exv10w3w2






Exhibit 10.3.2



[Translation of Chinese original]



THIS AMENDMENT CONTRACT is entered into in Beijing, the PRC on this 28th day of
August 2009 by and among:





	(1)	 	REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD., a wholly foreign-owned company
established and existing under the laws of the PRC, with its domicile at Suite 804, Building
2, 19 Jianguomenwai Avenue, Chaoyang District, Beijing (the “Investor”);
	 
	(2)	 	THE NATURAL PERSONS NAMED IN APPENDIX 1 TO THE INVESTMENT FRAMEWORK AGREEMENT executed on
August 3, 2008 (the “Existing Shareholders”); and
	 
	(3)	 	BEIJING YANHUANG SHENGSHI ADVERTISING COMPANY LIMITED, a limited liability company
established and existing under the laws of the PRC, with its registered address at No. 320
Miaocheng Shizi Street South, Miaocheng Town, Huairou District, Beijing, the PRC (the
“Company”).




(The Investor, the Existing Shareholders and the Company are collectively referred to as the
“Parties” and individually as a “Party”.)



WHEREAS: the Parties executed the Investment Framework Agreement on August 3, 2008 and
typographical errors were made on pages 13, 16 and 19 thereof.



NOW, THEREFORE, the Parties have agreed to replace pages 13, 16 and 19 thereof in accordance with
Appendix 1.




	 	 	 	 
	 	REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD. [company seal]

 	 
	 	By:  	/s/ Ying Zhu
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


	 	 	 	 
	 	YIGANG ZHAO

 	 
	 	Signature:  	/s/ Yigang Zhao
 	 
	 	 	 	 
	 	BIN HE



	 	Signature:  	/s/ Bin He
 	 
	 
	 	YOUYI WANG

 	 
	 	Signature:  	/s/ Youyi Wang
 	 
	 	 	 	 
	 	TING LI

 	 
	 	Signature:  	/s/ Ting Li
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 
	 	BEIJING YANHUANG SHENGSHI
ADVERTISING 
COMPANY LIMITED 
[company seal]

 	 
	 	By:  	/s/ Youyi Wang
 	 
	 	 	Name:  	Youyi Wang 	 
	 	 	Title:  	Vice President 	 



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Appendix 1



The following provisions on this page shall replace page 20 of the Investment Framework Agreement:




	 	 	 	 	 
	X =

	 	A
 ́ C  ́ 49%  ́ 30%  ́ D – F
	 	 
	 

	 	 	 	 
	 

	 	B	 	 





Of which:




	 	 	 
	X =
	 	the number of shares issued in 2009

	 	 	 

	A =
	 	the Company’s audited net profit for 2008 as
calculated in accordance with US GAAP (the “Company’s 2008 Net Profit”)

	 	 	 

	B =
	 	the average closing price for the 10 trading
days after the announcement of the Listed Company’s 2008 financial
accounts as audited

	 	 	 

	C =
	 	the P/E ratio used for pricing of the Listed
Company’s Qualified Offshore Listing (if the Qualified Offshore Listing
occurs in the fourth quarter of 2008 or the first quarter of 2009, C
shall be the average of the Listed Company’s P/E ratio for the 20 days
following the announcement of the Listed Company’s audited annual
financial accounts as at December 31, 2008 shown on the website of the
stock exchange with which the Listed Company is listed or a financial
institution recognized in the industry with good reputation or shown in
a securities research report)

	 	 	 

	D =
	 	70%

	 	 	 

	F =
	 	the fee paid for auditing the historical
financial reports for the years of 2005 to 2007 and the first quarter
of 2008 pursuant to US GAAP (which shall not exceed Renminbi One
Million Five Hundred Thousand (RMB1,500,000))








The Parties understand and agree that under no circumstance shall the amount
of A  ́ C  ́ 49%  ́ 30%  ́ D exceed the result of RMB18
million  ́ 19
 ́ 49%  ́ 30%  ́ 120% – F, namely
RMB60,328,800.




