exv10w6w1






Exhibit 10.6.1



[Translation of Chinese original]




EQUITY TRANSFER AGREEEMENT




IN CONNECTION WITH



BEIJING ALLIANCE ONLINE ADVERTISING COMPANY LTD.



By and Among



REDGATE MEDIA AD CO., LTD.



QIAN YANG



And



QINGANG FENG



 









 





Table of Contents




	 	 	 	 	 	 	 
	Article 1.
	 	Definitions	 	 	1	 
	Article 2.
	 	Transfer of equity interest	 	 	3	 
	Article 3.
	 	Representations and Warranties	 	 	4	 
	Article 4.
	 	Closing	 	 	5	 
	Article 5.
	 	Further covenants	 	 	6	 
	Article 6.
	 	Rights of the Parties	 	 	8	 
	Article 7.
	 	Confidentiality	 	 	8	 
	Article 8.
	 	Notices	 	 	9	 
	article 9.
	 	Liability for Breach of Contract	 	 	10	 
	Article 10.
	 	Expenses and Taxes	 	 	10	 
	Article 11.
	 	Dispute Resolution	 	 	11	 
	Article 12.
	 	Governing Law	 	 	11	 
	Article 13.
	 	Language	 	 	11	 
	Article 14.
	 	Entire Contract	 	 	11	 
	Article 15.
	 	Effectiveness	 	 	11	 
	Appendix 1.
	 	Particulars of the Company and Its Subsidiaries	 	 	12	 
	Appendix 2.
	 	Conditions Precedent to Closing	 	 	13	 
	Appendix 2.
	 	Annex — Articles of Association	 	 	15	 
	Appendix 3.
	 	Representations and Warranties	 	 	16	 
	Appendix 4.
	 	Non-Compete Agreement	 	 	24	 
	Appendix 5.
	 	Non-Disclosure Agreement	 	 	25	 
	Appendix 6.
	 	Disclosure Schedule	 	 	26	 
	Appendix 7.
	 	Financial STATEMENTS	 	 	27	 






 









 





THIS EQUITY TRANSFER AGREEMENT (this “Agreement”) is entered into on this 2nd day
of February 2008 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 8th Floor,
Tower B, CITIC Building, 19 Jianguomenwai Avenue, Chaoyang District, Beijing (“Party A”); and
	 
	(2)	 	QIAN YANG, a natural person and citizen of the People’s Republic of China whose ID card
number is 110105720423112 and whose residential address is Flat 103, Entrance 2, Building 20,
Regal Court, West Dawang Road, Beijing;
	 
	 	 	QINGANG FENG, a natural person and citizen of the People’s Republic of China whose ID card
number is 110106570921421 and whose residential address is Flat 3703, Block A,
Fenghuangcheng, Beijing; (Qian Yang and Qingang Feng are hereinafter collectively referred
to as “Party B”).






	WHEREAS:






	(A)	 	Party B owns 100 percent of the Equity Interest in BEIJING ALLIANCE ONLINE ADVERTISING
COMPANY LTD. (the “Company”) (the particulars of the Company as of the date hereof are set
forth in Part A of Appendix 1 hereto), of which Qian Yang owns 60 percent of the Equity
Interest and Qingang Feng owns 40 percent of the Equity Interest.
	 
	(B)	 	The Parties hereby 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 hereof,
pursuant to which Qian Yang shall transfer 60 percent of the Equity Interest to Party A
without consideration and Qingang Feng will transfer 40 percent of the Equity Interest to
Party A without consideration.




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:
	 
	 	 	“Equity Interest” means 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 earings of the Company), namely the equity interest that is the subject of the
Proposed Equity Transfer.
	 
	 	 	“Closing” means the transfer of the Equity Interest to Party A by Party B and the carrying
out of all the necessary procedures to amend the shareholder register to effect the transfer
of the Equity Interest.
	 
	 	 	“Closing Date” means the date on which all of the Conditions for the transfer of the Equity
Interest set forth in Appendix 2 hereto have been fulfilled and the amendment




 









 






	 	 	to the shareholder register has been completed, or such other date as agreed upon by the
Parties.
	 
	 	 	“Security Interests” means any mortgages, claims, equitable interests, liens, options,
pledges, security interests, preemptive rights, acquisition rights, seizure rights,
ownership retention, setoff rights, counterclaims, trust arrangements and any other
restrictions (including restrictions on the right to use, vote, transfer, receive proceeds
or other ownership rights);
	 
	 	 	“Due Diligence” means the comprehensive due diligence on the Company conducted by Party A
and a party or parties designated by Party A.
	 
	 	 	“Confidential Information” means all oral or written information on or relating to 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 the Closing hereunder. Neither Party shall provide relevant information to
any third party other than the companies engaged by the Parties.
	 
	 	 	“Conditions” means the conditions precedent for the Closing set forth in Appendix 2.
	 
	 	 	“Working Day” or “Business Day” means a day other than a Saturday, Sunday or a public
holiday in the PRC .
	 
	 	 	“Renminbi” or “RMB” means the legal currency of the PRC.
	 
	 	 	“AoA” means the articles of association of the Company as amended and supplemented from time
to time.
	 
	 	 	“Registration Authority” means the administration for industry and commerce with which the
Company is registered.
	 
	1.2	 	Unless otherwise expressly indicated or required by the context:






	 	1.2.1	 	any reference to a contract, agreement or document shall mean such contract,
agreement or document as may be amended, supplemented or novated from time to time;
	 
	 	1.2.2	 	any reference to a person in this Agreement or another contract, agreement or
document shall include such person’s successors and permitted assigns;
	 
	 	1.2.3	 	any reference to an Article or Appendix 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 and “Parties” shall refer to
Party A and Party B.




