors in person or by
proxy, the meeting of the board of directors shall be postponed to the same time and place on the
seventh (7th) day following the original day as mentioned in the meeting notice
(“Postponed Meeting of the Board of Directors”). The chairman need not issue a new notice of such
Postponed Meeting of the Board of Directors. Where Cheng Chen cannot attend such Postponed Meeting
of the Board of Directors in person or by proxy, the directors present at the meeting may
constitute the valid quorum.



The board of directors may adopt written resolutions with the unanimous consent of all the
directors in lieu of a meeting of the board of directors.



Article 16 The Company has one (1) general manager and one (1) deputy general manager for
operation, both of whom shall be appointed or dismissed by the board of directors and may serve
consecutive terms if reappointed. The initial general manger shall be Cheng Chen, with the term of
office of three (3) years. The general manger shall be responsible to the board of directors and
exercise the following functions and powers:





	 	1)	 	to take charge of the production, operation and management of the Company and to
organize the implementation of the resolutions of the board of directors;
	 
	 	2)	 	to organize the implementation of the annual business plans and investment plans of
the Company;
	 
	 	3)	 	to draw up plans on the establishment of the internal management organs of the
Company;
	 
	 	4)	 	to draw up the basic management system of the Company;
	 
	 	5)	 	to formulate specific rules and regulations of the Company;
	 
	 	6)	 	to appoint or dismiss management personnel other than those to be appointed or
dismissed by the board of directors; and
	 
	 	7)	 	to exercise other functions and powers granted by the board of directors.




The manager may attend the meetings of the board of directors as a non-voting participant.









6









 







Article 17 The general manager shall be subject to the performance appraisal conducted by the board
of directors. The board of directors may decide on the appointment and dismissal of the initial
general manager according to the actual performance situation of the Company. During the term of
office of the initial general manager, if the net profits of the Company derived from ordinary
operations in 2009, 2010 or 2011 which is audited by the qualified CPA firm in accordance with the
existing US GAAP are less than the performance target (RMB11,000,000 in 2009, RMB12,650,000 in 2010
and RMB14,550,000 in 2011), the initial general manager may be replaced at any time with the
consent of more than half of all the directors. Where the general manager violates the employment
contract with the Company, the Company’s Articles of Association, laws or regulations, or conducts
corrupt practices or neglects his duties seriously, which causes material losses of more than RMB
one million (RMB1,000,000) to the Company, the general manager may be replaced at any time with the
consent of more than half of all the directors.



Article 18 Without the approval of the board of directors, general manager, deputy general manager
for operation and other senior management personnel shall not serve concurrently as general manager
or other senior management personnel of any economic organization
other than the Company’s
subsidiaries.



Article 19 The Company has not a board of supervisor, but has one (1) supervisor, who shall be
appointed by the shareholder.



The term of office of a supervisor shall be three (3) years. A director may, if reappointed upon
expiration of the term of office, serve consecutive terms.



Article 20 The supervisor shall exercise the following functions and powers:





	 	1)	 	to examine the financial affairs of the Company;
	 
	 	2)	 	to supervise the acts of the directors and senior management personnel during the
performance of their duties, and to propose for dismissal of the directors or senior
management personnel who violate the laws, administrative regulations, the Articles of
Association or the shareholder’s decisions;
	 
	 	3)	 	to demand the directors and senior management personnel to make corrections if any of
their acts is found to have damaged the Company’s interests;
	 
	 	4)	 	to make proposals at a Shareholders’ Meeting;
	 
	 	5)	 	to bring lawsuits against the directors and senior management personnel in accordance
with Article 152 of the Company Law; and
	 
	 	6)	 	to propose to hold a meeting of the board of directors;




The supervisor shall attend the meetings of the board of directors as a non-voting participant.




Chapter V Legal Representative








7









 







Article 21
The chairman shall be the Company’s legal representative.



Article 22 The legal representative shall exercise the following functions and powers:





	 	1)	 	to inspect the implementation of the shareholder’s decisions and report to the
shareholder;
	 
	 	2)	 	to sign relevant documents on behalf of the Company; and
	 
	 	3)	 	to exercise the special discretion power and the disposal
right upon the Company’s
affairs in case of any war, severe natural disaster and other emergent circumstances
provided that the special discretion power and the disposal right must accord with the
Company‘s interests, and to report to the shareholder thereafter.





Chapter VI Financial Affairs, Accounting, Profit Distribution and Employment System



Article 23 The Company shall establish the financial and accounting systems in accordance with
Chinese laws, regulations and other rules of finance and tax departments. The Company shall prepare
financial reports in accordance with the enterprise accounting system or other accounting standard
formulated by the shareholder, as well as other pertinent Chinese laws and regulations. The Company
shall submit the financial reports of the previous fiscal month to the shareholder within the first
five (5) days of each month. The Company shall complete the preparation of the financial report of
the current year within six (6) months from the end of each fiscal year, and appoint an independent
CPA firm to audit the accounting books and annual financial reports and to issue the audit
opinions. The audited financial report and the audit opinions shall be examined and approved by the
board of directors and submitted to the shareholder.



Article 24 Profit distribution shall be subject to the Company Law, other laws and regulations, as
well as pertinent regulations of the finance department under the State Council.



Article 25 The employment system of the Company shall be subject to the laws and regulations, as
well as pertinent regulations of the labor department under the State Council.




Chapter VII Dissolution Causes and Liquidation Methods



Article 26 The Company may be dissolved in any of the following circumstances:





	 	1)	 	Where the dissolution causes as specified in the Articles of Association occur;




8









 












	 	2)	 	Where the shareholder decides on dissolution;
	 
	 	3)	 	Where dissolution becomes necessary as a result of merger or division of the Company;
	 
	 	4)	 	Where the Company’s Business License is revoked, the Company is ordered to close down
or its registration is cancelled;
	 
	 	5)	 	Where the competent People’s Court rules for dissolution in accordance with the laws;
	 
	 	6)	 	Where the Company is declared legally bankrupt; or
	 
	 	7)	 	Other dissolution circumstances as provided for in laws and administrative regulations
occur.





Article 27 When the Company is dissolved, a liquidation team shall be formed in accordance with the
Company Law to conduct liquidation upon the Company. After the completion of the liquidation, the
liquidation team shall prepare a liquidation report and submit it to the shareholder or relevant
competent authority for confirmation, report it to the company registration authority for applying
for canceling the Company’s registration, and announce the termination of the Company.




Chapter VIII Supplementary Provisions



Article 28 Registered items of the Company shall be subject to those verified and approved by the
company registration authority.



Article 29
The Articles of Association shall be duly signed by the shareholder on the ___ day of
___, ___and take effect thereafter. The Articles of Association shall be made in three (3)
copies, two (2) kept by the Company and one (1) submitted to the company registration authority.




(Executive Page Attached)







9









 







(Execution Page)




Shareholder:




Redgate Media AD Co., Ltd. (seal)




Signature:                                                            




Legal representative: Yue Jin




Date:                     




					
	 	 	 	 	 
	 
	 	APPENDIX 11
	 	10