exv10w1w2





Exhibit 10.1.2



[Translation of Chinese original]




SUPPLEMENTAL AGREEMENT




For the



SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY EQUITY

TRANSFER




By and Among



REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.




JUANJUAN TANG



And



JINYU FAN



 









 




THIS SUPPLEMENTAL AGREEMENT (the “Agreement”) is entered into on this 8th day of April 2008 by and
among:





	(1)	 	REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD., a limited liability company lawfully
established and validly existing under the laws of the People’s Republic of China, with its
domicile at Suite 804, Building 2, 19 Jianguomenwai Avenue, Chaoyang District, Beijing (“Party
A”);
	 
	(2)	 	JUANJUAN TANG, a natural person and citizen of the People’s Republic of China whose ID card
number is 310103195712232046 and whose residential address is No. 2, Lane 520, Shunchang Road,
Shanghai;
	 
	 	 	JINYU FAN, a natural person and citizen of the People’s Republic of China whose ID card
number is 310104195808141612 and whose residential address is No. 18, Lane 481, Taixing
Road, Shanghai; (Juanjuan Tang and Jinyu Fan are hereinafter collectively referred to as
“Party B”); and
	 
	(3)	 	SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY, a limited liability company lawfully
established and validly existing under the laws of the People’s Republic of China, with its
domicile at Suites 310-9, 388 Qingshan Road, Minhang District, Shanghai (the “Company”).





WHEREAS:





	(A)	 	On April 8, 2008, the Parties executed an Equity Transfer Agreement (the “Equity Transfer
Agreement”) providing for the transfer by Party B to Party A of 100 percent of the Equity of
the Company (the “Proposed Equity Transfer”), of which Juanjuan Tang is to transfer 60 percent
of the Equity to Party A, and Jinyu Fan is to transfer 40 percent of the Equity to Party A.
	 
	(B)	 	On April 8, 2008, the Parties additionally executed with Redgate Media Inc. (the “Proposed
Listed Company”) an agreement (the “Share Issuance Agreement”) whereby the Proposed Listed
Company is to issue shares of the Proposed Listed Company or pay a cash consideration to Party
B once certain conditions have been fulfilled.
	 
	(C)	 	The Parties have agreed to provide for matters not covered in the Equity Transfer Agreement
and the Share Issuance Agreement by entering into this Agreement.




NOW, THEREFORE, following amicable negotiations, the Parties have agreed on the Agreement as
follows:





	1.	 	Definitions






	1.1	 	Unless otherwise provided or required by the context, relevant terms in this Agreement shall
have the same meanings as those assigned to them in the Equity Transfer Agreement.
	 
	1.2	 	Unless otherwise provided or required by the context:




 









 












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






	2.	 	Payment of Offshore Consideration and Vesting of Retained Profits
	 
	2.1	 	Pursuant to the Equity Transfer Agreement, Party B agrees to transfer the Company’s Equity to
Party A for the price of Renminbi Five Million (RMB5,000,000) (the “Transfer Price”) and Party
A agrees to purchase the Company’s Equity from Party B for the Transfer Price. The Transfer
Price will be paid by Party A to Party B in accordance with the Equity Transfer Agreement.
	 
	2.2	 	Pursuant to the Share Issuance Agreement, Party A agrees, based on such factors as the
performance of the Company and the actual progress of the listing of the Proposed Listed
Company on the stock exchange, to issue to Party B shares of the Proposed Listed Company or
pay a certain amount of cash as consideration for the services provided to the Company by
Party B and other matters (the “Offshore Consideration”).
	 
	2.3	 	With a view to fully safeguarding the interests of Party B, the Parties confirm and agree
that:






	 	2.3.1	 	the Company’s 2007 distributable profits (the “2007 Profits”) shall vest in
Party B, unless the circumstance set forth in Article 2.3.3 arises. For this purpose,
the Parties agree to have, after the execution hereof, PricewaterhouseCoopers confirm
the specific amount of the 2007 Profits in accordance with generally accepted
international accounting standards. When calculating the 2007 Profits, all past losses
(if any) shall first be written down and the allocation to the statutory common
reserve shall be made. Additionally, PricewaterhouseCoopers shall confirm the total
amount of the Company’s receivables (the “Receivables”) and payables (the “Payables”)
as of December 31, 2007;
	 
