exv10w3w1





Exhibit 10.3.1



[Translation of Chinese original]





INVESTMENT FRAMEWORK AGREEMENT




By and Among



REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.



THE NATURAL PERSONS NAMED IN APPENDIX 1




and



BEIJING YANHUANG SHENGSHI ADVERTISING COMPANY LIMITED



August 3, 2008




King & Wood PRC Lawyers



 









 





	 	 	 	 	 	 	 
	Article	 	Heading	 	Page
	 
	 	 	 	 	 	 
	1.

	 	Definitions
	 	 	3	 
	2.

	 	Initial Equity Transfer
	 	 	5	 
	3.

	 	Shareholder Loan GRANTED BY INVESTOR
	 	 	11	 
	4.

	 	Further Restructuring of the Company and Subsequent Equity Transfer
	 	 	12	 
	5.

	 	Conditions Precedent
	 	 	24	 
	6.

	 	Representations and Warranties of the Investor
	 	 	26	 
	7.

	 	Representations and Warranties of the Existing Shareholders and the Company
	 	 	27	 
	8.

	 	Further Covenants
	 	 	32	 
	9.

	 	Non-Compete Covenants
	 	 	34	 
	10.

	 	Intellectual Property
	 	 	34	 
	11.

	 	Force Majeure
	 	 	34	 
	12.

	 	Distribution of Profits
	 	 	35	 
	13.

	 	Board of Directors
	 	 	35	 
	14.

	 	Assumption of Liabilities PRIOR TO Initial Equity Transfer Completion Date
	 	 	36	 
	15.

	 	Validity of the Agreement
	 	 	36	 
	16.

	 	Right OF ACCESS
	 	 	36	 
	17.

	 	Confidentiality
	 	 	37	 
	18.

	 	Transfer
	 	 	38	 
	19.

	 	Governing Law and Dispute Resolution
	 	 	38	 
	20.

	 	Notices
	 	 	39	 
	21.

	 	Entire Agreement
	 	 	40	 
	22.

	 	Severability
	 	 	40	 
	23.

	 	Waiver
	 	 	40	 
	24.

	 	Liability for Breach of Contract
	 	 	41	 
	25.

	 	Language	 	 	41	 






	 	 	 	 	 	 	 
	Appendix 1.

	 	Existing Shareholders
	 	 	42	 
	Appendix 2.

	 	Form of Equity Transfer Agreement
	 	 	43	 
	Appendix 3.

	 	Articles of Association of the Company
	 	 	47	 
	Appendix 4.

	 	Disclosure Schedule
	 	 	62	 
	Appendix 5.

	 	Employment Contract
	 	 	89	 
	Appendix 6.

	 	Form of Non-Compete Agreement
	 	 	10	 
	Appendix 7.

	 	Company’s Management Statements as at June 30, 2008
	 	 	17	 
	Appendix 8.

	 	Restructuring Memorandum
	 	 	1	 
	Appendix 9.

	 	List of Advertising Sign Locations
	 	 	3	 
	Appendix 10.

	 	List of Closing Documents
	 	 	1	 
	Appendix 11.

	 	Form of PRC Legal Opinion
	 	 	1	 
	Appendix 12.

	 	Written Confirmaton of Payment of Initial Equity Transfer Consideration
	 	 	18	 
	Appendix 13.

	 	Closing Covenant Letter
	 	 	21	 
	Appendix 14.

	 	Company’s Operational Budget Targets for the Three years from 2008 to 2010
	 	 	2	 






 









 





THIS INVESTMENT FRAMEWORK AGREEMENT (the “Agreement”) is entered into in Beijing, the PRC on
this 3rd day of August 2008 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 registered address at Suite 804,
Building 2, 19 Jianguomenwai Avenue, Chaoyang District, Beijing (the “Investor”);
	 
	(2)	 	THE NATURAL PERSONS NAMED IN APPENDIX 1 (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:





	(A)	 	The Investor is a wholly foreign-owned company established and existing under the laws of the
PRC and engages in advertising-related business.
	 
	(B)	 	The Company is a limited liability company established on April 19, 2000 in accordance with
the Company Law of the People’s Republic of China and related PRC laws and regulations with a
registered capital of RMB5,000,000. The scope of business of the Company is the design,
production, acting as an agent for and publication of domestic advertisements and
advertisements for foreign business entities in the PRC; undertaking of exhibition and display
activities; and organizing of cultural and art exchange activities (other than performances).
The Company’s Existing Shareholders are Yigang Zhao (75%), Bin He (10%), Youyi Wang (10%) and
Ting Li (5%).
	 
	(C)	 	The Investor desires to invest in the Company on the terms and conditions hereof and to
restructure the Company prior to completion of the Investor’s offshore listing, so as to
promote the long-term development of the Company and realize returns on its investment.
	 
	(D)	 	After considering time constraints, the requirements of PRC laws and the approval process,
the Parties hereby intend to complete the onshore and offshore restructurings in stages.
	 
	(E)	 	The Parties agree to make certain representations, warranties and covenants in accordance
herewith.




NOW, THEREFORE, pursuant to the Company Law of the People’s Republic of China, the Regulations of
the People’s Republic of China for the Administration of Company Registration and other relevant
PRC laws and regulations, the Parties have, based on the principles of equality and mutual benefit
and following amicable negotiations, agreed on matters relating to the investment in the Company as
follows:





	1.	 	DEFINITIONS
	 
	1.1	 	In this Agreement, the following terms shall have the meanings assigned to them below:
	 
	 	 	“Key Officers” means Yigang Zhao, Bin He, Youyi Wang and Ting Li;




 









 






	 	 	“Connected Person” means, in respect of any Party, any company, partnership or other entity which, directly or indirectly,
controls, is controlled by or under common control with such Party; if the Party is a natural person, means his or her
spouse or immediate relatives. (For the purposes of this Agreement, the term “control” means exercising control over such
Party through a direct or indirect holding of such Party’s voting equity or by way of an agreement or other arrangement).
	 
	 	 	“Initial Equity Transfer” means the purchase, specified in the Equity Transfer Agreement, by the Investor for the sum of
Renminbi Sixty-four Million Two Hundred and Sixty Thousand (RMB64,260,000) of 51% equity interest held in the Company by
the Existing Shareholders, of which it shall purchase 38.25% equity interest in the Company from Yigang Zhao, 5.1% from Bin
He, 5.1% from Youyi Wang and 2.55% from Ting Li.
	 
	 	 	“Exchange Rate” calculated based on the average of the daily median US dollar to Renminbi exchange rate posted by the
People’s Bank of China during the relevant year.
	 
	 	 	“Completion of the Initial Equity Transfer” means the fulfillment of all, or the waiver in writing by the Investor, of the
conditions precedent set forth in Article 5.1 hereof and completion by the Company with the administration for industry and
commerce of the procedures for the amendment of business registration in respect of the Initial Equity Transfer.
	 
	 	 	“Initial Equity Transfer Completion Date” means the date on which the Company completes the procedures with the
administration for industry and commerce for the amendment of business registration in respect of the Initial Equity
Transfer.
	 
	 	 	“Initial Equity Transfer Closing Date” means the date on which the conditions precedent set forth in Article 5.1 hereof are
all fulfilled or waived in writing by the Investor, i.e.: the date on which the Parties execute Appendix 12.
	 
	 	 	“Equity Transfer Agreement” means the agreement for the transfer of the 51% equity interest in the Company to be executed
by the Parties on the same date they execute this Agreement (in the form set forth in Appendix 2).
	 
	 	 	“Advertising Sign Locations” means all of the advertising sign locations set forth in Appendix 9, List of Advertising Sign
Locations, hereto.
	 
	 	 	“2009 Closing Date” means the date on which the conditions precedent set forth in Article 4.6.1.1 hereof are all fulfilled
or waived by the Investor.
	 
	 	 	“2010 Closing Date” means the date on which the conditions precedent set forth in Article 4.6.2.1 hereof are all fulfilled
or waived by the Investor.
	 
	 	 	“2011 Closing Date” means the date on which the conditions precedent set forth in Article 4.6.3.1 hereof are all fulfilled
or waived by the Investor.
	 
	 	 	“Shareholder Loan Granted by Investor” means the provision to the Company of a shareholder loan by the Investor under
certain conditions.
	 
	 	 	“Permissions” means the third party or relevant government authority permits, consents, registrations, approvals and
authorizations required by the Company to carry on its business and operations.
	 
	 	 	“Business Day” means a day on which banks in the PRC are open for business (other than Saturdays, Sundays and statutory
holidays).




 









 






	 	 	“Restated AoA” means the amended articles of association of the Company executed by the Investor and the Existing
Shareholders pursuant to this Agreement and the Equity Transfer Agreement. For the form thereof, see Appendix 3 hereto.
	 
	 	 	“Government Approvals” means all of the approval documents from the PRC government, including relevant local government
authorities (more specifically, the commerce authorities and industry and commerce authorities), approving the Equity
Transfer Agreement and the Restated AoA as required by law.
	 
	 	 	“PRC” means, for the purposes of this Agreement, the mainland of the People’s Republic of China, excluding the Hong Kong
Special Administrative Region, the Macao Special Administrative Region and Taiwan.
	 
	 	 	“Performance Calculation Period” means the period from January 1, 2008 to December 31, 2008.
	 
	 	 	“Initial Equity Transfer Consideration” means the sum of Renminbi Sixty-four Million Two Hundred and Sixty Thousand
(RMB64,260,000) that the Investor is required to pay to the Existing Shareholders to purchase from the Existing
Shareholders the 51% equity interest held in the Company by them.
	 
	 	 	“Net Initial Equity Transfer Proceeds” means all or part of the Initial Equity Transfer Consideration actually received by
the Existing Shareholders from the Investor less: (i) the taxes paid by the Existing Shareholders in connection with the
transaction contemplated herein, (ii) the Company’s back taxes paid by the Existing Shareholders in connection with the
transaction contemplated herein, and (iii) the service fees paid by the Existing Shareholders to intermediary institutions
(specifically including law firms and financial advisors) in connection with the transaction contemplated herein.
	 
	1.2	 	Headings
	 
	 	 	The headings to the Articles are for reference only and shall not affect the interpretation of this Agreement.
	 
	1.3	 	Appendices
	 
	 	 	The Appendices are comprised of all of the Appendices set forth in the Table of Contents hereof, constitute integral parts
hereof and are of equal authenticity as this Agreement.
	 
	1.4	 	References
	 
	 	 	Unless otherwise defined herein or required by the context, the terms used herein shall have the meanings assigned to them
in the Equity Transfer Agreement.
	 
	2.	 	INITIAL EQUITY TRANSFER






	2.1	 	The Investor and Existing Shareholders agree to execute, simultaneously with the execution
hereof, and pursuant hereto, an Equity Transfer Agreement substantially in the form as set
forth in Appendix 2 hereto in respect of the transaction contemplated herein (the Parties
further confirm that with a view to facilitating the completion of the amendment of the
business registration in respect of the Initial Equity Transfer, they shall prepare a separate
short-form equity transfer agreement solely about the Investor’s proposed purchase of the 51%
equity interest held in the Company by the Existing Shareholders), and the Company’s articles
of association in Appendix 3, and on the terms and conditions hereof, complete the following
procedures for the Company’s Initial Equity Transfer:




 









 












	 	(1)	 	The Investor agrees to purchase the 51% equity interest held in the Company by
the Existing Shareholders for the sum of Renminbi Sixty-four Million Two Hundred and
Sixty Thousand (RMB64,260,000) in accordance herewith, of which it shall purchase
38.25% equity interest of the Company from Yigang Zhao, 5.1% from Bin He, 5.1% from
Youyi Wang and 2.55% from Ting Li. Following Completion of the Initial Equity
Transfer, the shareholders of the Company and the percentages of the equity interest
held by them prior to and after the transfer of equity interest shall be as indicated
in the table below:






	 	 	 	 	 	 	 	 	 
	 	 	Shareholding percentage	 	Shareholding percentage
	 	 	prior to the Initial Equity	 	after Initial Equity
	Name of shareholders	 	Transfer	 	Transfer
	Redgate Interactive
Advertising (Beijing) Co., Ltd.
	 	 	0	%	 	 	51	%
	Yigang Zhao
	 	 	75	%	 	 	36.75	%
	Bin He
	 	 	10	%	 	 	4.9	%
	Youyi Wang
	 	 	10	%	 	 	4.9	%
	Ting Li
	 	 	5	%	 	 	2.45	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	100	%	 	 	100	%
	 
	 	 	 	 	 	 	 	 






	 	(2)	 	The Parties agree that after PricewaterhouseCoopers prepares and successfully
completes the management statements for the years 2005 to 2007 and the Company
completes its unaudited management statements for the first half of 2008 (the Parties
understand that the Company shall complete its unaudited management statements for the
first half of 2008 prior to the payment of the Initial Equity Transfer Consideration)
and within fifteen (15) Business Days after the execution of the Equity Transfer
Agreement (whichever is later), the Investor shall remit the sum of Renminbi Thirty-two
Million One Hundred and Thirty Thousand (RMB32,130,000) into the jointly administered
bank account opened in the PRC by the Investor and the Existing Shareholders (the
“Joint Domestic Account”). The Joint Domestic Account is a bank account subject to a
joint signature procedure, and payments and withdrawals of any moneys from the Joint
Domestic Account and the making of any other such disposal acts shall require the joint
signature of the Investor and the Existing Shareholders.
	 