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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 Two Hundred Thousand (RMB1,200,000) subject to the adjustment in accordance with
Article 2.5 hereof and Party A agrees to pay the amount of Renminbi One Million Two Hundred
Thousand (RMB1,200,000) (the “Transfer Price”) subject to the adjustment in accordance with
Article 2.5 hereof to acquire the Equity Interest from Party B. The Equity Interest shall be
free of any Security Interest. The Parties understand and agree that the adjusted payment
amount of the Renminbi One Million Two Hundred Thousand (RMB1,200,000) in accordance with
Article 2.5 hereof, i.e., the Transfer Price, may be less than Renminbi One Million Two
Hundred Thousand (RMB1,200,000).
	 
	2.2	 	The holding of the equity interest of the Company before the completion of the Proposed
Equity Transfer is set forth as below:





	 	 	 	 	 	 	 	 	 
	Name of shareholder	 	Capital contribution	 	Percentage
	Qian Yang
	 	RMB300,000	 	 	60	%
	Qingang Feng
	 	RMB200,000	 	 	40	%
	Total
	 	RMB500,000	 	 	100	%







	2.3	 	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.

	 	RMB500,000
	 	 	100	%
	Total

	 	RMB500,000
	 	 	100	%







	2.4	 	The Parties agree that within seven (7) Business Days after the execution of this Agreement,
Party A shall remit the sum of Renminbi Four Hundred and Eighty Thousand (RMB480,000) into a
joint account opened jointly by the Parties. The withdrawal of any amount from such joint
account shall require the signatures of both Parties’ authorized representatives. The Parties
agree to cause, within three (3) Business Days after the completion of the procedures for
amendment to shareholder register, the aforementioned amount, namely Renminbi Four Hundred and
Eighty Thousand (RMB480,000), to be transferred into a Renminbi bank account designated by the
Company.
	 
	2.5	 	The Parties agree that, within sixty (60) Business Days after the execution of this
Agreement, Party A shall remit the sum of Renminbi One Hundred and Twenty Thousand
(RMB120,000) into a Renminbi account designated by the Company.
	 
	2.6	 	If the Company achieves the revenue and profit targets set forth in the table below during
the performance assessment period, Party A shall pay the remaining Transfer




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	 	 	Price into a Renminbi bank account designated by the Company in accordance with the
arrangements set forth below:






	 	(a)	 	Party A shall be obligated to pay the sum of Renminbi One Hundred and Fifty
Thousand (RMB150,000) within three (3) months after the completion of the transfer of
the Equity Interest, if, and only if, Party B achieves the profit target for the first
quarter set forth in the quarterly assessment target table below;
	 
	 	(b)	 	Party A shall be obligated to pay the sum of Renminbi One Hundred and Fifty
Thousand (RMB150,000) within six (6) months after the completion of the transfer of the
Equity Interest, if, and only if, Party B achieves the profit target for the second
quarter set forth in the quarterly assessment target table below;
	 
	 	(c)	 	Party A shall be obligated to pay the sum of Renminbi One Hundred and Fifty
Thousand (RMB150,000) within nine (9) months after the completion of the transfer of
the Equity Interest, if, and only if, Party B achieves the profit target for the third
quarter set forth in the quarterly assessment target table below; and
	 
	 	(d)	 	Party A shall be obligated to pay the sum of Renminbi One Hundred and Fifty
Thousand (RMB150,000) within twelve (12) months after the completion of the transfer of
the Equity Interest, if, and only if, Party B achieves the profit target for the fourth
quarter and the revenue target for the whole year set forth in the quarterly assessment
target table below.






If Party B fails to achieve the assessment target for a quarter as set forth in the
quarterly assessment target table below, Party A shall not be under any obligation to pay
the Transfer Price corresponding to that quarter.



Quarterly assessment target table




	 	 	 	 	 	 	 	 	 	 	 
	Unit: 
RMB
	 	1st quarter	 	2nd quarter	 	3rd quarter	 	4th quarter	 	Total
	Period
	 	February to 
April 2008	 	May to 
July 2008	 	August to 
October 2008	 	November 2008 to
 January 2009	 	February 2008 to 
January 2009
	Revenue
	 	6 million	 	8 million	 	10 million	 	12 million	 	36 million
	Net profit
	 	720,000	 	960,000	 	1,200,000	 	1,440,000	 	4,320,000






ARTICLE 3. REPRESENTATIONS AND WARRANTIES





	3.1	 	Each Party represents and warrants to the other Party hereto 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, jointly, further makes the representations and warranties set forth in Appendix 3
hereto to Party A.




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	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, are true,
accurate, complete and not misleading to the other Party.
	 
	3.4	 	If any representation or warranty given by either Party is false or erroneous, or if such
representation or warranty is not duly and timely performed, such Party shall be deemed in
breach of such representation or warranty. In addition to performing the other obligations
herein, such Party shall indemnify and bear the losses, damages, expenses (including but not
limited to reasonable legal fees) and liabilities incurred by the non-breaching Party as a
result of such breach, unless the breaching Party proves that it has no knowledge of such
breach as of the date hereof and the breach was not due to its wilful conduct or gross
negligence.
	 
	3.5	 	Before the completion of Closing:






	 	3.5.1	 	if either Party becomes aware that any representation or warranty made
hereunder by such Party is untrue, inaccurate, incomplete or misleading to the other
Party, such Party shall promptly notify the other Party thereof in writing;
	 
	 	3.5.2	 	the breaching Party shall promptly take measures to cure such breach. If such
Party fails to cure the breach within 30 days from the date of giving the written
notice specified in Article 3.5.1, the Parties shall negotiate in good faith so as to
reach a resolution acceptable to all the Parties; and
	 
	 	3.5.3	 	if the breach of the representation or warranty remains uncured within 30 days
after commencement of the good faith consultations mentioned in Article 3.5.2 and the
Parties are not able to reach a resolution, the non-breaching Party may select to
continue the Closing or terminate this Agreement. If the non-breaching Party selects
to continue the Closing, the Party in breach shall in no event be deemed to have been
released from its liability for breach of contract under Article 3.4 hereof. No
termination shall affect the rights and obligations that may have arisen hereunder.