	 	2.3.2	 	unless payment is made to Party B pursuant to Article 2.3.4, the 2007 Profits
shall not, for the time being, be paid to Party B; however, the Company shall enter the
2007 Profits in its accounts as profits distributable by the Company to Party B;
	 
	 	2.3.3	 	if the Proposed Listed Company complies with the Share Issuance Agreement by
paying the Offshore Consideration to Party B, the entire amount of the




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	 	 	 	2007 Profits shall vest in, and be disposed of directly by, Party A; Party B
undertakes that on the date of payment of the Offshore Consideration, it shall no
longer have any rights in the 2007 Profits and shall not assert any claims against
Party A or the Company in respect of the 2007 Profits;






	 	2.3.4	 	if the Proposed Listed Company fails to realize its initial public offering of
shares and listing on or prior to December 31, 2010 and Party B has not received the
shares or cash consideration in accordance with Article 2.2(d) of the Share Issuance
Agreement, the 2007 Profits shall be paid to Party B;
	 
	 	2.3.5	 	the Party that ultimately actually receives the 2007 Profits shall bear the
income tax payable on said profits; and
	 
	 	2.3.6	 	until the payment of the Offshore Consideration, Party A shall not, as the
shareholder of the Company, withdraw any funds from the Company; Party B shall ensure
that all of the Receivables are recovered in full and returned to the Company and,
while ensuring the Company’s normal cash flow, will determine the time and method of
payment of the 2007 Payables, provided that Party B promptly informs Party A thereof.






	2.4	 	In the event of any discrepancy between the provisions of this Article and the Equity
Transfer Agreement, the provisions of this Article shall prevail.
	 
	3.	 	Corporate Governance
	 
	 	 	Party A undertakes that, until the Offshore Consideration is paid, it will not require the
Company, without the consent of the majority of Party B and the consent of Party A, to:
	 
	3.1	 	distribute profits;
	 
	3.2	 	reduce its registered capital;
	 
	3.3	 	carry out any borrowing, financing or advanced payment transaction with Party A, an affiliate
of Party A, an affiliate of the Company or any director of the foregoing companies that is
prejudicial to the Company’s interests;
	 
	3.4	 	merge, enter into an equity joint venture, divide, make a material asset transfer or make any
other change in its capital that would be sufficient to have a material adverse effect on the
Company; or
	 
	3.5	 	dissolve or liquidate.
	 
	4.	 	Liability for Breach of Agreement
	 
	4.1	 	If a Party breaches any of the provisions hereof, the Party in breach shall compensate the
non-breaching Parties for all claims, expenses, costs, losses and liabilities incurred or
arising in connection with said breach, whether directly or indirectly. If the Party in
breach is one of the parties comprising Party B and/or the Company, Party B shall bear joint
and several liability in respect of the compensation for such breach.




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	4.2	 	Without prejudice to any of the other provisions of this Article 4, if any Party fails to
perform any of said Party’s obligations hereunder, the non-breaching Parties shall, in
addition to exercising any other rights and remedies available hereunder, have the right to
demand that the Party in breach actually perform the relevant obligation and the Parties
expressly waive the defense of sufficiency of damages.
	 
	5.	 	Governing Law
	 
	 	 	This Agreement shall be governed by, and construed in accordance with, the laws of the
People’s Republic of China.
	 
	6.	 	Language
	 
	 	 	This Agreement is made in Chinese in six (6) counterparts, of which Party A shall hold one
original and each party comprising of Party B shall hold one original.
	 
	7.	 	Effectiveness
	 
	 	 	This Agreement shall enter into effect on the date when it is signed/sealed by the Parties
or their authorized representatives.




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






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Execution Page



Party A:



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




	 	 	 	 	 
	 	 	 
	By:  	/s/ Ying Zhu
 	 	 
	  	Name of Legal Representative: Ying Zhu
 	 	 
	 



Party B:



JUANJUAN TANG




	 	 	 	 	 
	Signature:  	/s/ Juanjuan Tang
 	 	 
	 	 	 
	JINYU FAN

 	 	 
	Signature:  	/s/ Jinyu Fan
 	 	 
	 	 	 


SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY [company seal]




	 	 	 	 	 
	 	 	 
	By:  	/s/ Juanjuan Tang
 	 	 
	  	Name of Legal Representative: Juanjuan Tang
 	 	 








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