	 	 	 	The Parties agree that prior to the Initial Equity Transfer Closing Date,
PricewaterhouseCoopers shall conduct and successfully complete an audit of the
Company’s financial statements for the first half of 2008.
	 
	 	(3)	 	Unless otherwise provided herein, neither the Investor nor the Existing
Shareholders shall have the right to withdraw any amount from the Joint Domestic
Account in any manner until the Initial Equity Transfer Completion Date.
	 
	 	(4)	 	Within three (3) Business Days prior to the Initial Equity Transfer Closing
Date, the Company shall provide the relevant supporting documentation to the Investor
(for details, see Appendix 10) and send a written notice to the Investor. The Parties
shall execute Appendix 12 within two (2) Business Days from the date on which the
notice is sent as a joint written confirmation as to whether the conditions precedent
have been fulfilled.
	 
	 	(5)	 	The Parties understand and agree that the Investor is obligated to pay the
transfer price for the equity interest in accordance with the following schedule:




 









 












	 	(a)	 	On the Initial Equity Transfer Closing Date, the Investor is
obligated to consent to pay the sum of Renminbi Thirty-two Million One Hundred
and Thirty Thousand (RMB32,130,000) from the Joint Domestic Account to the
Existing Shareholders or into the bank account designated by them;
	 
	 	(b)	 	Within seven (7) Business Days following the first anniversary
of the Initial Equity Transfer Closing Date, the Investor is obligated to pay
the sum of Renminbi Nineteen Million Two Hundred and Seventy-eight Thousand
(RMB19,278,000) to the Existing Shareholders or into the [domestic] bank
account designated by them; and
	 
	 	(c)	 	Within seven (7) Business Days following the second anniversary
of the Initial Equity Transfer Closing Date, the Investor is obligated to pay
the sum of Renminbi Ten Million Five Hundred and Fifty-two Thousand
(RMB10,552,000) to the Existing Shareholders or into the [domestic] bank
account designated by them.
	 
	 	The Existing Shareholders shall provide the details of their domestic bank account
for receiving the aforementioned amounts by the Initial Equity Transfer Closing
Date.






	 	(6)	 	If the conditions precedent set forth in Article 5.1 hereof are not fulfilled
or are unable to be fulfilled within three (3) months after the execution of the Equity
Transfer Agreement or such other date as agreed by the Parties due to a reason
attributable to the Company and/or the Existing Shareholders, the Parties shall hold
amicable consultations. If the Parties fail to reach a consensus on the foregoing
within fifteen (15) days, or if the Company and/or the Existing Shareholders still fail
to fulfill the conditions precedent set forth in Article 5.1 by the other date agreed
upon by the Parties, the Investor shall not be required to complete the Initial Equity
Transfer and may decide, at its own discretion by giving written notice to the Company
and the Existing Shareholders, to:






	 	(a)	 	Terminate the Equity Transfer Agreement and this Agreement
without taking liability and demand that the Existing Shareholders refund the
Initial Equity Transfer Consideration paid by the Investor (if any) and pay the
Investor an equivalent amount of 10% of the Initial Equity Transfer
Consideration already paid (if any) as liquidated damages. In addition, the
Company and the Existing Shareholders shall assist the Investor in completing
the procedures required to refund all of the Initial Equity Transfer
Consideration in the Joint Domestic Account (including but not limited to
presenting the signature/seal sample of the Company’s legal representative
(namely Youyi Wang) and executing all necessary documents); if at such time,
the procedures for the amendment of business registration in respect of the
Initial Equity Transfer have already been undertaken and the Company has
refunded the Initial Equity Transfer Consideration and paid the liquidated
damages to the Investor, the Investor shall execute the relevant legal
documents with the Existing Shareholders and complete the procedures for the
change of ownership of the equity interest to each of the Existing Shareholders
(without consideration) in proportion to the Existing Shareholders’ equity
interest in the Company prior to the Completion of the Initial Equity Transfer;
or
	 
	 	(b)	 	Provided that the Company and the Existing Shareholders are
capable of completing their outstanding obligations (including fulfilling the
relevant conditions precedent), select a later date for completion of the
performance of this Agreement. The Investor may: (i) designate one or more
dates for the completion by the Company and the Existing Shareholders of their




 









 












	 	outstanding obligations; or (ii) release the Company and/or the Existing
Shareholders from part of their outstanding obligations and designate a date
for completion of their remaining outstanding obligations, or assert the
rights in paragraph (a) above; or (iii) further release the Company and/or
the Existing Shareholders from part of their outstanding obligations, or
assert the rights in paragraph (a) above.






	2.2	 	If in accordance with US GAAP, the Company’s after-tax profit for the Performance Calculation
Period as audited is less than the amount forecast by the Parties (i.e., Renminbi Eighteen
Million (RMB18,000,000)), the valuation of the equity interest shall be adjusted downward
accordingly and at such time, the percentage of the equity interest in the Company held by the
Investor shall be adjusted upward in accordance with the following formula:
	 
	 	 	Percentage of the equity interest held by the Investor = Renminbi Sixty-four Million Two
Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for the Performance
Calculation Period as audited  ́ 7)  ́ 100%.
	 
	 	 	The Existing Shareholders shall transfer to the Investor without consideration the equity
interest derived in accordance with the following formula so as to effectuate the
aforementioned adjustment:
	 
	 	 	Percentage of the equity interest to be transferred without consideration = Renminbi
Sixty-four Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for
the Performance Calculation Period as audited
 ́ 7)
 ́ 100% – 51%.
	 
	2.3	 	If in accordance with US GAAP, the Company’s after-tax profit for 2009 (January 1, 2009 to
December 31, 2009) as audited is less than the amount forecast by the Parties (i.e., Renminbi
Eighteen Million (RMB18,000,000)), the valuation of the equity interest shall be adjusted
downward accordingly and at such time, the percentage of the equity interest in the Company
held by the Investor shall be adjusted in accordance with the following formula:
	 
	 	 	Percentage of the equity interest held by the Investor = Renminbi Sixty-four Million Two
Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for 2009 as audited  ́
7)  ́ 100%.
	 
	 	 	The Existing Shareholders shall transfer to the Investor without consideration the equity
interest derived in accordance with the following formula so as to effectuate the
aforementioned adjustment:
	 
	 	 	Percentage of the equity interest to be transferred without consideration = Renminbi
Sixty-four Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for
2009 as audited  ́ 7)
 ́ 100%  – 51%.
	 
	2.4	 	If the Company’s after-tax profit for 2010 (January 1, 2010 to December 31, 2010) as audited
is less than the amount forecast by the Parties (i.e., Renminbi Eighteen Million
(RMB18,000,000)), the valuation of the equity interest shall be adjusted downward accordingly
and at such time, the percentage of the equity interest in the Company shall be revised as
follows:
	 
	 	 	Percentage of the equity interest held by the Investor = Renminbi Sixty-four Million Two
Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for 2010 as audited  ́
7)  ́ 100%.




 









 







	 	 	The Existing Shareholders shall transfer to the Investor without consideration the equity
interest derived in accordance with the following formula so as to effectuate the
aforementioned adjustment:
	 
	 	 	Percentage of the equity interest to be transferred without consideration = Renminbi
Sixty-four Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after-tax profit for
2010 as audited  ́ 7)
 ́ 100% – 51%.
	 
	2.5	 	If the Company’s after-tax profits for the Performance Calculation Period, 2009 and 2010 as
audited are greater than the amount forecast by the Parties (i.e., Renminbi Eighteen Million
(RMB18,000,000)), the percentages of the equity interest in the Company held by the Investor
and the Existing Shareholders shall not be affected by the amounts forecast in Articles 2.2,
2.3 and 2.4 above.
	 
	 	 	If the Company’s after-tax profits for the Performance Calculation Period, 2009 and 2010 as
audited are less than the amount forecast by the Parties (i.e., Renminbi Eighteen Million
(RMB18,000,000)), requiring the valuation of the equity interest in the Company to be
adjusted downward accordingly pursuant to Articles 2.3, 2.4 and/or 2.5 above, the Parties
hereto understand, agree and emphasize that the Existing Shareholders shall be obligated to
use reasonable efforts to realize the transfer to the Investor (without consideration) of
the equity interest calculated in accordance with Articles 2.3, 2.4 and/or 2.5 above. If
within 60 days after the preparation in accordance with US GAAP of the Company’s auditor’s
report for the preceding year respectively in 2009, 2010 and 2011, the Existing Shareholders
fail to realize the transfer of the equity interest calculated in accordance with Articles
2.3, 2.4 and/or 2.5 above to the Investor (without consideration), the Investor shall have
the right to deduct a certain amount from the consideration paid for the acquisition of the
remaining equity interest. Such deduction shall be effected in accordance with Article 4.7
hereof.
	 
	2.6	 	For the avoidance of doubt, the auditor responsible for auditing the Company’s after-tax
profit as described above shall be PricewaterhouseCoopers or an international accounting firm
of an equivalent reputation or an auditing firm with relevant qualifications and a good
reputation in the industry as separately agreed in writing by the Parties. The auditing shall
be conducted in accordance with US GAAP. The Company shall bear all of the expenses relating
to the auditing, regardless of by which Party the auditing is proposed or arranged. If the
Investor advances to a third party part of the charges relating to the auditing, the Company
shall reimburse the Investor for the amount paid by it.
	 
	 	 	The expenses for the auditing of the Company’s financial reports for the recent three years
ending December 31, 2007 and the relevant 2008 quarterly financial report of the Company
required by the Investor for the listing shall be deducted from the remainder of the
transfer consideration for the equity interest after the listing of the Investor, provided,
however, that such auditing expenses may not exceed Renminbi One Million Five Hundred
Thousand (RMB1,500,000).
	 
	2.7	 	If the shareholding in the Company or the investment amount are adjusted as described in this
Article, the Existing Shareholders and the Company shall use their best efforts to cooperate
with the Investor in securing all Government Approvals as soon as possible in accordance with
PRC laws, and carry out all necessary procedures with the relevant government authorities.
	 
	2.8	 	The Investor has conducted and is currently conducting, through its representatives or
advisors, comprehensive legal due diligence of the Company, which includes: (1) the
advertising sign qualifications of the Company and its affiliates; (2) the equity interest of
the Company and its affiliates; and (3) the tax affairs of the Company and its affiliates. If
based on the results of the due diligence, the Investor discovers falsehoods, untruths or
material




 









 






	 	 	omissions in the representations and warranties given by the Existing Shareholders and the
Company hereunder and the Company suffers material adverse legal consequences or actual
economic losses as a result thereof, the Investor and the Existing Shareholders shall hold
consultations in respect of taking the following measures: (a) requiring the Existing
Shareholders to fully indemnify the Company in a manner satisfactory to the Investor, or (b)
permitting the Investor to deduct from the remainder of the transfer consideration of the
equity interest to be paid to the Existing Shareholders an amount equivalent to the actual
economic losses. If the Investor and the Existing Shareholders fail to reach a consensus
within [60] Business Days from the date on which the falsehood(s), untruth(s) or material
omission(s) in the representations and warranties given by the Existing Shareholders and the
Company are discovered, or if the Existing Shareholders fail to make full indemnification in
accordance with the consensus between the Parties, the Investor shall have the right to
terminate the Equity Transfer Agreement and this Agreement. Specifically, such termination
shall be handled in accordance with Article 2.10 hereof. The Existing Shareholders shall
use their best efforts to cooperate during the foregoing legal due diligence process.
	 