The Parties understand and agree that solely for the purpose of calculation
as per the above formula, the Company’s 2008 Net Profit shall not exceed an
amount equivalent to RMB18 million  ́ 120%.



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The following provisions on this page shall replace page 24 of the Investment Framework Agreement:



Of which:




	 	 	 
	X =
	 	the number of shares issued in 2010

	 	 	 

	A =
	 	the Company’s audited net profit for 2009 as
calculated in accordance with US GAAP (the “Company’s 2009 Net Profit”)

	 	 	 

	B =
	 	the average closing price for the 10 trading
days after the announcement of the Listed Company’s 2009 financial
accounts as audited

	 	 	 

	C =
	 	the average P/E ratio for the 20 days after
the announcement of the Listed Company’s audited annual financial
accounts as at December 31, 2009 shown on the website of the stock
exchange with which the Listed Company is listed or a financial
institution recognized in the industry with good reputation or shown in
a securities research report

	 	 	 

	D =
	 	70%








The Parties understand and agree that under no circumstance shall the amount
of A  ́ C  ́ 49%  ́ 30%  ́ D exceed the result of
RMB21.5 million  ́ 19  ́ 49%  ́ 30%  ́ 120%, namely
RMB72,060,000.




The Parties understand and agree that solely for the purposes of calculation
as per the above formula, the Company’s 2009 Net Profit shall not exceed an
amount equivalent to RMB21.5 million  ́ 120%.




The Parties further agree to establish in the Company a bad debt
provisioning system that is acceptable to all of the Parties. The Parties
initially agree that the bad debt provisioning ratio shall be 3% of the
accounts receivable of the relevant year. However, such bad debt
provisioning ratio shall require the confirmation by the auditor pursuant to
US GAAP and the Company’s total actual bad debt amount of the preceding
year.




Moreover, the Investor may, at its own discretion, pay in cash the Existing
Shareholders instead of all or part of the shares it is required to issue in
2010 to the Existing Shareholders under this Article. Furthermore, under
such a circumstance, the amount of cash payable in substitution for the
 shares to be issued in 2010 shall be equivalent to the quantity of all or
part of the shares to be issued in 2010 for substitution multiplied by the
amount of B.



4









 




The provisions on this page shall replace page 28 of the Investment Framework Agreement:



Of which:




	 	 	 
	C =
	 	 the average of the P/E ratio for the 20 days
after the announcement of the Listed Company’s audited annual financial
accounts as at December 31, 2010 shown on the website of the stock
exchange with which the Listed Company is listed or a financial
institution recognized in the industry with good reputation or shown in
a securities research report

	 	 	 

	D =
	 	 70%








The Parties understand and agree that under no circumstance shall the amount
of A  ́ C  ́ 49%  ́ 40%  ́ D exceed the result of RMB25
million  ́ 19  ́ 49%  ́ 40%  ́ 120%, namely
RMB111,720,000.




The Parties understand and agree that solely for the purposes of calculation
as per the above formula, the Company’s 2010 Net Profit shall not exceed an
amount equivalent to RMB25 million  ́ 120%.




The Parties further agree to establish in the Company a bad debt
provisioning system that is acceptable to all the Parties. The Parties
initially agree that the bad debt provisioning ratio shall be 3% of the
accounts receivable of the relevant year. However, such bad debt
provisioning ratio shall require the confirmation by the auditor pursuant to
US GAAP and the Company’s total actual bad debt amount of the preceding
year.




Moreover, the Investor may, at its own discretion, pay in cash the Existing
Shareholders instead of all or part of the shares it is required to issue in
2011 to the Existing Shareholders under this Article. Furthermore, under
such a circumstance, the amount of cash payable in substitution for the
 shares to be issued in 2011 shall be equivalent to the quantity of all or
part of the shares to be issued in 2011 multiplied by the amount of B.




The Parties understand and agree that if the Investor fails to perform its
payment obligation under this Article for a reason other than force majeure,
the Investor shall pay to the Existing Shareholders a daily late payment
fine at the rate of 0.04% per day of the cash equivalent of X shares as
described in this Article.




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