ARTICLE 4. CLOSING





	4.1	 	The Closing is conditioned to the fulfillment of the Conditions set forth in Appendix 2.
	 
	4.2	 	The Parties shall use all reasonable efforts to procure fulfillment of all of the Conditions.
If any Condition is not fulfilled within one month from the execution date hereof, the
Parties shall promptly negotiate to seek a mutually acceptable solution. If a solution shall
have not reached within three months from the execution date hereof:






	 	4.2.1	 	this Agreement shall terminate upon the expiry of such three-month period,
unless the Parties agree otherwise in writing; such termination shall not affect the
Parties’ rights and obligations that may have arisen hereunder at the time of
termination; and




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	 	4.2.2	 	each Party shall take all necessary or appropriate actions to restore itself
to the position such Party was in prior to the execution hereof, including but not
limited to making applications to the relevant PRC authorities to cancel any
registrations that may have been made in connection with the transactions contemplated
hereby or any other registrations made for the same purpose.






	4.3	 	Either Party shall have the right to notify the other Party in writing that it waives any or
all of the Conditions that the other Party is required to fulfill.
	 
	4.4	 	The Closing of the Proposed Equity Transfer shall take place in Beijing on the Closing Date.
At the time of the Closing, Party B shall deliver to Party A a photocopy, bearing the
Company’s official seal, of the document evidencing that the change in the registration of the
Company has been made with the Registration Authority, and make the original available.
	 
	4.5	 	The non-breaching Party may claim against the breaching-Party and demand that the
breaching-Party indemnifies all claims, expenses, costs, losses and liabilities incurred or
arising in connection with the breach, whether directly or indirectly, if:






	 	4.5.1	 	Party B fails to perform or fails to perform in a timely manner its
obligations under Article 4.1 hereof, thereby making the Closing of the transfer of the
Equity Interest impossible; or






	 	4.5.2	 	Party A fails to pay to Party B the Transfer Price in full pursuant to the
schedule set forth in Article 2 hereof.






	4.6	 	Except in the circumstance set forth in Article 4.2 hereof, if the Closing does not commence
within five Working Days after the execution date hereof due to a reason not attributable to
the Parties hereto, the Parties shall promptly negotiate to seek an acceptable solution; if
the Parties fail to reach a solution within 15 Working Days after the execution date hereof:






	 	4.6.1	 	this Agreement shall terminate upon the expiry of such 15 Working Day period,
unless the Parties agree otherwise in writing; such termination shall not affect the
Parties’ rights and obligations that may have arisen hereunder at the time of
termination; and
	 
	 	4.6.2	 	each Party shall take all necessary or appropriate actions to restore itself
to the same position such Party was in prior to the execution hereof, including but not
limited to making applications to the relevant PRC authorities to cancel any
registrations that may have been made in connection with the transactions contemplated
hereby or any other registrations made for the same purpose.





ARTICLE 5. FURTHER COVENANTS





	5.1	 	Each Party shall further execute the documents and take the acts that may be reasonably
required for the full performance under this Agreement.
	 
	5.2	 	Party B, as shareholders of the Company prior to the Closing Date, shall not do, and shall
not permit the Company to do, anything during the period between the execution




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	 	 	date hereof and the Closing Date that could have a material adverse effect on the Equity
Interest and/or the Company. Party B undertakes that, unless obtaining the prior written
consent of Party A:






	 	5.2.1	 	the Company will conduct its business in its ordinary course and, other than
payments made in its ordinary course of business, will not make (or agree to make) any
other unnecessary payments; notwithstanding the foregoing, the Company shall not make
any single cash payments exceeding RMB50,000 or cash payments that in the aggregate
exceed RMB150,000, regardless of whether in the ordinary course of business;
	 
	 	5.2.2	 	the Company will adopt all reasonable procedures to maintain and protect its
assets, use its best efforts to retain its existing management and core technology
personnel and maintain the relationships with its clients, suppliers and other third
parties so as not to harm its reputation or prospects;
	 
	 	5.2.3	 	Party A has the right during normal working hours and after prior written
notice to obtain and make photocopies of the Company’s financial statements;
	 
	 	5.2.4	 	Party B has not committed any acts or omissions that constitute or result in
the breach of its representations and warranties;
	 
	 	5.2.5	 	if the factual basis of the representations and warranties made by Party B
changes, and thereby causes a material adverse effect on the Closing hereunder, Party B
shall promptly disclose such facts to Party A;
	 
	 	5.2.6	 	the Company has not declared, paid or prepared to pay dividends or any other
profit distribution;
	 
	 	5.2.7	 	the Company has not increased its capital or agreed to increase its capital;
	 
	 	5.2.8	 	other than the loans disclosed to Party A by the Company prior to the
execution date hereof, the Company has not incurred or extended loans;
	 
	 	5.2.9	 	unless otherwise pursuant to laws, statutes, rules or regulations, the Company
has not modified the terms of the employment contracts with its employees (including
the management) that results in an increase in the Company’s aggregate personnel costs
for the year;
	 
	 	5.2.10	 	the Company has not provided guarantees to Party B;
	 
	 	5.2.11	 	Party B has not taken any actions that are inconsistent with the provisions hereof or
the transactions contemplated hereby;
	 
	 	5.2.12	 	Party B and/or the Company shall, to the extent possible, notify Party A in writing
of all events or acts not within the ordinary course of business; such events shall
include but not be limited to the following, and may be supplemented as necessary by
the Parties, confirmation in writing:




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	 	(a)	 	a restructuring of the Company’s capital structure, the
amendment of the Company’s AoA or other change in the Company’s registered
business; in such event, Party B shall disclose to Party A the terms of the
transactions relating to the restructuring of the Company’s capital;
	 
	 	(b)	 	agreements involving intellectual property executed between the
Company and any third party, regardless of whether the title to intellectual
property owned by the Company changes, including but not limited to change by
transfer, gifting, etc., or intellectual property owned by the Company is
licensed to a third party or the Company has use of a third party’s
intellectual property pursuant to such agreement.