	2.9	 	Notwithstanding Article 2.2 above, if the Company’s after-tax profit for the Performance
Calculation Period as audited is less than Renminbi Zero (RMB0), the Investor shall have the
right to demand that the Existing Shareholders promptly refund the entire transfer
consideration for the equity interest. Under such a circumstance, this Agreement, the Equity
Transfer Agreement and the Restated AoA shall terminate forthwith, and the Existing
Shareholders and the Company shall cooperate with the Investor in carrying out all the
necessary procedures required for the refund of the transfer consideration for the equity
interest. Once the entire transfer consideration for the equity interest has been refunded to
the Investor, the Investor shall execute the relevant legal documents with the Existing
Shareholders and undertake without consideration the procedures for the change of ownership of
the equity interest to each of the Existing Shareholders in proportion to the Existing
Shareholders’ equity interest prior to the Completion of the Initial Equity Transfer.
	 
	2.10	 	If prior to the Completion of the Initial Equity Transfer, the Existing Shareholders and the
Company commit a material breach of their representations and warranties given in this
Agreement or the Equity Transfer Agreement, or of the obligations they are required to assume
under the Equity Transfer Agreement or this Agreement, the Investor may, regardless of whether
it discovered such material breach prior to Completion of the Initial Equity Transfer, give
written notice to the Existing Shareholders (or the Company) to cure such breach. If the
Existing Shareholders or the Company (as the case may be) fail(s) to take remedial measures to
cure the breach within sixty (60) days from the date of the giving of the aforementioned
written notice by the Investor, then, without prejudice to the other rights hereunder, the
Investor shall have the right to forthwith terminate this Agreement, the Equity Transfer
Agreement and the Restated AoA by giving a written notice to the Existing Shareholders and the
Company and demand the Existing Shareholders to refund the transfer consideration for the
equity interest paid by the Investor (if any) and to pay the Investor the equivalent amount of
20% of the transfer consideration for the equity interest already paid (if any) as liquidated
damages.
	 
	 	 	Notwithstanding the foregoing, if after the Completion of the Initial Equity Transfer, the
Investor discovers that a material breach described in the preceding paragraph occurred
prior to the Completion of the Initial Equity Transfer and the Company suffers material
adverse legal consequences or actual economic losses as a result thereof, the Investor and
the Existing Shareholders shall hold consultations in respect of taking the following
measures: (a) requiring the Existing Shareholders to fully indemnify the Company in a manner
satisfactory to the Investor, or (b) permitting the Investor to deduct from the remainder of
the transfer consideration for the equity interest to be paid to the Existing Shareholders
an amount equivalent to the actual economic losses. If the Existing Shareholders or the
Company fail(s) to reach a consensus with the Investor within sixty (60) days from the date
on which the




 









 






	 	 	Investor gives a written notice to cure the breach, or if the Existing Shareholders fail to
make full indemnification in accordance with the consensus between the Parties, then,
without prejudice to the other rights hereunder, the Investor shall have the right to
forthwith terminate this Agreement, the Equity Transfer Agreement and the Restated AoA by
giving written notice to the Existing Shareholders and the Company and demand that the
Existing Shareholders to refund the Initial Equity Transfer Consideration paid by the
Investor (if any) and pay the Investor the equivalent amount of 20% of the transfer
consideration for the equity interest already paid (if any) as liquidated damages. With a
view to ensuring that the equity interest in the Company is restored to its status prior to
the Completion of the Initial Equity Transfer, the Investor shall execute the relevant legal
documents with the Existing Shareholders and be obligated to carry out the procedures for
the change of ownership of the equity interest to each of the Existing Shareholders without
consideration in proportion to the Existing Shareholders’ equity interest prior to the
Completion of the Initial Equity Transfer.
	 
	2.11	 	After Completion of the Initial Equity Transfer, no Party may terminate this Agreement, the
Equity Transfer Agreement or the Restated AoA on the ground that a condition precedent has not
been fulfilled.
	 
	2.12	 	The Company’s after-tax profits for 2007 and for the years preceding 2007 as audited in
accordance with US GAAP (the “Accumulated Profits”; excluding the statutory common reserve)
shall vest in the Existing Shareholders. The Parties understand and agree that the amount of
the Accumulated Profits shall not exceed RMB16.5 million and shall be adjusted in line with
the amount recorded in the final auditor’s report. Distribution of the Accumulated Profits
shall be completed within three years from the 2011 Closing Date or the Initial Equity
Transfer Closing Date (whichever is earlier). The Accumulated Profits shall, after all taxes
payable for 2007 and for the years preceding 2007 (if any) have been paid in full, be
distributed in a manner that complies with the PRC laws, which may take the form of a
distribution of special dividends to the Existing Shareholders or other lawful form. In
addition, the Parties understand and agree that the distribution of the Accumulated Profits
shall not be permitted to affect or impede the Company’s operations or affect the profits
generated by the Company from January 2008 onward in any manner.
	 
	2.13	 	The Parties hereto hereby confirm that the figures set forth in Appendix 14 hereto (Company’s
Operational Budget Targets for the Three Years from 2008 to 2010) are the Company’s
operational budget targets for the three years from 2008 to 2010. The Investor agrees that if
a vote needs to be taken at a shareholders meeting or a meeting of the board of directors of
the Company regarding the operational budget targets for the years from 2008 to 2010 and
provided that the operational budget targets for the relevant years upon which the vote is to
be taken are essentially consistent with the relevant figures set forth in Appendix 14 hereto,
the Investor shall procure the adoption of the relevant resolution at the shareholders meeting
or meeting of the board of directors of the Company.
	 
	3.	 	SHAREHOLDER LOAN GRANTED BY INVESTOR
	 
	3.1	 	The Investor agrees to provide in future in accordance herewith by a method that complies
with relevant laws and regulations (e.g. entrusting a bank or other such financial institution
to extend the loan) to the Company a shareholder loan in keeping with the funding requirements
for the further development of the Company’s business.
	 
	3.2	 	The Investor shall, based on the actual future circumstances of the Company, decide at its
own discretion: (1) whether to provide a shareholder loan to the Company; (2) when to provide
the shareholder loan to the Company; (3) the term of the shareholder loan; and (4) other
outstanding matters.




 









 






	3.3	 	If the Company wishes to obtain a shareholder loan, it shall submit a written application to
the Investor and the Investor may decide on whether or not to give its consent within three
months after the date of receipt of the Company’s written application.
	 
	3.4	 	If the term of the Shareholder Loan Granted by Investor is six months or less, the interest
rate on the shareholder loan shall be the benchmark interest rate for commercial bank loans of
equivalent terms plus 2%. If the term of the Shareholder Loan Granted by Investor is more
than six months but less than nine months, the interest rate on the shareholder loan shall be
the benchmark interest rate for commercial bank loans of equivalent term plus 3%. If the term
of the Shareholder Loan Granted by Investor is more than 9 months but less than 12 months, the
interest rate on the shareholder loan shall be the benchmark interest rate for commercial bank
loans of equivalent term plus 4%.
	 
	3.5	 	The Shareholder Loan Granted by Investor is a short-term loan with a term not exceeding 12
months. Accordingly, unless otherwise agreed by the Investor, if the Company fails to complete
repayment to the Investor of the actual amount of the shareholder loan within 1 year from the
date on which such loan is granted to the Company, the Investor shall have the right to
convert the Shareholder Loan Granted by Investor into the equity interest in the Company in
the following proportion:
	 
	 	 	Percentage of the amount of the Shareholder Loan Granted by Investor to be converted into
the equity interest in the Company by the Investor = 100%  ́ amount of the Shareholder
Loan Granted by Investor ÷ (7  ́ the Company’s after-tax net profit for the relevant
year as audited in accordance with US GAAP).
	 
	4.	 	FURTHER RESTRUCTURING OF THE COMPANY AND SUBSEQUENT EQUITY TRANSFER 
	 
	4.1	 	The Parties hereto understand that the Existing Shareholders, as at the execution date
hereof, still control Beijing Shenzhoushengshi Advertising Co., Ltd., Shanghai Langli
Advertising Media Co., Ltd., Beijing Langrui Advertising Media Co., Ltd. and Hangzhou Yibao
Advertising Co., Ltd. (the “Affiliates”). Accordingly, the Existing Shareholders covenant and
agree that they shall complete a restructuring of the Company and the Affiliates in accordance
with the provisions of the Restructuring Memorandum identical in the form of Appendix 8 hereto
(the “Restructuring”).
	 
	4.2	 	The Existing Shareholders and the Company understand and agree that in addition to the
provisions of Article 4.1 above, they shall carry out the necessary integration of such
resources as the Company’s existing media assets and advertising business related assets
(including both tangible and intangible assets), business (including but not limited to all
business contracts and client resources) and personnel in accordance with the plan determined
through consultations between the Investor and Existing Shareholders, so as to permit the
Company’s business to develop and expand in a more nimble and efficient manner.
	 
	4.3	 	The Investor plans to effectuate a listing and initial public offering of the Investor or a
Connected Person thereof on a qualified stock exchange outside of the PRC (the “Qualified
Offshore Listing”) through an integration of a portion of its assets within 12 months after
the Initial Equity Transfer Closing Date. After the offshore listing, the Investor shall be
obligated to acquire all of the remaining equity interest in the Company held by the Existing
Shareholders on the terms and conditions hereof (the “Remaining Equity Interest”; the Parties
understand and agree that depending on the business performance of the Company during the
Performance Calculation Period, 2009 and 2010, the Existing Shareholders’ Remaining Equity
Interest in the Company at such time shall be 49% or such other percentage held by them after
being adjusted pursuant to Articles 2.2, 2.3 or 2.4 hereof) (the “Remaining Equity Transfer”)
and pay the consideration for the purchase of the Remaining Equity




 









 






	 	 	Interest. The Existing Shareholders shall be obligated to transfer the Remaining Equity
Interest to the Investor and cooperate with the Investor in completing the Remaining Equity
Transfer on the terms and conditions hereof. For the purposes of this paragraph, after
completion of the Remaining Equity Transfer, the Investor may cause the Listed Company
(defined below) to pay the consideration for the acquisition of the Remaining Equity
Interest by issuing the shares of the Listed Company or paying the equivalent amount of cash
to the Existing Shareholders or a third party designated by the Existing Shareholders.
Subject to preservation of the economic interests of the Parties without change, the
specific plan may be determined by the Investor through consultations with the Existing
Shareholders pursuant to then applicable laws and based on the Investor’s strategic
requirements and/or the offshore listing plan, so as to ensure that the Remaining Equity
Transfer is accomplished by the most lawful and efficient method.
	 
	4.4	 	Notwithstanding the foregoing, if deemed necessary by the Investor and provided that it has
solicited the opinion of the Existing Shareholders, the Investor may decide at its own
discretion to pay the consideration in cash or otherwise to the Existing Shareholders for the
purchase of the Remaining Equity Interest itself or through a third party.
	 
	4.5	 	In the event the Qualified Offshore Listing is unsuccessful or the Listed Company fails to
pay for the acquisition of the Remaining Equity Interest, the following actions shall be
undertaken:






	 	4.5.1	 	if the Investor or the Connected Person thereof fails to complete the
Qualified Offshore Listing within 12 months after the Initial Equity Transfer Closing
Date, the Investor shall be obligated to make a compensation to the Existing
Shareholders, the amount of which shall not be less than the total of the taxes and
levies actually paid by the Existing Shareholders in connection with the transaction
contemplated herein, the back taxes actually paid by the Existing Shareholders for the
Company and all the service fees actually paid by the Existing Shareholders to
intermediary institutions (specifically including legal fees, auditing fees and
financial advisors’ fees) in connection with the transaction contemplated herein; and
	 
	 	4.5.2	 	if the Qualified Offshore Listing is unable to be realized within twelve (12)
months after the Initial Equity Transfer Closing Date, the Existing Shareholders and
the Investor shall conduct negotiations on such matters as the Remaining Equity
Transfer and payment.






	4.6	 	If the Investor or a Connected Person thereof realizes the Qualified Offshore Listing within
12 months after the Initial Equity Transfer Closing Date (the “Listed Company”), the Investor
shall, subject to fulfillment of the conditions precedent set forth in Articles 4.6.1.1,
4.6.2.1 or 4.6.3.1, be obligated to pay the consideration for the purchase of the Remaining
Equity Interest in installments to the Existing Shareholders or a third party designated by
them by issuing common stocks or paying an equivalent amount of cash by the Listed Company
(the specific payment method shall be determined separately through consultations between the
Investor and the Existing Shareholders). The Existing Shareholders shall, on the terms and
conditions hereof, be obligated to transfer the Remaining Equity Interest to the Investor or a
Connected Person designated by it and shall cooperate in completing the aforementioned
transaction as required by the Investor, so as to enable the Listed Company to realize the
offshore listing in a manner compliant with applicable PRC laws and the listing rules. As the
performance of this Article involves translation between Renminbi and US Dollars, the relevant
Exchange Rate shall be based on the average of the daily median US Dollar to Renminbi exchange
rate as posted by the People’s Bank of China for the relevant year.






