exv10w4w7






			
	

[Translation of Chinese original]
	 	Exhibit 10.4.7






 






Supplemental & Amendment Agreement




Of



Equity Transfer Agreement of Shanghai Hongmen Advertising Co., Ltd.



 





By and among




Redgate Media AD Co., Ltd.



Weidong Zhu



And



Shanghai Hongmen Advertising Co., Ltd.



April 8 , 2008




Shanghai Office




King & Wood PRC Lawyers



 









 




The Supplemental and Amendment Agreement (hereinafter referred to as the “Agreement”) was
signed by the following parties hereto in Beijing, the People’s Republic of China (hereinafter
referred to as “China”) on the 8 day of April, 2008:





	(1)	 	Redgate Media AD Co., Ltd., a limited liability company duly incorporated and existing in
accordance with the laws of China, with its registered address at Rm. 1807, 5/F, Tower B,
Jianwai SOHO, 39 East 3rd Ring Road Central, Chaoyang District, Beijing, China
(“Transferee”);






	(2)	 	Weidong Zhu, a natural person and shareholder of Shanghai Hongmen Advertising Co., Ltd., with
the ID Card number of 310110197006105018 (“Transferor”); and






	(3)	 	Shanghai Hongmen Advertising Co., Ltd., a limited liability company duly incorporated and
existing in accordance with the laws of China, with its registered address at Building P-1,
No. 7523 Beiqing Highway, Chonggu Town, Qingpu District, Shanghai, China (“Company” or
“Hongmen”).




(Herein, the Transferee, the Transferor and the Company are collectively referred to as the
“parties” and individually referred to as a “party”.)




Whereas:





	(A)	 	The Transferor, Transferee and other parties concerned concluded, on December 19, 2007, the
Investment Framework Agreement (“Framework Agreement”) as presented in Appendix I hereto and
the Equity Transfer Agreement (“Transfer Agreement”) as presented in Appendix II hereto,
agreeing that the Transferor transfers 0.15% of the Company’s equity interest held by him to
the Transferee (“Equity Transfer”).






	(B)	 	During the period from the date of the Transfer Agreement to the date of the Agreement, due
to the reason of performing the contract, the Transferor, Transferee and other parties
concerned, through negotiation, agreed unanimously to amend partially the terms and conditions
of the Transfer Agreement.




Therefore, in line with the equal and mutual-benefit principle, upon amiable negotiation, the
parties hereto agree, regarding the supplement and amendment of the Equity Transfer Agreement, as
follows:





	1.	 	Definitions
	 
	 	 	Definition
	 
	 	 	For the purpose of the Agreement, the terms that are not defined hereto shall bear the same
meaning as those in the Equity Transfer Agreement.
	 
	 	 	Headings
	 
	 	 	The headings of the Articles are inserted only for reference and shall not affect the
interpretation of the Agreement.
	 
	 	 	Reference
	 
	 	 	Reference to laws of China herein shall include any regulations, rules, policies bearing the
legal effect or other auxiliary legislations within the jurisdiction. Reference to any law
shall include its revision or alteration made from time to time. Reference to the Agreement
or any contract shall be construed as including any relevant contract that may be revised,
altered or updated contract.




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	 	 	Appendices
	 
	 	 	The appendices consist of all those set out in the table of contents of the Agreement
and constitute an integral part of the Agreement.
	 
	2.	 	General Principles




As the general principles for amending the Equity Transfer Agreement, the parties hereto
acknowledge and agree as follows:





	2.1	 	The provision that the Transferor shall transfer 0.15% of the Company’s equity interest to
the Transferee is amended as that the Transferor shall transfer the Company’s equity interest
representing RMB9,615 of the Company’s registered capital and as of the date of the Agreement,
the parties hereto have completed the formalities for registration of changes in respect of
the said Equity Transfer with the administration for industry and commerce.






	2.2	 	The Transferee agrees to extend the deadline for fulfilling the Conditions Precedent to one
(1) month from the date of the Agreement.






	2.3	 	The headings and mutual citations for the Articles of the Transfer Agreement shall be
adjusted in accordance with the amendments hereto.






	3.	 	Amendment to the Equity Transfer Agreement




In accordance with the above general principles, the parties hereto agree to amend the Equity
Transfer Agreement as follows:





	 	 	“Whereas” Clause (A) of the Equity Transfer Agreement is amended as follows:






	 	(A)	 	The Company was incorporated on June 9, 2004. As of the date of the Agreement,
the Company’s registered capital amounts to RMB Five Million Two Hundred Thousand Only
(RMB5,200,000).