ARTICLE 6. RIGHTS OF THE PARTIES





	6.1	 	If Party A becomes aware of any of the following facts, matters or events at any time prior
to the Closing, Party A may notify Party B and/or the Company in writing prior to the Closing
and terminate this Agreement without liability. Additionally, it may demand that the
breaching Party bear the liability for breach of contract under Article 9 hereof:






	 	6.1.1	 	any act of Party B and/or the Company that constitutes a fundamental breach of
this Agreement and causes it impossible for Party A to complete the acquisition of the
Equity Interest;
	 
	 	6.1.2	 	the occurrence or existence of any matter that constitutes a breach of any
representation or warranty, which has a material adverse effect on the Company and the
Closing hereunder; or
	 
	 	6.1.3	 	any event that has or may have a material adverse effect on the Company’s
business, financial condition or prospects.






	6.2	 	If Party B becomes aware of any of the following facts, matters or events at any time prior
to the Closing, Party B may notify Party A in writing prior to the Closing and terminate this
Agreement without liability. Additionally, Party B may demand that the breaching Party bear
the liability for breach of contract under Article 9 hereof:






	 	6.2.1	 	any act of Party A that constitutes a fundamental breach of this Agreement and
causes it impossible for Party B to receive the Transfer Price;
	 
	 	6.2.2	 	any event that has or may have a material adverse effect on the contemplated
transactions arises between the execution date hereof and the Closing Date that
constitute a willful misconduct or gross negligence on the part of Party A.





ARTICLE 7. CONFIDENTIALITY





	7.1	 	A Party (the “Receiving Party”) that receives the Confidential Information from the other
Party shall keep such information confidential, not use such information for any purpose other
than the purposes contemplated by this Agreement and not disclose the Confidential Information
to any third party. Notwithstanding the foregoing restrictions, such confidentiality
obligations shall not apply to:




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	 	7.1.1	 	information that is in or enters the public domain other than attributable to
the wrongful conduct of the Receiving Party or its representatives, agents, suppliers
or subcontractors;
	 
	 	7.1.2	 	information legitimately and legally obtained by the Receiving Party from a
third party, provided that such information is not subject to confidentiality
obligations or restrictions on use; or
	 
	 	7.1.3	 	information that has been in the possession of the Receiving Party in written
form, is not subject to restrictions on use or disclosure and is not obtained from the
other Party hereto for the purposes of this Agreement.






	7.2	 	Notwithstanding Article 7.1, the Receiving Party may disclose the Confidential Information to
its or the Company’s employees, directors and professional advisors, provided that such
disclosure is reasonably necessary for the purposes of this Agreement. The Receiving Party
shall ensure 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
Confidential Information is required by law or requested by a court or regulatory authority
having jurisdiction, 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 permitted actions to cause the Confidential Information to be treated confidential.
	 
	7.3	 	The Receiving Party shall not reproduce any Confidential Information in any manner.





ARTICLE 8. NOTICES





	8.1	 	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 received:






	 	8.1.1	 	twelve (12) hours after transmission, if dispatched by fax; and
	 
	 	8.1.2	 	three (3) days after consignment to the post office, if dispatched by
registered mail.






	8.2	 	If Party A dispatches a written notice to Party B pursuant to Article 8.1 hereof, it shall
dispatch the same to Party B at the following fax numbers or correspondence addresses:
	 
	 	 	Qian Yang
	 
	 	 	Fax number: 010-58634084
	 
	 	 	Correspondence address: Flat 103, Entrance 2, Building 20, Regal Court, No. 23A West Dawang
Road, Chaoyang District, Beijing
	 
	 	 	Attn.: Qian Yang




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	 	 	Qingang Feng
	 
	 	 	Fax number: 010-58634084
	 
	 	 	Correspondence address: Flat 103, Entrance 2, Building 20, Regal Court, No. 23A West Dawang
Road, Chaoyang District, Beijing
	 
	 	 	Attn.: Qian Yang






	8.3	 	If Party B dispatches a written notice to Party A pursuant to Article 8.1 hereof, it shall
dispatch the same to Party A at the following fax number or correspondence address:
	 
	 	 	Fax number: 010-85263129
	 
	 	 	Correspondence address: 8th Floor, Tower B, CITIC Building, 19 Jianguomenwai Avenue,
Chaoyang District, Beijing
	 
	 	 	Attn.: Ying Zhu





ARTICLE 9. LIABILITY FOR BREACH OF CONTRACT





	9.1	 	If a Party breaches any of the provisions hereof, it shall compensate the non-breaching Party
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 Party B and/or the Company, Party B shall jointly and severally bear the
liabilities in respect of the compensation for such breach.
	 
	9.2	 	Without prejudice to any of the other provisions of this Article 9, if a Party fails to
perform any of its obligations hereunder, the other Party shall, in addition to exercising any
other rights and remedies available hereunder, be entitled to demand that the breaching Party
performs the relevant obligation and the Parties expressly waive the defense of sufficiency of
damages.
	 