	 	4.6.1	 	Payment for the purchase of the Remaining Equity Interest in 2009 by issuing
common stocks or paying an equivalent amount of cash




 









 












	 	4.6.1.1	 	Conditions precedent for the purchase of the Remaining Equity Interest in
2009 by issuing common stocks or paying an equivalent amount of cash:
	 
	 	 	 	The Parties hereto understand and agree that the conditions precedent to the
payment by the Investor to the Existing Shareholders in 2009 by issuing
common stocks or paying an equivalent amount of cash shall include the
followings:






	 	(i)	 	fulfillment of all of the conditions precedent
set forth in Article 5.1 hereof (or if not fulfilled, their waiver by
the Investor on or before the Initial Equity Transfer Closing Date);
	 
	 	(ii)	 	regardless of whether known to the Investor
prior to Completion of the Initial Equity Transfer, (a) the performance
by the Existing Shareholders of all of their other obligations
specified in other provisions hereof; or (b) (aa) in the event that the
Existing Shareholders have been unable to fully perform their other
obligations specified in other provisions hereof, thereby (bb) causing
the Company to suffer material adverse legal consequences or actual
economic losses, and then (cc) subject to agreement between the
Investor and the Existing Shareholders, (aaa) the indemnification of
the Company in full by the Existing Shareholders in a manner
satisfactory to the Investor, or (bbb) the deduction by the Investor of
an amount equivalent to the actual economic losses from the
consideration paid to the Existing Shareholders for the Remaining
Equity Transfer;
	 
	 	(iii)	 	regardless of whether known to the Investor
prior to Completion of the Initial Equity Transfer, (a) the
representations and warranties given by the Existing Shareholders in
this Agreement and the Appendices hereto remain truthful and error free
on the Initial Equity Transfer Closing Date and do not contain any
falsehoods or material omissions and are not misleading, and the full
compliance with and performance by the Existing Shareholders of the
covenants and warranties set forth in this Agreement and the Appendices
hereto; or (b) (aa) in the event that the representations and
warranties given by the Existing Shareholders in this Agreement and the
Appendices hereto are not truthful and free of errors on the Initial
Equity Transfer Closing Date or contain falsehoods or material
omissions or are misleading, or the Existing Shareholders have failed
to comply and perform this Agreement and the Appendices hereto
(including the obligations herein and therein) and (bb) the Existing
Shareholders have failed to fully comply with and perform this
Agreement and the Appendices hereto (including representations,
warranties and obligations), thereby causing the Company to suffer
material adverse legal consequences or actual economic losses, and then
(cc) subject to agreement between the Investor and the Existing
Shareholders, (aaa) the indemnification of the Company in full by the
Existing Shareholders in a manner satisfactory to the Investor, or
(bbb) the deduction by the Investor of an amount equivalent to the
actual economic losses from the consideration paid to the Existing
Shareholders for the Remaining Equity Transfer;




 









 






	 	(iv)	 	the completion of the procedures for the
business registration change in connection with the acquisition by the
Investor of the Remaining Equity Interest in the Company;
	 
	 	(v)	 	the completion by PricewaterhouseCoopers of the
2008 auditing of the Company and submission of the auditor’s report to
the Investor and Existing Shareholders; and
	 
	 	(vi)	 	the securing of all Government Approvals (if
required) for the purchase by the Investor of the Remaining Equity
Interest in the Company by issuing common stocks or paying an
equivalent amount of cash to the Existing Shareholders.






	 	4.6.1.2	 	Determination of the consideration for the purchase of the Remaining Equity
Interest in 2009 by issuing common stocks or paying an equivalent amount of
cash
	 
	 	 	 	If the Qualified Offshore Listing occurs within twelve (12) months after the
Initial Equity Transfer Closing Date, then, subject to Article 4.10 hereof,
the Investor shall pay the following number of shares or the cash equivalent
to the Existing Shareholders within [15] Business Days after the 2009
Closing Date:





	 	 	 
	 
	X = 	A  ́ C  ́
 49%  ́ 30%  ́ D - F
	 
	 	B
	 
	 	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 in 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 purposes of calculation
as per of the above formula, the Company’s 2008 Net Profit shall not exceed
an amount equivalent to RMB18 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 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
2009 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 2009 shall be equivalent to the number of all or part
of the shares to be issued in 2009 for substitution multiplied by the amount
of B.
	 
	 	 	 	The Parties understand 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. If the Investor still fails to perform its payment obligation
specified in this Article within 60 days after the 2009 Closing Date, the
Existing Shareholders shall have the right to take the following measures:






	 	(i)	 	demand that the Investor perform its payment
obligation specified in this Article; or
	 
	 	(ii)	 	acquire all of the equity interest in the
Company held by the Investor at an acquisition price equivalent to the
Net Initial Equity Transfer Proceeds and the transfer price for the
Remaining Equity Interest in the Company actually received from the
Investor by the Existing Shareholders in accordance with Article 4.6
hereof (or the cash derived by the Existing Shareholders from the sale
of the shares obtained by them in accordance with Article 4.6 hereof)
with the deduction of the balance of the transfer price (or the cash
derived from the sale of the shares) left (if any) after the payment of
taxes and levies by the Existing Shareholders. For the purposes of
this paragraph, the Investor shall be obligated to execute the relevant
legal documents and cooperate with the Existing Shareholders in
carrying out the legal procedures, such as business registration
change, to complete the aforementioned equity acquisition. In
addition, the Existing Shareholders shall have the right to demand that
the Investor pay them 20% of the Net Initial Equity Transfer Proceeds
as compensation. The Parties further understand and agree that the
Investor shall not bear any liability if it is unable to perform its
payment obligation specified in this Article due to force majeure.






	 	4.6.2	 	Payment for the purchase of the Remaining Equity Interest in 2010 by issuing
common stocks or paying an equivalent amount of cash




 









 












	 	4.6.2.1	 	Conditions precedent for the closing of the purchase of the Remaining Equity
Interest in 2010 by issuing common stocks or paying an equivalent amount of
cash:
	 
	 	 	 	The Parties hereto understand and agree that the conditions precedent to the
payment by the Investor to the Existing Shareholders in 2010 by issuing
common stocks or paying an equivalent amount of cash shall include the
followings:






	 	(i)	 	fulfillment of all of the conditions precedent
set forth in Article 5.1 hereof (or if not fulfilled, their waiver by
the Investor on or before the Initial Equity Transfer Closing Date);
	 
	 	(ii)	 	regardless of whether known to the Investor
prior to Completion of the Initial Equity Transfer, (a) the performance
by the Existing Shareholders of all of their other obligations
specified in other provisions hereof; or (b) (aa) in the event that the
Existing Shareholders have been unable to fully perform their other
obligations specified in other provisions hereof, thereby (bb) causing
the Company to suffer material adverse legal consequences or actual
economic losses, and then (cc) subject to agreement between the
Investor and the Existing Shareholders, (aaa) the indemnification of
the Company in full by the Existing Shareholders in a manner
satisfactory to the Investor, or (bbb) the deduction by the Investor of
an amount equivalent to the actual economic losses from the
consideration paid to the Existing Shareholders for the Remaining
Equity Transfer;
	 
	 	(iii)	 	(a) the representations and warranties given
by the Existing Shareholders in this Agreement and the Appendices
hereto remain truthful and error free at the closing time and do not
contain any falsehoods or material omissions and are not misleading,
and the full compliance with and performance by the Existing
Shareholders of the covenants and warranties set forth in this
Agreement and the Appendices hereto; or (b) (aa) in the event that the
representations and warranties given by the Existing Shareholders in
this Agreement and the Appendices hereto are not truthful and free of
errors on the 2010 Closing Date or contain falsehoods or material
omissions or are misleading or the Existing Shareholders have failed to
comply and perform this Agreement and the Appendices hereto (including
the obligations herein and therein) and (bb) the Existing Shareholders
have failed to fully comply and perform this Agreement and the
Appendices hereto (including representations, warranties and
obligations), thereby causing the Company to suffer material adverse
legal consequences or actual economic losses, and then (cc) subject to
agreement between the Investor and the Existing Shareholders, (aaa) the
indemnification of the Company in full by the Existing Shareholders in
a manner satisfactory to the Investor, or (bbb) the deduction by the
Investor of an amount equivalent to the actual economic losses from the
consideration paid to the Existing Shareholders for the Remaining
Equity Transfer; and
	 
	 	(iv)	 	the completion by PricewaterhouseCoopers of the
2009 auditing of the Company and submitted the auditor’s report to the
Investor.




 









 












	 	4.6.2.2	 	Determination of the consideration for the purchase of the Remaining Equity
Interest in 2010 by issuing common stocks or paying an equivalent amount of
cash.
	 
	 	 	 	If the Qualified Offshore Listing occurs within twelve (12) months after the
Initial Equity Transfer Closing Date, then, subject to Article 4.10 hereof,
the Investor shall pay the following number of shares or the cash equivalent
to the Existing Shareholders within [15] Business Days after the 2010
Closing Date:





	 	 	 
	 

	X = 	A  ́ C  ́ 49%  ́ 30%  ́ D
	 
	 	 
	 

	 	B







	 	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 annual
financial accounts as audited
	 
	 	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, 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 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 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 number of all or part of the
shares to be issued in 2010 for substitution 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. If the Investor still fails to perform its
payment obligation specified in this Article within 60 days after the 2010
Closing Date, the Existing Shareholders shall have the right to take the
following measures:






	 	(i)	 	demand that the Investor perform its payment
obligation specified in this Article; or
	 
	 	(ii)	 	acquire all of the equity interest in the
Company held by the Investor at an acquisition price equivalent to the
Net Initial Equity Transfer Proceeds and the transfer price for the
Remaining Equity Interest in the Company actually received from the
Investor by the Existing Shareholders in accordance with Article 4.6
hereof (or the cash derived by the Existing Shareholders from the sale
of the shares obtained by them in accordance with Article 4.6 hereof)
with the deduction of the balance of the transfer price (or the cash
derived from the sale of the shares) left (if any) after the payment of
taxes and levies by the Existing Shareholders. For the purposes of
this paragraph, the Investor shall be obligated to execute the relevant
legal documents and cooperate with the Existing Shareholders in
carrying out the legal procedures, such as business registration
change, to complete the aforementioned equity acquisition.
Additionally, the Existing Shareholders shall have the right to demand
that the Investor pay them 20% of the Net Initial Equity Transfer
Proceeds as compensation. The Parties further understand and agree
that the Investor shall not bear any liability if it is unable to
perform its payment obligation specified in this Article due to force
majeure.






	 	4.6.3	 	Payment for the purchase of the Remaining Equity Interest in 2011 by issuing
common stocks or paying an equivalent amount of cash






	 	4.6.3.1	 	Conditions precedent for the closing of the purchase of the Remaining Equity
Interest in 2011 by issuing common stocks or paying an equivalent amount of
cash:
	 
	 	 	 	The Parties hereto understand and agree that the conditions precedent to the
payment by the Investor to the Existing Shareholders in 2011 by issuing
common stocks or paying an equivalent amount of cash shall include the
followings:






	 	(i)	 	fulfilment of all of the conditions precedent
set forth in Article 5.1 hereof (or if not fulfilled, their waiver by
the Investor on or before the Initial Equity Transfer Closing Date);
	 
	 	(ii)	 	regardless of whether known to the Investor
prior to Completion of the Initial Equity Transfer, (a) the performance
by the Existing Shareholders of all of their other obligations
specified in other provisions hereof; or (b) (aa) in the event that the
Existing




 









 






	 	 	 	Shareholders have been unable to fully perform their other
obligations specified in other provisions hereof, thereby (bb)
causing the Company to suffer material adverse legal consequences or
actual economic losses, and then (cc) subject to agreement between
the Investor and the Existing Shareholders, (aaa) the
indemnification in full of the Company by the Existing Shareholders
in a manner satisfactory to the Investor, or (bbb) the deduction by
the Investor of an amount equivalent to the actual economic losses
from the consideration paid to the Existing Shareholders for the
Remaining Equity Transfer;
	 
	 	(iii)	 	(a) the representations and warranties given
by the Existing Shareholders in this Agreement and the Appendices
hereto are truthful and error free at the closing time and do not
contain any falsehoods or material omissions and are not misleading,
and the the full compliance with and performance by the Existing
Shareholders of the covenants and warranties set forth in this
Agreement and the Appendices hereto; or (b) (aa) in the event that the
representations and warranties given by the Existing Shareholders in
this Agreement and the Appendices hereto are not truthful and free of
errors on the 2011 Closing Date or contain falsehoods or material
omissions or are misleading or the Existing Shareholders have failed to
comply and perform this Agreement and the Appendices hereto (including
the obligations herein and therein) and (bb) the Existing Shareholders
have failed to fully comply and perform this Agreement and the
Appendices hereto (including representations, warranties and
obligations), thereby causing the Company to suffer material adverse
legal consequences or actual economic losses, and then (cc) subject to
agreement between the Investor and the Existing Shareholders, (aaa) the
indemnification of the Company in full by the Existing Shareholders in
a manner satisfactory to the Investor, or (bbb) the deduction by the
Investor of an amount equivalent to the actual economic losses from the
consideration paid to the Existing Shareholders for the Remaining
Equity Transfer;
	 
	 	(iv)	 	as for the value calculation of the media
procurement contracts, 50 percent of the Company’s media procurement
contracts have a term of not less than two years;
	 
	 	(v)	 	the renewal, in 2011, by the Company and the
Affiliates of employment contracts with all the Key Officers in a form
substantially the same as Appendix 5 with a term of not less than two
years; and
	 
	 	(vi)	 	the completion by PricewaterhouseCoopers of the
2010 auditing of the Company and the submission of the auditor’s report
to the Investor.