	 	 	Article 1 of the Equity Transfer Agreement






	 	3.2.1	 	Definition of “Equity Interest to Be Transferred” is amended as follows:
	 
	 	 	 	“Equity Interest to Be Transferred” means the Company’s equity interest representing
RMB9,615 of the Company’s registered capital, which shall be purchased by the
Transferee from the Transferor in accordance with the Agreement;
	 
	 	3.2.2	 	Definition of “Capital Increase” is amended as follows:
	 
	 	 	 	“Capital Increase” means the relevant matter undertaken by the parties hereto and
other parties concerned in accordance with the new Capital Increase Agreement with
respect to the investment of RMB fifteen million (RMB15,000,000) by Redgate
Interactive Advertising (Beijing) Co., Ltd. (“Redgate Inactive” and together with the
Transferee, collectively referred to as “PAMC Group”) to subscribe for the Company’s
increased capital;
	 
	 	3.2.3	 	Definition of “Capital Increase Agreement” is amended as follows:
	 
	 	 	 	“Capital Increase Agreement” means the Additional Capital Agreement duly signed by and
among the parties hereto and other parties concerned on April 8, 2008 with respect to
the investment of RMB fifteen million (RMB15,000,000) by Redgate Interactive to
subscribe for the Company’s increased capital.






	 	 	Article 2.1 of the Equity Transfer Agreement is amended as follows:




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	 	 	Provided that the Conditions Precedent are fulfilled, the Transferor agrees to sell to the
Transferee the equity interest it holds, representing RMB9,615 of the Company’s registered
capital, and the Transferee agrees to purchase the above equity interest without any
encumbrance, including all the rights attached and to be attached to such equity interest.






	 	 	Article 3.1.5 of the Equity Transfer Agreement is amended as follows:






	 	 	The Transferor and Chengye Guo have unanimously agreed on adjusting the proportional
transfer of the Company’s equity interest Chengye Guo holds, signed the relevant equity
transfer agreement and completed the formalities for registration of change with the
administration for industry and commerce.






	 	 	Article 3.1.12 of the Equity Transfer Agreement is amended as follows:






	 	 	The Company and PAMC Group have signed with Chengye Guo the Confidentiality Agreement and
the Non-competition Agreement in the form to the satisfaction of PAMC Group.






	 	 	Article 3.1.14 of the Equity Transfer Agreement is amended as follows:






	 	 	With respect to the particular plan and conditions for the capital increase of Redgate
Interactive, the parties hereto shall reach unanimous agreement and sign a new Capital
Increase Agreement and relevant legal documents (including but not limited to the Restated
Articles of Association).






	 	 	Article 3.1.15 of the Equitiy Transfer Agreement is deleted.






	4.	 	Supplemental Provisions
	 
	 	 	The Transferee agrees to extend, in accordance with the provisions of Article 5.3 of the
Equity Transfer Agreement, the deadline for fulfillment of the Conditions Precedent in the
Equity Transfer Agreement to one (1) month from the date of the Agreement (“Extended
Period”). If the Company or the Transferor fails to perform its obligations for fulfillment
of the transaction’s Conditions Precedent within the said Extended Period, the Transferee
shall be entitled to apply the provisions of Article 5.3 of the Equity Transfer Agreement.
	 
	5.	 	Entire Agreement
	 
	 	 	The Agreement and the Equity Transfer Agreement amended hereto shall constitute the entire
agreement between the parties hereto regarding the Equity Transfer. Where the Agreement is
in conflict with any oral and written agreement, contract, understanding or correspondence
reached prior to the signing date of the Agreement, by and between the parties hereto
regarding the subject matter of the Agreement, the Agreement shall prevail. All the
provisions or matters in the Equity Transfer Agreement (including all the agreements and/or
documents mentioned or specified as inclusive) which have not been amended or supplemented
herein shall remain applicable.




The Agreement is duly signed in triplicate by the authorized representatives of the parties hereto
and each of them shall hold one (1) copy.




(The remainder of this page is intentionally left blank with the signature pages attached.)






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Execution Page



The parties hereto have duly signed the Agreement on the date first above written.




	 	 	 	 	 
	Redgate Media AD Co., Ltd. [company seal]

 	 	 
	Signature:  	/s/ Yue Jin
 	 	 
	 	Name:  	Yue Jin 	 	 
	 	Title:  	Chairman of the Board 	 	 













 







Execution Page



The parties hereto have duly signed the Agreement on the date first above written.




	 	 	 	 	 
	
Weidong Zhu

 	 	 
	Signature:  	/s/ Weidong Zhu
 	 	 
	 


	 	 	 	 	 
	
Shanghai Hongmen Advertising Co., Ltd. [company seal]

 	 	 
	Signature of Authorized Representative:  	/s/ Weidong Zhu
 	 	 
	 























 








Appendix I

Investment Framework Agreement




[See Exhibit 10.4.1]



Appendix I
















 








Appendix II

Equity Transfer Agreement




[See Exhibit 10.4.2]



Appendix II