	9.3	 	Without prejudice to any of the other provisions in this Article 9, if a party comprising
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 transfer the Equity
Interest to it on the terms and conditions hereof. If Party B does not make the change in
business registration for the transfer of Equity Interest within seven 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 compensation for the
losses, damages and costs (including but not limited to reasonable legal cost) incurred by it
in connection with the transfer of Equity Interest before the termination of this Agreement.





ARTICLE 10. EXPENSES AND TAXES





	10.1	 	Each Party shall bear its own expenses (including but not limited to legal, accounting,
financial, consulting, advisory and other related expenses) in connection with all the
negotiation and the implementation of the final agreement (e.g., this Agreement (including the
Appendices)) and the acquisition.




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	10.2	 	Each Party shall pay any taxes it may be required to pay in connection with the transfer of
Equity Interest hereunder. Each Party shall pay the stamp duty in respect of the original of
this Agreement held by it.





ARTICLE 11. 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 the Parties through good faith negotiation.
If the dispute is not resolved within 30 days after a Party gives notice requesting such
negotiation, either Party shall have the right to submit the dispute to the arbitration by Beijing
Arbitration Commission in Beijing in accordance with its arbitration rules then in effect. The
arbitration award shall be final and binding on the Parties.




ARTICLE 12. GOVERNING LAW



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




ARTICLE 13. LANGUAGE



This Agreement is made in Chinese in four counterparts, of which Party A shall hold one original,
each party comprising Party B shall hold one original and the remaining original shall be used to
make all necessary registration amendments with the relevant Registration Authority.




ARTICLE 14. ENTIRE CONTRACT



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




ARTICLE 15. 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.









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APPENDIX 1. PARTICULARS OF THE COMPANY AND ITS SUBSIDIARIES



A. Particulars of the Company




	 	 	 	 	 	 	 
	1.

	 	Name of the Company
	 	:
	 	Beijing Alliance Online Advertising Company Ltd.
	 
	 	 	 	 	 	 
	2.

	 	Legal address
	 	:
	 	Flat 807, No. 39 Residential Building,
Shuguangli, Chaoyang District, Beijing
	 
	 	 	 	 	 	 
	3.

	 	Establishment date
	 	:
	 	July 14, 2005
	 
	 	 	 	 	 	 
	4.

	 	Place of establishment
	 	:
	 	Chaoyang District, Beijing, the PRC
	 
	 	 	 	 	 	 
	5.

	 	Business
	 	:
	 	Public relation activity planning and
implementation, and advertising media
businesses
	 
	 	 	 	 	 	 
	6.

	 	Legal representative
	 	:
	 	Qian Yang
	 
	 	 	 	 	 	 
	7.

	 	Executive director
	 	:
	 	Qian Yang
	 
	 	 	 	 	 	 
	8.

	 	Registered capital
	 	:
	 	RMB500,000
	 
	 	 	 	 	 	 
	9.

	 	Shareholders
	 	:
	 	Capital contribution by Qian Yang: RMB300,000,
representing 60% of the registered capital;
Capital contribution by Qingang Feng: RMB200,000, representing 40% of the registered
capital
	 
	 	 	 	 	 	 
	10.

	 	Auditor
	 	:
	 	None
	 
	 	 	 	 	 	 
	11

	 	Business term
	 	:
	 	20 years (from July 14, 2005 to July 13, 2025)






12









 






APPENDIX 2. CONDITIONS PRECEDENT TO CLOSING





	1.	 	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 the AoA of the Company in the form of the Annex attached to this Appendix
2 and all legal documents that Party A is required to execute in order to complete
the Proposed Equity Transfer.
	 
	 	1.2	 	Party B and the Company shall be jointly responsible for ensuring that:






	 	(1)	 	the Company has secured all permits, approvals, licenses,
authorizations, etc. that are required by law in order to conduct its business;
	 
	 	(2)	 	Qian Yang of Party B and all of the management personnel or
core technology personnel specified in Schedule 2 have executed with the
Company the Intellectual Property Protection and Non-Compete Agreement as set
forth in Appendix 4 and the Non-Disclosure Agreement as set forth in Appendix
5;
	 
	 	(3)	 	the Company has executed the employment contracts with all of
its employees that meet the legal requirements and has provided insurance
coverage and other benefits required by relevant laws, including the “three
insurances and one fund” to all its employees;
	 
	 	(4)	 	Party B has provided all the documents relating to any
occurrence of the changes in the Equity Interest as disclosed on the Disclosure
Schedule and the Company has provided the financial statements as of November
30, 2007 for the most recent three years prepared by a qualified accounting
firm in accordance with the current and valid generally accepted accounting
standards of the PRC or generally accepted international accounting standards;
	 
	 	(5)	 	the Company’s shareholder meeting has adopted the resolution in
connection with the Proposed Equity Transfer and the amendments to the AoA;
	 
	 	(6)	 	all other legal documents required to be executed by this
Agreement or required to be executed in order to complete the Proposed Equity
Transfer are executed;
	 
	 	(7)	 	registration with the competent administration for industry and
commerce of the changes in the Company’s Equity Interest and other relevant
changes is completed;
	 
	 	(8)	 	the directors and legal representative originally appointed by
Party B have resigned from their respective positions in the Company and




13









 






	 	 	 	confirmed in writing that they have waived any claim of right to severance
pay and any other related issues they may have against the Company; and
	 
	 	(9)	 	registration or filing procedures for the directors and legal
representative appointed by Party A have been made with the competent
administration for industry and commerce.






14











 





APPENDIX 2. ANNEX — ARTICLES OF ASSOCIATION









15









 








APPENDIX 3. REPRESENTATIONS AND WARRANTIES



In addition to the matters expressly disclosed in the Disclosure Schedule attached herewith as
Appendix 6, Party B and the Company make on the execution date hereof the representations and
warranties set forth below in respect of the following matters on and before the execution date:





	1.	 	Authorizations: Party B and the Company have secured the full and necessary
authorizations to execute this Agreement, perform all of the obligations under this Agreement
and complete the transactions under this Agreement. This Agreement is legally binding on
Party B and the Company.
	 