	 	4.6.3.2	 	Determination of the consideration for the purchase of the Remaining Equity
Interest in 2011 by issuing common stocks or paying an equivalent amount of
cash
	 
	 	 	 	If the Qualified Offshore Listing occurs within twelve (12) months after the
Initial Equity Transfer Closing Date, then subject to Article 4.10 hereof,
the Investor shall issue the following number of shares or pay an equivalent




 









 






	 	 	 	amount of cash to the Existing Shareholders within [15] Business Days after
the 2011 Closing Date:





	 	 	 
	

	X = 	A  ́ C  ́ 49%  ́ 40%  ́ D
	 
	 	 
	 

	 	B







	 	Of which:
	 
	 	X = 	 	 the number of shares issued in 2011
	 
	 	A = 	 	 the Company’s audited net profit for 2011 as
calculated in accordance with US GAAP (the “Company’s 2010 Net Profit”)
	 
	 	B = 	 	 the average closing price for the 10 trading
days after the announcement of the Listed Company’s 2010 financial
accounts as audited
	 
	 	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 which 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 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 number of all or part
of the shares to be issued in 2011 for substitution 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. If the Investor still fails to perform its
payment obligation






 











 






	 	 	 	specified in this Article within 60 days after the 2011 Closing Date, the
Existing Shareholders shall have the right to take the following measures:








	 	(i)	 	demand that the Investor perform its payment
obligation specified in this Article; or
	 
	 	(ii)	 	acquire all of the equity interest in the
Company held by the Investor at an acquisition price equivalent to the
Net Initial Equity Transfer Proceeds and the transfer price for the
Remaining Equity Interest in the Company actually received from the
Investor by the Existing Shareholders in accordance with Article 4.6
hereof (or the cash derived by the Existing Shareholders from the sale
of the shares obtained by them in accordance with Article 4.6 hereof)
with the deduction of the balance of the transfer price (or the cash
derived from the sale of the shares) left (if any) after the payment of
taxes and levies by the Existing Shareholders. For the purposes of
this paragraph, the Investor shall be obligated to execute the relevant
legal documents and cooperate with the Existing Shareholders in
carrying out the legal procedures, such as business registration
change, to complete the aforementioned equity acquisition. In
addition, the Existing Shareholders shall have the right to demand that
the Investor pay them 20% of the Net Initial Equity Transfer Proceeds
as compensation. The Parties further understand and agree that the
Investor shall not bear any liability if it is unable to perform its
payment obligation specified in this Article due to force majeure.






	4.7	 	If the Company’s audited after-tax profits for the Performance Calculation Period, 2009
and/or 2010 are less than the amount forecast by the Parties (i.e., Renminbi Eighteen Million
(RMB18,000,000)), requiring the valuation of the equity interest in the Company to be adjusted
downward pursuant to Articles 2.3, 2.4 and/or 2.5 above, but the Existing Shareholders fail to
realize the transfer to the Investor (without payment of consideration) of the equity interest
percentages calculated in accordance with Articles 2.3, 2.4 and/or 2.5 above within 30 days
after the preparation in 2009, 2010 and 2011 of the Company’s auditor’s report for the
preceding year in accordance with US GAAP, the Parties hereto understand, agree and emphasize
that the percentage of 49% in the formulas specified in Articles 4.6.1.2, 4.6.2.2 and 4.6.3.2
shall respectively be replaced by the following percentages:
	 
		 	2009 percentage replacement for the ‘49% equity interest’ = 49% – (Renminbi Sixty-four
Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after tax-profit as audited for
the Performance Calculation Period  ́ 7)  ́ 100% – 51%);
	 
		 	 2010 percentage replacement for the ‘49% equity interest’ = 49% – (Renminbi Sixty-four
Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after tax-profit as audited for
2009  ́ 7)  ́ 100% – 51%);
	 
		 	2011 percentage replacement for the ‘49% equity interest’ = 49% – (Renminbi Sixty-four
Million Two Hundred and Sixty Thousand (RMB64,260,000) ÷ (after tax-profit as audited for
2010  ́ 7)  ́ 100% – 51%).
	 
	4.8	 	The Parties understand and agree that in the formulas specified in Article 4.6 above:






	 	(i)	 	the Listed Company’s P/E ratio means the Investor’s Listed Company’s share
trading P/E ratio;




 









 






	 	(ii)	 	P/E ratio for the conversion of the Remaining Equity Interest in the Company =
the Listed Company’s P/E ratio  ́ the discount rate;
	 
	 	(iii)	 	discount rate = 70%;
	 
	 	(iv)	 	if at such time, the total profit of the Investor and its Connected Person is
less than the Company’s profit for the same period, the P/E ratio for conversion of the
Remaining Equity Interest in the Company shall not be less than a multiple of 9;
	 
	 	(v)	 	the P/E ratio for conversion of the Remaining Equity Interest in the Company
shall not exceed a multiple of 19;
	 
	 	(vi)	 	under no circumstances shall the product of C and D exceed a multiple of 19;
	 
	 	(vii)	 	if the Company’s annual net profit as at December 31, 2009 or 2010 as audited
is less than that of the preceding year, D shall be adjusted pro rata and the numerator
of such ratio shall be the amount of the net profit for the relevant year as audited
and the denominator shall be the amount of the net profit for the preceding year as
audited. However, if the Company’s after-tax profit for the Performance Calculation
Period, 2009 and 2010 as audited reaches Renminbi Eighteen Million (RMB18,000,000),
Renminbi Nineteen Million (RMB19,000,000) and Renminbi Twenty Million (RMB20,000,000)
respectively, D shall not be adjusted.
	 
	 	 	 	The following are for illustrative purposes only:






	 	(a)	 	if the Company’s net profit for 2009 as audited is RMB3 million
and its net profit for 2008 as audited is RMB4 million, D shall be adjusted
from 70% to (3,000,000 ÷ 4,000,000)  ́ 70%; and
	 
	 	(b)	 	if the Company’s net profit for 2010 as audited is RMB3 million
and its net profit for 2009 as audited is RMB4 million, D shall be adjusted
from 70% to (3,000,000 ÷ 4,000,000)  ́ 70%.






	4.9	 	The Parties understand and agree that regardless of the circumstances and regardless of
whether the consideration for the purchase of the Remaining Equity Interest is paid with the
common stocks or an equivalent amount of cash, the consideration payable by the Investor or
the Connected Person thereof for the purchase of the Remaining Equity Interest (regardless of
whether calculated based on the cash amount or on the value of the common stocks at such time)
shall not exceed the balance of (RMB244,108,800 – F).
	 
	4.10	 	The Parties hereto understand and agree that after the Listed Company realizes the Qualified
Offshore Listing within twelve (12) months after the Initial Equity Transfer Closing Date in a
manner compliant with applicable PRC laws and the listing rules, the Existing Shareholders and
the Company shall use their best efforts to cooperate with the Listed Company in completing
the business registration procedures in respect of the acquisition of all of the Remaining
Equity Interest within 30 Business Days from the listing date. In addition, the Listed
Company shall, within 30 Business days from the date of the preparation by the Listed Company
during the relevant year of the auditor’s report for the preceding year in accordance with US
GAAP, pay to the Existing Shareholders the consideration specified in Article 4.6 hereof.
	 
	 	 	The Parties understand and agree that if the Existing Shareholders fail to cooperate with
the Listed Company in completing the business registration procedures in respect of the
acquisition of all of the Remaining Equity Interest within 30 Business Days from the listing




 









 






	 	 	date due to a reason attributable to the Existing Shareholders, the Existing Shareholders
shall
pay to the Investor a daily late payment fine at the rate of 0.03% per day of the cash
equivalent of X shares as described in this Article. If within 60 Business Days from the
listing date, the Existing Shareholders still fail to cooperate with the Listed Company in
completing the business registration procedures in respect of the acquisition of all of the
Remaining Equity Interest within 30 Business Days from the listing date, the Investor shall
have the right to transfer to the Existing Shareholders and the Existing Shareholders shall
be obligated to acquire from the Investor all of the equity interest in the Company held by
it at such time at a transfer acquisition price equivalent to the transfer price for the
equity interest. In addition, the Investor shall have the right to demand that the Existing
Shareholders pay it 20% of the existing transfer price for the equity interest as
compensation. The Parties further understand and agree that the Existing Shareholders shall
not bear any liability if they are unable to perform their payment obligation specified in
this Article due to a reason not attributable to them.
	 
	4.11	 	The Parties hereto understand and agree that if the Listed Company selects to acquire the
Remaining Equity Interest in the Company by way of a cash payment after it realizes the
Qualified Offshore Listing in a manner compliant with applicable PRC laws and the listing
rules, it shall pay the corresponding amount of cash in U.S. dollars to the Existing
Shareholders.






	5.	 	CONDITIONS PRECEDENT






	5.1	 	The transaction described in Article 2 hereof (i.e., the Initial Equity Transfer) may only be
completed after the fulfilment, or the waiver in writing by the Investor, of the following
conditions:






	 	5.1.1	 	the adoption of all necessary resolutions by the Company’s shareholders’
meeting:






	 	(i)	 	to approve the transaction described herein;
	 
	 	(ii)	 	to approve corresponding amendments to the Company’s existing
articles of association; and
	 
	 	(iii)	 	to waive the Existing Shareholders’ preemptive right for
subscription;






	 	5.1.2	 	the execution by the Existing Shareholders and the Investor of the Equity
Transfer Agreement and the Restated AoA simultaneously with this Agreement;
	 
	 	5.1.3	 	(i) the Warranties remain truthful, accurate, complete and not misleading on
the execution date hereof and the date of Completion of the Initial Equity Transfer and
the execution of a Closing Covenant substantially in the form of Appendix 13 hereto; or
(ii) (a) in the event that the warranties given are not truthful, accurate or complete
or are misleading on the execution date hereof and the date of Completion of the
Initial Equity Transfer and have caused the Company to suffer material adverse legal
consequences and incur actual economic losses as a result thereof and (b) subject to
the Existing Shareholders and the Investor having reached an agreement, (aa) the
indemnification of the Company in full by the Existing Shareholders in a manner
satisfactory to the Investor, or (bb) the deduction by the Investor of an amount
equivalent to the actual economic losses from the transfer price for the equity
interest paid to the Existing Shareholders;
	 
	 	5.1.4	 	the submission by the Company to the Investor of a Closing Covenant
(substantially in the form of Appendix 13 hereto) executed by the Company’s authorized
representative confirming that no event having a material adverse effect on the




 









 






	 	 	 	Company’s business or financial position has occurred up to the Initial Equity
Transfer Completion Date;
	 
	 	5.1.5	 	the completion of the procedures for the business registration change in
respect of the equity interest transfer, the corresponding amendment of the Company’s
register of shareholders, and the receipt by the Investor of the investment certificate
issued by the Company;
	 
	 	5.1.6	 	the board of directors of the Company comprises five (5) directors; the due
appointment of the three (3) directors nominated by the Investor, namely Peter Brack,
Xingqiang Mai and Ying Zhu, and the appointment of Ying Zhu as chairman of the board
directors;
	 
	 	5.1.7	 	the execution by the Company of formal employment contracts with all of the
employees disclosed in Section 7.18(2) of Appendix 4, Disclosure Schedule, hereto and
in accordance with the requirements of PRC laws and statutes, the payment of premiums
for the various types of social insurance for all employees;
	 
	 	5.1.8	 	the execution by the Company and the Affiliates of employment contracts
substantially in the form of Appendix 5 with a term of not less than three years with
all Key Officers and the Existing Shareholders;
	 
	 	5.1.9	 	the completion by the Company and the Affiliates of the Restructuring in
accordance with the requirements of Appendix 8, Restructuring Memorandum, hereto;
	 
	 	5.1.10	 	with the respect to the Advertising Sign Locations operated by the Company and set
forth in Appendix 9, List of Advertising Sign Locations, hereto, the execution by the
Company with the relevant parties of written agreements with lawful and valid
provisions; the completion by the relevant parties of procedures for or provision of
government licenses, permits, etc. set forth in Appendix 9, List of Advertising Sign
Locations, hereto; and
	 
	 	5.1.11	 	the issuance by Jingtian & Gongcheng Attorneys at Law of a PRC legal opinion
substantially in the form set forth in Appendix 11 hereto.






	5.2	 	The Investor and the Existing Shareholders shall carry out the procedures with the relevant
bank for opening a Joint Domestic Account to be used subject to the joint signature for
payment of the Initial Equity Transfer Consideration, and shall specify that the payment or
withdrawal of any sum from the Joint Domestic Account or the making of any other disposal acts
shall require to be signed jointly by the Investor and the Existing Shareholders.
	 
	5.3	 	The Company and the Existing Shareholders covenant that they shall use all reasonable efforts
to ensure that all of the conditions precedent set forth in paragraph 5.1 shall be fulfilled
as soon as possible within a reasonable and practicable period of time, but, under no
circumstance, later than within three (3) months after the execution hereof. The business
registration change under Article 5.1.5 hereof shall not be subject to the three (3)-month
deadline; the Investor and the Existing Shareholders shall reasonably determine a longer time
limit based on actual circumstances. Furthermore, the provisions of this paragraph shall not
affect the Investor’s payment of the relevant amounts into the Joint Domestic Account in
accordance with Article 2.1 hereof.
	 
	5.4	 	The Investor has the right to decide at its own discretion by giving written notice to the
Company and the Existing Shareholders to waive all or part of the conditions precedent set
forth in Article 5.1.




 









 






	5.5	 	Unless the Investor waives any of the conditions precedent, if the conditions precedent have
not all been fulfilled within three (3) months after the execution hereof, the Parties shall
handle matters in accordance with Article 2.1(6) hereof.






	6.	 	REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
	 
	6.1	 	Legal Status and Capacity of the Investor: the Investor has the full and independent
legal status and legal capacity to execute, deliver and perform this Agreement and can
independently act as a party to a lawsuit. The execution of this Agreement and the
performance of its obligations hereunder by the Investor shall not violate any relevant laws,
regulations or government orders and shall not conflict with contracts or agreements to which
it is a party or that are binding on its assets. Once executed by the Investor, this
Agreement shall be legally binding on the Investor.
	 
	6.2	 	Lawfulness of the Investment Funds: the Investor warrants that the sources of the
investment funds used by it to subscribe for the corresponding portion of the Company’s equity
interest in accordance herewith are legal and it has full capacity to pay the investment funds
to the Company on the terms and conditions hereof. The Investor has secured the government
and other third party approvals, consents and authorizations required to effect the
transaction contemplated herein.
	 
	6.3	 	Authorizations: the Investor has secured the full and necessary authorizations to
execute this Agreement, perform all of its obligations hereunder and complete the transactions
contemplated herein.
	 
	6.4	 	The Investor shall pay the consideration to acquire the equity interest in the Company on the
terms and conditions hereof.
	 
	6.5	 	The Investor shall cooperate with the Existing Shareholders and the Company in fulfilling the
conditions precedent set forth in Article 5.1.5.
	 
	6.6	 	The Investor shall reasonably control the various auditing fees described herein (including
those for the auditing of the financial reports for the most recent three years as at December
31, 2007 and of the relevant 2008 quarterly financial reports of the Company required by the
Investor for the listing, and the Company’s annual auditing relating to Articles 2.2, 2.3, 2.4
or 4.6) and the aforementioned auditing fees shall not exceed Renminbi One Million Five
Hundred Thousand (RMB1,500,000).
	 
	6.7	 	The Investor shall use its best efforts to procure the adoption by the board of directors and
the shareholders’ general meeting of the Listed Company of resolutions consenting to the
acquisition of the Remaining Equity Interest by the Investor, and the covenanting by the
Investor’s existing direct or indirect shareholders to cast affirmative votes at the meeting
of the board of directors and the shareholders’ general meeting of the Listed Company.
	 
	6.8	 	If the Investor terminates this Agreement or the Equity Transfer Agreement, it shall return
the equity interest in the Company held by it to the Existing Shareholders on the terms and
conditions hereof.
	 
	6.9	 	After the date of completion of the change in equity interest, the Investor shall not use
connected transactions or its connected relationships to harm the Company’s interests or
divert the Company’s profits.
	 
	6.10	 	Within six months after the Initial Equity Transfer Closing Date, the board of directors of
the Investor shall adopt a resolution approving matters relating to the purchase by the
Investor of the Existing Shareholders’ Remaining Equity Interest in the Company by way of the
Listed




 









 






	 	 	Company issuing common stocks to the Existing Shareholders or a third party designated by
them or the payment by the Investor of a cash equivalent.






	7.	 	REPRESENTATIONS AND WARRANTIES OF THE EXISTING SHAREHOLDERS AND THE COMPANY
	 
	 	 	In addition to the matters specifically disclosed in Appendix 4, Disclosure Schedule,
hereto, the Existing Shareholders and the Company jointly give to the Investor on the
execution date hereof the following representations and warranties regarding matters
occurring prior to and on the execution date and warrant that such matters as set forth
below are truthful, accurate, complete and not misleading:
	 
	7.1	 	Authorizations: the Existing Shareholders and the Company have secured the full and
necessary authorizations to execute this Agreement, perform all of their obligations hereunder
and complete the transaction contemplated herein. This Agreement is legally binding on the
Existing Shareholders and the Company.
	 
	7.2	 	Investments: other than as disclosed in Section 7.2(1) of Appendix 4, Disclosure
Schedule, the Company does not hold shares or similar equity interest in other companies,
Connected Persons, offices, establishments or other associations; or directly or indirectly
control or have an equity interest in any other entity or have any interest in any other
entity. Other than as disclosed in Section 7.2(2) of Appendix 4, Disclosure Schedule, with
the exception of the investment in the Company, the Existing Shareholders do not participate
or are not involved in business operations related to the business in the Company’s existing
scope of business.
	 
	7.3	 	No Conflict: the execution and performance of this Agreement shall not breach or
conflict with any of the provisions of the articles of association or other organizational
rules of the Company or violate any mandatory laws or regulations of the PRC. The Existing
Shareholders and the Company have secured the third party approvals or authorizations required
to effect the transaction contemplated herein.
	 
	7.4	 	Valid Existence and Lawful Ownership of Assets: the Company is a duly established and
validly existing enterprise legal person. The Company’s registered capital has been paid in
full in accordance with the payment schedule set forth in its articles of association (the
“Establishment Document”) and satisfies the requirements of PRC laws; there has been no
failure to pay or delay in paying the registered capital and there has been no instances of
illegal withdrawals of the registered capital. All Establishment Documents have been lawfully
and validly approved or registered (if required), are consistent with PRC laws and are valid
and enforceable. The Company’s scope of business as provided in detail in the Establishment
Documents complies with the requirements of PRC laws. Other than as disclosed in Section 7.4
of the Disclosure Schedule, the business activities carried on by the Company comply with PRC
laws. Other than as disclosed in Section 7.4 of the Disclosure Schedule, the Company lawfully
operates the Advertising Sign Locations set forth in Appendix 9, List of Advertising Sign
Locations, hereto. Other than as disclosed in Section 7.4 of the Disclosure Schedule, all
certificates, licenses and permits required for the business activities carried on by the
Company and specified in PRC laws have been applied for and secured in accordance with the
law. All permits, agreements and any other such documents required to secure the Advertising
Sign Locations and all permits required to engage in the design, production, agency for and
publication of advertisements, including but not limited to all registrations with and
relevant permits from the state and local administrations for industry and commerce and other
relevant administrative authorities, have been applied for and secured in accordance with the
law. Furthermore, all such permits are currently valid. The Company has passed the annual
inspections (if any) of all the certificates, licenses and permits conducted by the competent
government authorities.




 









 






	7.5	 	Financial Reports: the Company’s independent financial reports as at June 30, 2008
(the “Balance Sheet Date”) set forth in Appendix 7 hereto truthfully and fairly record the
Company’s business position and financial position for the relevant period or on the relevant
reference date. Other than as disclosed in Section 7.5(1) of Appendix 4, Disclosure Schedule,
all of the Company’s audited accounts and management accounts have been prepared pursuant to
the financial and accounting systems in the relevant laws of the PRC and in consideration of
the Company’s actual circumstances, and truthfully and fairly record the Company’s financial
and business positions as at the relevant account dates. The Company’s financial records and
information fully comply with the requirements of PRC laws and statutes and satisfy the
standard accounting principles of the PRC. Other than as disclosed in Section 7.5(2) of
Appendix 4, Disclosure Schedule, there are no connected transactions between the Existing
Shareholders and the Company.
	 
	7.6	 	Undisclosed Debts: other than the debts set forth below, the Company does not have
any material debts (i.e., debts which exceed RMB100,000 in total) that are not recorded on its
balance sheets: (1) those disclosed in Section 7.6 of Appendix 4, Disclosure Schedule; and (2)
debts incurred in the ordinary course of the Company’s business after the Balance Sheet Date,
that are not prohibited by this Agreement and that will not have a material adverse effect on
any shareholder of the Company or the Company itself. Other than the items set forth in
Section 7.6 of the Disclosure Schedule, the Company has never borne an obligation for
providing security in the form of guarantees to third parties, has never created a mortgage,
pledge or other security interest over its property, nor has a connected claim-debt
relationship ever arisen between the Existing Shareholders and the Company.
	 
	7.7	 	Capital Structure: the Company’s registered capital equity structure as specified in
the Company’s articles of association and its Restated Articles of Association registered with
the administration for industry and commerce is completely consistent with that specified in
the Company’s articles of association and its Restated Articles of Association (with the
shareholders equity structure as set forth in Section 7.7 of the Disclosure Schedule) provided
to the Investor by the Existing Shareholders, and accurately and completely reflects the
Company’s capital structure prior to Completion of the Initial Equity Transfer. The Company
has never in any manner whatsoever undertaken to issue or actually issued to any third party
any equity interest, shares, bonds, options or rights or interests of identical or similar
nature other than the aforementioned equity interest, including but not limited to gifting
equity interest to the Existing Shareholders or to senior management personnel or shareholders
of the Company.
	 
	7.8	 	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 the Existing Shareholders and the Company in Section 7.8 of the
Disclosure Schedule and approved in writing by the Investor:






	 	7.8.1	 	prepaid a debt that had not fallen due;
	 
	 	7.8.2	 	provided security to a third party in the form of a guarantee or created a
mortgage, pledge or other security interest over its property;
	 
	 	7.8.3.	 	released any third party from a debt or waived any right of recourse;
	 
	 	7.8.4	 	amended any existing contract or agreement;
	 
	 	7.8.5	 	paid a bonus to any manager, director, employee, sales representative, agent
or advisor or increased said person’s income in any manner (unless the same is an
allowance, bonus or other income paid in keeping with the practice), or raised the
remuneration level of the five highest paid persons in the Company or that of the




 









 






	 	 	 	managers, deputy managers or other senior management personnel by 15 percent or more
within a 12-month period;
	 
	 	7.8.6	 	incurred any loss (insured or not) or experienced any change in the
relationship with a supplier, client or employee whereby such loss or change would have
a material adverse effect on the Company;
	 
	 	7.8.7	 	revised the Company’s accounting method, policies or principles, or financial
and accounting rules and regulations;
	 
	 	7.8.8	 	transferred or licensed the Company’s intellectual property to a third party
other than in the ordinary course of the Company’s business activities;
	 
	 	7.8.9	 	made a material change in any sales practice or accounting method, or a
material change in employment policies, rules or regulations;
	 
	 	7.8.10	 	experienced a material adverse change in the Company’s financial position or
undertaken a material transaction other than in the ordinary course of the Company’s
business, giving rise to material liabilities (“material” in “material transaction” and
“material liabilities” here means to have an adverse effect on the Company’s normal
business operations and valid existence);
	 
	 	7.8.11	 	adopted any shareholders meeting resolution or board resolution differing from the
usual matters discussed at any shareholders meeting, other than resolutions taken for
the purpose of performing this Agreement;
	 
	 	7.8.12	 	declared, paid or committed to, or be in the process of declaring, paying or
committing to any dividends, bonuses or other manner of shareholder distribution;
	 
	 	7.8.13.	 	in respect of the Company, (i) undertaken an asset sale, mortgage, pledge, lease,
assignment or other disposal outside of the ordinary scope of business whereby the
total transaction amount exceeds RMB100,000; (ii) undertaken a disposal of any fixed
asset or agreed to the disposal or acquisition of fixed assets except in the ordinary
course of business, relinquished control over any of the Company’s assets, entered into
any contract resulting in the alienation of fixed assets or caused the incurrence of
other Company liabilities; (iii) made any expenditure or any purchase of tangible or
intangible assets (including investments in the equity interest of any company) outside
of the ordinary scope of business whereby the total amount exceeds RMB100,000;
	 
	 	7.8.14	 	any material transaction or act undertaken outside of the ordinary course of business
of the Company (here, the definition of “material” is identical to that in Article
7.8.10); or
	 
	 	7.8.15.	 	any act or omission that could lead to any of the aforementioned circumstances
arising.