	2.	 	No conflict: The execution and performance of this Agreement 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 statutes of the PRC. Party B and the Company
have secured the third party approvals or authorizations required for the transactions
contemplated under this Agreement.
	 
	3.	 	Valid existence of the Company and Party B’s Equity Interest: The Company is a duly
established and validly existing limited liability company. Party B is the legal owner of the
Company’s Equity Interest, is entitled to the rights attaching to the Equity Interest and
undertake the corresponding obligations. Other than the Proposed Equity Transfer and the
changes in the equity interest that have occurred and been disclosed by Party B and the
Company on the Disclosure Schedule, no transfer, nomination, trust, Security Interest, etc.
have been made in respect of the Equity Interest.
	 
	4.	 	Investments: The Company has no investment or commercial operation other than the
investments and commercial operations of its subsidiaries (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) that are disclosed in the Disclosure Schedule.
	 
	5.	 	Financial Statements: The financial statements as of November 30, 2007 (the “Balance
Sheet Date”) set forth in Appendix 7 truthfully, completely and accurately reflect the
Company’s operation and financial conditions for the relevant periods or on the relevant
reference dates. All of the Company’s audited accounts and management accounts (including
transfer accounts) have been prepared pursuant to the financial and accounting systems
provided for 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 of the relevant account dates. The Company’s financial records and information
comply with the requirements of the PRC laws and statutes and meet the PRC accounting
standards.
	 
	6.	 	Undisclosed debts: Other than the debts set forth below, the Company does not have
any debts that are not recorded on its balance sheets: (1) those disclosed in the Disclosure
Schedule; 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 Company or the Company itself. Other than the items set forth in the
Disclosure Schedule, the Company has never




16









 






	 	 	undertaken an obligation for providing security in the form of guarantee to third parties or
created a mortgage, pledge or other security interest on its property.
	 
	7.	 	Capital structure: The equity structure of the Company’s registered capital as
specified in the Company’s AoA and the AoA amendments registered with the administration for
industry and commerce is consistent with that specified in the Company’s AoA and the AoA
amendments (with the Equity structure as set forth in the Disclosure Schedule) provided to
Party A by Party B, and accurately and completely reflects the Company’s capital structure
prior to the Closing. The Company has never in any manner whatsoever undertaken to issue or
actually issued to any third party any of the Company’s equity interest, shares, bonds,
options or rights or interests of identical or similar nature other than the aforementioned
Equity Interest.
	 
	8.	 	No change: During the period between the Balance Sheet Date and the execution date
hereof, the Company has not carried out any of the following acts, unless otherwise provided
herein or disclosed by Party B and the Company in the Disclosure Schedule and approved in
writing by Party A:






	 	i.	 	prepaid any debt;
	 
	 	ii.	 	provided security to a third party in the form of a guarantee or created a
mortgage, pledge or other security interest on its property;
	 
	 	iii.	 	released any third party from a claim or waived any right of recourse;
	 
	 	iv.	 	amended any existing contract or agreement;
	 
	 	v.	 	paid a bonus to any management officers, directors, employees, sales
representatives, agents or advisors or increased their income in any other manner or
raised the remuneration of the five highest paid persons in the Company or the
executive directors, management officers or other senior management officers by more
than 10% during the past 12 months;
	 
	 	vi.	 	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 Company;
	 
	 	vii.	 	changed the Company’s accounting methodologies, policies or principles, or
financial and accounting rules and systems;
	 
	 	viii.	 	transferred or licensed any of the Company’s intellectual property rights to
any third parties other than in the ordinary course of business;
	 
	 	ix.	 	made a material change in the Company’s sales practice or accounting method or
a material change in the Company’s employment policies, rules or regulations;




17









 






	 	x.	 	experienced a material adverse change in the Company’s financial condition or
undertaken a transaction other than in the ordinary course of business whereby
liabilities have arised;
	 
	 	xi.	 	adopted any shareholders’ resolution or board resolution different from those
for the conventional matters discussed at ordinary annual shareholders’ meetings, other
than resolutions adopted for the purpose of performing this Agreement;
	 
	 	xii.	 	declared, paid or committed to, or be in the process of declaring, paying or
committing to any dividends, bonuses or other forms of shareholder distribution;
	 
	 	xiii.	 	(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 RMB10,000; (ii) undertaken a disposal of any fixed assets or agreement
to the disposal or acquisition of any fixed assets other than in the ordinary course of
business, released the control over any of the Company’s assets, entered into any
contract resulting in payment made in the form of any fixed assets or caused the
incurrence of other liabilities; (iii) made any expenditure or any purchase of tangible
or intangible assets (including equity investment in any company) other than in the
ordinary course of business whereby the total amount exceeds RMB10,000;
	 
	 	xiv.	 	undertaken any transaction or act other than in the ordinary course of
business; or
	 
	 	xv.	 	undertaken any act or omission that could lead to any of the aforementioned
circumstances.






	9.	 	Taxes: The Company has completed all tax registrations required by laws and statutes
and paid all taxes payable.
	 
	10.	 	Assets: The specific breakdown of all the fixed and intangible assets lawfully owned
and used by the Company is set forth in the Disclosure Schedule.
	 
	11.	 	Immovable assets: The Company does not have any real estate or related, interests or
obligations.
	 
	12.	 	Contracts: Party B and the Company have 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 and warrant that all such contracts are valid and enforceable by
law.
	 