	7.9	 	Taxes: other than as disclosed in Section 7.9 of the Disclosure Schedule, the Company
has completed all tax registrations required by laws and regulations, made all tax filings in
accordance with the law as required by the relevant tax authorities and paid all taxes payable
in accordance with the law as required by the relevant tax authorities.
	 
	7.10	 	Assets: the Company has the lawful possession and use of all its fixed and
intangible assets and a specific breakdown of all of its fixed and intangible assets is set
forth in Section 7.10.1




 









 






	 	 	of the Disclosure Schedule. The bank balances of the Company’s and the Affiliates’ accounts
with various banks are also set forth in Section 7.10.2 of the Disclosure Schedule.
	 
	7.11.	 	Immovable Assets: other than as disclosed in Section 7.11 of the Disclosure
Schedule, the Company has lawfully and validly secured the land use rights certificates for
the land that it uses (if applicable), the premises title certificates for the real property
that it owns (if applicable) and has carried out the filing and registration procedures with
the competent government authorities for the premises that it leases.
	 
	7.12	 	Contracts: the Existing Shareholders and the Company have provided to the Investor
photocopies, that are true to the originals, of all of the Company’s current and valid
material agreements and contracts listed in Section 7.12 of the Disclosure Schedule and
warrant that all such contracts are lawful, valid and enforceable by law, have been or are
being duly performed and neither the Company nor any counterparty is in breach thereof, except
as disclosed in Section 7.12 of the Disclosure Schedule.






	 	7.12.1	 	The Company is not a party to and is not bound by any contract, agreement or other
document that at the time of execution thereof:






	 	7.12.1.1	 	was not entered into in the ordinary course of business;
	 
	 	7.12.1.2	 	was not entered into on an arm basis; or
	 
	 	7.12.1.3	 	harms the Company’s interests.






	 	 	 	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.






	7.13	 	Intellectual Property: other than as disclosed in Section 7.13 of the Disclosure
Schedule, the Company does not own any other intellectual property (including but not limited
to copyright licenses for content related to its advertising design, production, and agency
representation or for content related to its publication business). The Company has not
infringed upon any intellectual property, trade secrets, proprietary information or other
similar rights of third parties (including the Company’s employees) and there are no pending
or threatening claims for damages, disputes or legal proceedings in respect of the Company’s
infringement upon the intellectual property, trade secrets, proprietary information or other
similar rights of any third party. The trademarks, patents, software copyrights and domain
names owned by the Company have been duly registered in accordance with the law.
	 
	7.14	 	Insurance: Section 7.14 of the Disclosure Schedule sets forth the Company’s complete
and currently valid insurance policies. The Company has not committed any acts that have
caused an increase in the premium rates of the aforementioned insurance policies and there are
no outstanding claims that have been filed under the aforementioned insurance policies.
	 
	7.15	 	Disputes: other than as disclosed in Section 7.15 of the Disclosure Schedule, there
are no material disputes (i.e., a dispute in which legal proceedings have commenced, that has
resulted in the Company paying damages of RMB200,000 or more or that have had an adverse
effect on the Company’s reputation) between the Company and any third party.
	 
	7.16	 	Litigation: no circumstances exist that could have a material adverse effect (as set
forth below) on the Company or that could have an adverse effect on the formation, validity
and enforceability hereof or the equity interest transfer hereunder, regardless of whether
completed, pending or threatening:





 









 












	 	7.16.1	 	a penalty, injunction or order against the Company by a government authority; or
	 
	 	7.16.2	 	a civil, criminal or administrative action, arbitration or other similar proceedings
or dispute against or with the Company.






	7.17	 	Legal Compliance: the business currently engaged in by the Company complies with
currently valid laws, statutes, regulations and other administrative rules 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.
	 
	7.18	 	Employees: the amount of the wages of all of the Company’s and the Affiliates’ staff
and workers are disclosed in Section 7.18(2) of the Disclosure Schedule.
	 
	 	 	Other than as disclosed in Section 7.18(2) of the Disclosure Schedule:






	 	7.18.1	 	the Company’s employees have complied with the relevant labor laws and regulations
that apply to them;
	 
	 	7.18.2	 	there are no labor disputes or controversies or potential labor disputes or
controversies existing between the Company and its current or former employees;
	 
	 	7.18.3	 	the Company does not have any severance payments outstanding and owing due to the
termination of any employment relationship and is not obligated to pay similar
compensation or damages in connection with any employment relationship; and
	 
	 	7.18.4	 	other than as disclosed in Section 7.18.4 of the Disclosure Schedule, the Company has
paid in full and/or withheld in accordance with relevant laws and regulations pension,
housing, medical, unemployment and all other social insurance premiums or employee
welfare payable as specified in relevant laws or agreements; no existing or potential
dispute exists in respect of such social insurance premiums or employee benefits and
there are no indications or evidence of a risk of any penalty being imposed in
connection with a failure to pay social insurance premiums or employee welfare benefits
in full; and the Existing Shareholders and the Company warrant that they shall use
their best efforts to resolve any commercial or legal risk to the Company’s future
operations that may arise from a failure to pay social insurance premiums or employee
welfare benefits in full.






	7.19	 	Special representations and warranties of the Existing Shareholders and the Company:
in addition to the foregoing general representations and warranties, the Existing Shareholders
and the Company jointly represent and warrant as follows:






	 	7.19.1	 	the Existing Shareholders acquired the equity interest in the Company by lawful and
valid means and for this purpose, they paid all of the equity purchase price specified
in the relevant equity purchase agreement and carried out and completed all government
examination and approval, permit or registration procedures required for the transfer
of the equity interest in the Company;
	 
	 	7.19.2	 	all documents, including books of account, records of changes in equity interest,
financial statements and all Company records, are kept in accordance with the normal
commercial practice and are entirely 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;




 









 






	 	7.19.3	 	as at the Initial Equity Transfer Completion Date, the major documents of the
Company, including minutes of board and shareholders meetings and the register of
shareholders, have been consistently and duly kept, and completely and accurately
record the matters that ought to be recorded in such documents;
	 
	 	7.19.4	 	unless otherwise provided herein, since the Balance Sheet Date in Appendix 7: (1)
other than the Company’s day-to-day business activities, no event triggering the
calling of the Company’s debts has occurred; (2) other than in the course of the
Company’s day-to-day business activities, 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 resulting in any non-routine financial expenditures by the Company or
giving rise to any liabilities;
	 
	 	7.19.5	 	the Company has submitted all information requested by the tax authority that has
made such a request; as at the execution date hereof, no dispute over the Company’s tax
obligations, potential tax obligations or tax breaks exists between the Company and the
tax authorities;
	 
	 	7.19.6	 	the Company retains financial information used in normal tax records and for tax
payments and full documentation of the tax breaks approved by relevant government
authorities; and
	 
	 	7.19.7	 	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 assumed any related employment, retirement or pension benefits or security.






	7.20	 	Information disclosure: all of the documents, materials and information provided to
the Investor by the Existing Shareholders and the Company prior to and after the execution
hereof are or shall be truthful, accurate, free of material omissions and not misleading.
	 
	7.21	 	On the Initial Equity Transfer Completion Date, the Existing Shareholders and the Company
shall, in line with the actual circumstances at such time, again give the foregoing
representations and warranties to the Investor (with the exception of those matters for which
the prior consent of the Investor has been secured), and shall warrant that no matter having a
possible material adverse effect on the Company’s assets, business, financial position and
development prospects has occurred during the period between the execution date and the
Initial Equity Transfer Completion Date.
	 
	8.	 	FURTHER COVENANTS
	 
	8.1	 	Company’s Operation: the Existing Shareholders and the Company covenant that from the
execution date hereof to the Initial Equity Transfer Completion Date, other than acts taken
based on this Agreement and the Appendices or with the written consent of the Investor, the
Company:






	 	8.1.1	 	shall conduct its business in an ordinary manner; shall continue to maintain
its relationships with clients so as to ensure that the Company’s goodwill and
operations are not materially adversely affected after Completion of the Initial Equity
Transfer;
	 
	 	8.1.2	 	shall not distribute dividends or buy back shares, or carry out any unusual
transactions or give rise to any unusual debts; except in the ordinary course of its
business activities, may not prepay loans and may neither pre-pay accounts payable nor
delay payment thereof;




 









 






	 	8.1.3	 	shall, in the ordinary course of its business activities, punctually pay
accounts payable and other debts that have fallen due;
	 
	 	8.1.4	 	shall promptly perform contracts, agreements and other documents executed in
connection with the Company’s assets and business;
	 
	 	8.1.5	 	may not, other than in the ordinary course of its business activities and
without the prior written consent of the Investor, settle a lawsuit on its own
initiative, or relinquish or modify its claims or other rights;
	 
	 	8.1.6	 	shall use its best efforts to ensure that it continues to operate lawfully and
it secures all of the government approval documents and other permissions and consents
required for its operations;
	 
	 	8.1.7	 	may not split-up, merge with a third party or acquire the assets or business
of a third party;
	 
	 	8.1.8	 	may not breach its representations and warranties hereunder by any action or
omission;
	 
	 	8.1.9	 	shall promptly notify the Investor in writing of any event, fact, condition,
change or other circumstance that has or could have a material adverse effect on the
Company; and
	 
	 	8.1.10	 	shall handle its tax matters in the usual manner in strict accordance with relevant
laws and regulations or the requirements of the relevant tax authorities.






	8.2	 	Information Right: from the execution date hereof to the Initial Equity Transfer
Completion Date, during the Company’s normal working hours, the Existing Shareholders shall
provide to the Investor and its representatives information on the Company reasonably
requested by them, including but not limited to fully providing all of the Company’s accounts,
records, contracts, technical information, personnel information, management information and
other documents requested by the lawyers, accountants and other representatives assigned by
the Investor; to facilitate the Investor’s examination of the Company’s property, assets and
business and the documents referenced herein, the Existing Shareholders and the Company shall
permit, subject to the prior consent of the Existing Shareholders, the Investor to access or
communicate with the Company’s clients and creditors. The Existing Shareholders and the
Company agree that the Investor has the right to conduct prudential examinations of the
Company’s property, assets and operations at any time prior to the Initial Equity Transfer
Completion Date. In addition, with a view to assisting the proposed listed company in its
offshore listing, the Existing Shareholders and the Company shall timely and completely
provide all necessary information as reasonably requested by the Investor and the proposed
listed company.
	 
	8.3	 	Corporate Governance: the Existing Shareholders have caused the Company to establish
an internal control and governance system acceptable to the Investor, such internal control
and governance system applies to other Connected Persons of the Investor and does not comprise
terms that discriminate against the Existing Shareholders nor, pursuant to industry practice,
shall it comprise terms that discriminate against the Existing Shareholders under any
circumstances.
	 
	8.4	 	Bank Account: from the date on which the Investor pays the sum of Renminbi Thirty-two
Million One Hundred and Thirty Thousand (RMB32,130,000) in accordance with Article 2.1(2)
hereof, any payment or withdrawal from the Joint Domestic Account shall require the joint
signatures of the authorized representatives of the Existing Shareholders and the Investor.




 









 












	8.5	 	Operations After Payment of the Initial Equity Transfer Consideration: the Existing
Shareholders and the Company covenant that, during the period from the receipt by the Joint
Domestic Account of the sum of Renminbi Thirty-two Million One Hundred and Thirty Thousand
(RMB32,130,000) paid by the Investor in accordance with Article 2.1(2) hereof to the Initial
Equity Transfer Completion Date, the Investor shall enjoy the access rights in accordance with
Article 16 hereof.
	 