	 	 	None of the business contracts entered into between the Company and a transactional
counterparty has given rise to the risk of invalidity, being rescinded or granting the
counterparty the right to unilaterally terminate the same pursuant to the provision of any
laws and currently and until the Closing Date, there is no indication of the possibility of
such risk arising.




18









 






	 	 	The Company is not a party to or bound by any contract, agreement or other document that:






	 	i.	 	was not executed in the ordinary course of business;
	 
	 	ii.	 	was not executed on a completely equitable basis;
	 
	 	iii.	 	would cause the Company to incur a loss or harm the Company’s interests;
	 
	 	iv.	 	would be impossible to complete even with any appropriate efforts and
expenditures; or
	 
	 	v.	 	would restrict the Company’s right to conduct its business.






	 	 	The Company is not in breach of any of the terms or obligations under any contract,
agreement or document to which the Company is a party or which is binding on the Company.
	 
	13.	 	Intellectual property: Other than those that have been disclosed in the Disclosure
Schedule, the 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 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) that are involved in its business activities, but owned by third parties. The
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 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
Company have been duly registered in accordance with the law.
	 
	14.	 	Litigation: None of the circumstances set forth below that could have a material
adverse effect on the Company or the formation, validity and enforceability of this Agreement
or the Equity transfer under this Agreement, regardless whether it is completed, pending or
threatening or not:






	 	i.	 	sanctions or restrictions imposed on the Company by a radio or television
station;
	 
	 	ii.	 	a penalty, injunction or order against the Company by a government authority;
or
	 
	 	iii.	 	a civil, criminal or administrative action, arbitration or other similar
proceedings or dispute against or with the Company.






	15.	 	Legal Compliance: Other than those that have been disclosed by the Company in the
Disclosure Schedule, the business currently engaged in by the Company complies with the
current and valid laws, statutes, regulations and other administrative




19









 






	 	 	regulations issued by relevant state administrative authorities (hereinafter collectively
referred to as “Statutes”), and the Company has not violated any Statutes, such as would
lead to a material adverse effect on the business or assets operated by the Company.
	 
	16.	 	Employees: Other than those that have been disclosed in the Disclosure Schedule,






	 	i.	 	the employment of staff by the Company has complied with the applicable labor
laws and statutes;
	 
	 	ii.	 	there are no labor disputes or controversies or potential labor disputes or
controversies existing between the Company and its current or former employees;
	 
	 	iii.	 	the Company does not have any severance pay outstanding and owing due to the
termination of any employment and is not under obligation to pay similar compensation
or damages in connection with any employment; and
	 
	 	iv.	 	the Company has paid in full and/or withheld in accordance with relevant laws
and statutes pension, housing, medical, unemployment and all other social insurance
premiums and allowances or employee benefits payable as specified in relevant laws or
agreements, and no existing or potential dispute exists in respect of such social
insurance premiums and allowances or employee benefits.






	17.	 	Other establishments: The Company does not have any branches or offices nor does it
have any long-term investments, such as holding equity, etc., in any other company or
enterprise.
	 
	18.	 	Special representations and warranties of Party B and the Company: In addition to the
foregoing general representations and warranties, Party B and the Company jointly make the
following representations and warranties:






	 	i.	 	all documents, including books of account, records of change in equity,
financial statements and all other corporate records of the Company, are kept in
accordance with the ordinary commercial practice and are all in the possession of the
Company, and all major transactions relating to the Company’s business are accurately
and compliantly recorded and kept on file;
	 
	 	ii.	 	as of the capital increase closing date, the Company’s documents, including
minutes of board and shareholders’ meetings and the register of shareholders, have been
duly kept, which have completely and accurately recorded the matters that ought to be
recorded in such documents;
	 
	 	iii.	 	since the Balance Sheet Date in Appendix 7: (1) other than the Company’s normal
business activities, no event triggering the calling of the Company’s debts has
occurred; (2) other than in the ordinary course of business, none of the Company’s
property has been disposed of or removed from the Company’s possession and the Company
has not executed any agreements




20









 






	 	 	 	resulting in any non-routine financial expenditures by the Company or giving rise to
any liabilities;
	 
	 	iv.	 	the Company has submitted the information requested by a tax authority that has
made such a request; as of the execution date of this Agreement, no dispute over the
Company’s tax obligations, potential tax obligations or tax breaks exists between the
Company and the tax authorities;
	 
	 	v.	 	the Company retains sufficient information used in normal tax records and tax
payments and full documentation of the tax breaks approved by relevant government
authorities; and
	 
	 	vi.	 	other than the employee benefits and social and pension security required by
the Labor Law of the People’s Republic of China and related regulations, the Company
has not provided any related employment, retirement or pension benefits or security.






	19.	 	Information disclosure: All of the documents, materials and information provided to
Party A by Party B and the Company before and after the execution of this Agreement are or
will be true, accurate, free of omissions and not misleading.
	 
	20.	 	On the Closing Date, Party B and the Company shall, in line with the actual circumstances at
such time, repeat the foregoing representations and warranties to the investor.




21









 











APPENDIX 3




Schedule 1. Intellectual Property




	 	 	A            Intellectual property owned by the Company (none)
	 
	 	 	B            Intellectual property licensed to the Company (none)




22









 











APPENDIX 3




Schedule 2. List of Senior Management Officers


List of senior management officers of Beijing Alliance Online Advertising Company Ltd.



Qian Yang, Chairman of the Board and General Manager of Beijing Alliance Online Advertising Company
Ltd.




	 	 	 
	Education:

	 	Junior college
	Major:

	 	Advertising





Worked in the design and client service department with Beijing Tonglida Advertising Co., Ltd.,
served as the deputy general manager of Beijing Art Online Transmission Co., Ltd., sales manager
with Jean-Louis Scherrer, assistant to the president of Dc Design Beijing Co., Ltd. and deputy
general manager of Beijing Dongfangzhizhu Advertising Co., Ltd. After studying in New Zealand,
established Beijing Alliance Online Advertising Company Ltd. after returning to China.



Lin Yan, Deputy General Manager of Beijing Alliance Online Advertising Company Ltd.




	 	 	 
	Education:

	 	University
	Degree:

	 	Bachelor of Education
	Major:

	 	Education





Served as the general manager of Beijing Yingxiang Transmission Co., Ltd., client director with
Walter Thompson Advertising Co., Ltd. and deputy general manager of Beijing Dongfangzhizhu
Advertising Co., Ltd.



Yaohua Peng, Strategic Planning Manager of Beijing Alliance Online Advertising Company Ltd.




	 	 	 
	Education:

	 	University
	Degree:

	 	Bachelor of Management
	Major:

	 	International finance and business administration





Served as the strategic planning manager with Shenzhen Tiandijie Advertising Co., Ltd., strategic
planning director with Shenzhen Ceyuan Advertising Co., Ltd., strategic planning manager with
Beijing Dongfangzhizhu Advertising Co., Ltd. and strategic planning manager with Shenzhen Greatwall
Shenghua Advertising Co., Ltd.













23









 








APPENDIX 4.

NON-COMPETE AGREEMENT




[See Exhibit 10.6.5]



24









 





APPENDIX 5.

NON-DISCLOSURE AGREEMENT




[See Exhibit 10.6.3]



25









 





APPENDIX 6.

DISCLOSURE SCHEDULE




[None]



26









 






APPENDIX 7.

FINANCIAL STATEMENTS




Income Statement



	 	 	 	 	 	 	 
	Compiled by

	 	November, 2007
	 	 
	 	Unit: RMB Yuan






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of Current Month	 	 	Current Year Cumulative Amount	 
	 	 	Line	 	 	 	 	 	 	Hundred	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ten	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hundred	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ten	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	No.	 	 	Ten	 	 	Million	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Thousand	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Yuan	 	 	Jiao	 	 	Fen	 	 	Ten	 	 	Million	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Thousand	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Yuan	 	 	Jiao	 	 	Fen	 
	I. Commodity Sales Revenue
	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	6	 	 	 	4	 	 	 	4	 	 	 	6	 	 	 	9	 	 	 	2	 	 	 	8	 	 	 	0	 
	Less: Sales
Discount and
Allowance
	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Revenue from
Commodity Sales
	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less: Cost of
Commodity Sales
	 	 	4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	6	 	 	 	2	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Operating
Expenses
	 	 	5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	8	 	 	 	9	 	 	 	5	 	 	 	7	 	 	 	3	 	 	 	2	 	 	 	6	 	 	 	4	 
	Tax and Extra
Charges on
Commodity
Sales
	 	 	6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	8	 	 	 	8	 	 	 	1	 	 	 	1	 	 	 	8	 	 	 	6	 	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II. Profits on
Commodity Sales
	 	 	10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4	 	 	 	9	 	 	 	8	 	 	 	8	 	 	 	4	 	 	 	1	 	 	 	5	 	 	 	0	 
	Add: Income from
purchase and
sales commission
	 	 	11	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III. Main Operating
Profits
	 	 	14	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add: Other
Operating
Profits
	 	 	15	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






27









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of Current Month	 	 	Current Year Cumulative Amount	 
	 	 	Line	 	 	 	 	 	 	Hundred	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ten	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hundred	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Ten	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	No.	 	 	Ten	 	 	Million	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Thousand	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Yuan	 	 	Jiao	 	 	Fen	 	 	Ten	 	 	Million	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Thousand	 	 	Thousand	 	 	Hundred	 	 	Ten	 	 	Yuan	 	 	Jiao	 	 	Fen	 
	Less: Administrative
Expenses
	 	 	16	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7	 	 	 	4	 	 	 	8	 	 	 	6	 	 	 	3	 	 	 	4	 	 	 	7	 	 	 	5	 
	Financial
Expenses
	 	 	17	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	2	 	 	 	1	 	 	 	6	 	 	 	8	 	 	 	0	 
	Exchange
Losses
	 	 	18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV. Operating
Profits
	 	 	20	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	2	 	 	 	4	 	 	 	9	 	 	 	5	 	 	 	7	 	 	 	6	 	 	 	4	 	 	 	5	 
	Add: Investment
Proceeds
	 	 	21	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subsidy Income
	 	 	22	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-operating
Income
	 	 	23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less: Non-operating
Expenses
	 	 	24	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add: Profit and
Loss Adjustment
of Previous
Years
	 	 	25	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V. Total Profits
	 	 	30	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less: Income Tax
	 	 	31	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	2	 	 	 	4	 	 	 	9	 	 	 	5	 	 	 	7	 	 	 	6	 	 	 	4	 	 	 	5	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI. Net Profits
	 	 	35	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	2	 	 	 	4	 	 	 	9	 	 	 	5	 	 	 	7	 	 	 	6	 	 	 	4	 	 	 	5	 






	 	 	 	 	 	 	 
	Principal

	 	Accounting Manager :
	 	Rechecked by:
	 	Prepared by :






28









 






Signature Page




	 	 	 	 	 
	REDGATE MEDIA AD CO., LTD. [company seal]

 	 	 
	By:  	/s/Yue Jin
 	 	 
	 	Name of Legal Representative: Yue Jin 	 	 
	 	 	 	 



	 	 	 	 	 
	QIAN YANG

 	 	 
	Signature:  	/s/Qian Yang
 	 	 
	 	 	 	 



	 	 	 	 	 
	QINGANG FENG

 	 	 
	Signature:  	/s/Qingang Feng
 	 	 
	 	 	 	 
	 	 	 	 
	 




29