	8.6	 	After the Initial Equity Transfer Completion Date, the Existing Shareholders may not use
connected transactions or connected relationships to harm the Company’s interests or divert
the Company’s profits.
	 
	9.	 	NON-COMPETE COVENANTS
	 
	9.1	 	Unless agreed in writing by the Investor, the Existing Shareholders and the companies
directly or indirectly controlled by them or in which they directly or indirectly hold an
equity interest warrant that they shall not engage in business that directly or indirectly
competes with the Company (including by directly or indirectly soliciting employees of the
Company to resign, or soliciting suppliers or clients of the Company to terminate their
business relationship with the Company) in any manner whatsoever (including via an individual,
company or immediate family member, or directly or indirectly).
	 
	9.2	 	The Existing Shareholders and the companies directly or indirectly controlled by them or in
which they directly or indirectly hold an equity interest may not employ employees of the
Company for three years from the execution date hereof.
	 
	9.3	 	The Existing Shareholders warrant that advertising or media resources and/or projects secured
nationwide through different channels shall be developed and operated exclusively by the
Company.
	 
	9.4	 	On the execution date hereof, the Existing Shareholders shall execute a Non-Compete Agreement
that contains the foregoing non-compete obligations as set forth in Appendix 6.
	 
	10.	 	INTELLECTUAL PROPERTY
	 
	 	 	Prior to Completion of the Initial Equity Transfer, the Company’s Existing Shareholders,
senior management personnel and employees shall unconditionally grant to the Company all
relevant intellectual property required for it to carry on its business and execute with the
Company a Non-Disclosure Agreement satisfactory to the Investor in respect of the Company’s
technologies, commercial secrets and other intellectual property.
	 
	11.	 	FORCE MAJEURE
	 
	11.1	 	The failure by any Party to perform its obligations hereunder in part or in full due to force
majeure and provided that it itself is not at fault shall not be deemed as a breach of
contract provided that if the condition permits, it shall take all necessary remedial measures
to minimize the losses caused by the force majeure event.
	 
	11.2	 	The affected Party shall, within three (3) Business Days from the date on which the event
occurred, notify the other Parties in writing of the occurrence of the event and, within 15
Business Days after the occurrence of the event, provide to the other Parties detailed
information on the force majeure event and valid proof of the reason(s) for which it is unable
to fully or partially perform the Agreement or the reason(s) requiring it to delay performance
of the Agreement. Such supporting documentation shall be issued by a notary office in the
place where the force majeure event occurred. Depending on the extent to which this




 









 






	 	 	Agreement is affected, the Parties hereto shall hold consultations to decide whether to
terminate this Agreement or waive performance of part of this Agreement or delay performance
of this Agreement. If a consensus is unable to be reached through consultations within 60
days from the date of the occurrence of the force majeure event or change in circumstances,
the Party affected by the force majeure or change in circumstances shall have the right to
terminate this Agreement and no Party shall be liable for damages in respect of the losses
incurred by the other Parties hereto as a result thereof.
	 
	11.3	 	A force majeure event means an objective circumstance that is unforeseeable, unavoidable and
insurmountable and shall include earthquake, typhoon, flood, fire, war or other unforeseeable
events of force majeure (the occurrence and consequences of which are also unpreventable or
unavoidable), and shall also include changes in laws, statutes, rules or regulations (or the
issuance of new laws, statutes, rules or regulations or government acts), that directly affect
the performance of this Agreement or render impossible the performance thereof pursuant to the
agreed-upon conditions.
	 
	12.	 	DISTRIBUTION OF PROFITS






	12.1	 	The Company’s after-tax profits for 2007 and for the years preceding 2007 as audited in
accordance with US GAAP (the “Accumulated Profits”; excluding the statutory common reserve)
shall vest in the Existing Shareholders. The Parties understand and agree that the amount of
the Accumulated Profits shall not exceed RMB16.5 million and shall be adjusted in accordance
with the amounts recorded in the final auditor’s report. Distribution of the Accumulated
Profits shall be completed within three years from the 2011 Closing Date or the Initial Equity
Transfer Closing Date (whichever is earlier). The Accumulated Profits shall, after all taxes
payable for 2007 and for the years preceding 2007 (if any) have been paid in full, be
distributed in a manner that complies with PRC laws, which may take the form of a distribution
of special dividends to the Existing Shareholders or other lawful form. In addition, the
Parties understand and agree that the distribution of the Accumulated Profits may not affect
or impede the Company’s operations or affect the profits generated by the Company from January
2008 onward in any manner.
	 
	12.2	 	The Parties hereto understand and agree that the Company shall not distribute any profits,
other than the Accumulated Profits, during the three years following the Initial Equity
Transfer Completion Date.
	 
	13.	 	BOARD OF DIRECTORS
	 
	13.1	 	After Completion of the Initial Equity Transfer, the board of directors of the Company shall
comprise five (5) directors, of whom three (3) shall be nominated by the Investor and
appointed or removed pursuant to the Company’s internal examination and approval procedures,
and two (2) shall be nominated by the Existing Shareholders and appointed or removed pursuant
to the Company’s internal examination and approval procedures. Furthermore, the chairman of
the board of directors shall be nominated by the Investor and appointed or removed pursuant to
the Company’s internal examination and approval procedures. Without the written consent of
all of the Parties hereto, neither the Company nor the Investor shall replace the Company’s
directors until the Investor (or the Investor through the Listed Company) has satisfied its
obligation to pay the consideration for the purchase of the Remaining Equity Interest as
specified herein.
	 
	13.2	 	The Investor shall have the right to nominate and appoint the Company’s chief financial
officer, who shall be engaged by the board of directors.
	 
	13.3	 	The Existing Shareholders shall have the right to nominate the general manager of the first
term who shall be engaged by the board of directors for a term of three years. Without the




 









 






	 	 	written consent of all of the Parties hereto, neither the Company nor the Investor shall
replace the Company’s general manager until the Investor (or the Investor through the Listed
Company) has satisfied its obligation to pay the consideration for the purchase of the
Remaining Equity Interest as specified herein.
	 
	13.4	 	The revision of the amounts of the wages of the employees of the Company and the Affiliates
disclosed in Section 7.18(2) of the Disclosure Schedule hereto shall require the approval of
the board of directors. The aforementioned employee wage amounts shall be maintained at a
reasonable level.
	 
	14.	 	ASSUMPTION OF LIABILITIES PRIOR TO INITIAL EQUITY TRANSFER COMPLETION DATE 
	 
	 	 	The Existing Shareholders shall indemnify and hold harmless the Company and the Affiliates
for and against damage incurred as a result of any debts and liabilities directly arising
from a violation of the law or breach of contract by the Company and/or the Affiliates prior
to the Initial Equity Transfer Completion Date, regardless of whether such debts and
liabilities have been disclosed or not. The Existing Shareholders and the Company covenant
that they shall use their best efforts to promptly rectify non-compliant practices used
prior to the Initial Equity Transfer Completion Date and avoid any manner of penalty and
liability. If notwithstanding the Existing Shareholders and the Company having used their
best efforts, the aforementioned penalty and/or liability is unable to be avoided, thereby
causing the Investor to incur a loss, the Existing Shareholders shall be liable for damages
in respect of any direct or foreseeable indirect losses incurred by the Investor, unless the
aforementioned debts and liabilities have arisen due to a reason not attributable to the
Existing Shareholders.
	 
	15.	 	VALIDITY OF THE AGREEMENT
	 
	15.1	 	The Parties hereto covenant and agree that this Agreement shall not be submitted to the
competent government authorities for examination and approval. Each Party hereto further
covenants and agrees that it shall not refuse to perform this Agreement or any specific
provision hereof on the grounds that the lack of prior approval has rendered this Agreement
not legally binding, and it shall perform all of the provisions hereof based on the principle
of good faith, unless this Agreement or a specific provision is expressly confirmed by the
relevant arbitration institution or a PRC court to be in violation of a prohibitory or
restrictive provision of a law and thus not legally binding. Each Party hereto covenants and
agrees that it has fully sought the professional opinions of its legal counsel, fully
understands and agrees to the nature and contents hereof and executes this Agreement at its
own free will. Accordingly, none of the Parties hereto shall take its own initiative to apply
to any PRC government authority for confirmation that this Agreement or any provision hereof
is not legally binding.
	 
	15.2	 	This Agreement shall enter into effect once executed by the Parties.
	 
	16.	 	RIGHT OF ACCESS
	 
	16.1	 	During the period from the execution date hereof to Completion of the Initial Equity
Transfer, the Investor shall have the right, subject to the giving of prior notice, to send
representatives or advisors to enter the Company’s domicile or office premises to review and
take copies of the Company’s account books, records, accounts, certificates, licenses and
other documents, and have the right to access and interview the Existing Shareholders and the
Company’s employees. The Existing Shareholders and the Company shall give their cooperation
when the Investor and its representatives or advisors exercise the rights under this Article.




 









 






	16.2	 	All of the transaction related data and information (whether oral or written) provided by the
Existing Shareholders and the Company to the Investor or its representatives or advisors as
requested by the Investor when conducting the due diligence or negotiations are truthful,
complete, free of material omissions and not misleading.
	 
	16.3	 	During the period from the execution date hereof to Completion of the Initial Equity
Transfer, the Existing Shareholders and the Company shall give notice to the Investor ten (10)
days in advance of each shareholders meeting and meeting of the board of directors, and the
Investor shall have the right to attend such shareholders meetings and meetings of the board
of directors in a non-voting capacity.
	 
	17.	 	CONFIDENTIALITY
	 
	17.1	 	Without the prior written consent of the other Parties, no Party shall issue any public
statement regarding the content of this Agreement, the content of any other or later documents
executed in connection with the investment matters described herein or on the Company’s
restructuring or the listing.
	 
	17.2	 	Unless otherwise provided in Article 17.3, the Parties shall treat any information on the
followings received or obtained in connection with the formation of this Agreement (or any
agreement formed pursuant to this Agreement) as confidential information and shall not
disclose or use the same:






	 	(1)	 	the provisions of this Agreement and the provisions of any agreement created
pursuant to this Agreement;
	 
	 	(2)	 	the negotiations on this Agreement (as well as the other agreements); and
	 
	 	(3)	 	the business, financial condition and other affairs (including future plans and
objectives) of any of the other Parties.






	17.3	 	Should any of the following circumstances arise or under the following circumstances,
Articles 17.1 and 17.2 shall not be used to prohibit the disclosure or use of any information:






	 	(1)	 	disclosure or use is required by law, or the rules or statutes of any regulator
or any generally recognized stock exchange;
	 
	 	(2)	 	disclosure or use thereof is required to bestow all of the benefits of this
Agreement on another party (such bestowal of benefits shall require the prior written
consent of all of the Parties hereto); provided, however, that such other party shall
comply with the provisions of Article 17.2 regarding such information as if it were a
party to this Agreement;
	 
	 	(3)	 	disclosure or use thereof is required for the purposes of any legal proceeding
arising in connection with or under this Agreement or any other agreement formed
pursuant to this Agreement, or for reasonable disclosure to the tax authorities of tax
matters of the disclosing Party;
	 
	 	(4)	 	disclosure to the Parties’ professional advisers, provided that such
professional advisers comply with the provisions of Article 17.2 concerning such
information as if they were a party to this Agreement;
	 
	 	(5)	 	the information is in the public domain other than due to a breach of this
Agreement; or




 









 






	 	(6)	 	prior written approval for the disclosure or use thereof has been given by the
other Parties.






	17.4	 	This Article 17 shall survive the termination of this Agreement.
	 
	18.	 	TRANSFER
	 
	18.1	 	The Investor shall have the right to transfer its rights, interests or obligations hereunder
to a Connected Person, and the Existing Shareholders and the Company shall use their best
efforts to assist the Investor in completing the transfer to such Connected Person. If in the
future, the Investor is to transfer to a Connected Person the 51% equity interest in the
Company held by it, the Existing Shareholders covenant that they shall waive their right of
first refusal, procure the adoption by the shareholders meeting of the Company of a resolution
consenting to such transfer of equity interest and assist in completing all necessary
approvals, including but not limited to the approvals of the administration for industry and
commerce and the commerce bureau (if required). The Investor shall warrant that its Connected
Person has the capacity to perform this Agreement.
	 
	 	 	The Investor further covenants that until the completion of the Qualified Offshore Listing,
it shall not transfer the equity interest in the Company held by it to any third party other
than a Connected Person. However, such restriction shall terminate automatically on the
date of the Qualified Offshore Listing.
	 
	18.2	 	Without the prior written consent of the Investor, the Existing Shareholders shall not have
the right to transfer their rights, interests or obligations specified herein, nor shall they
have the right to transfer to any third party entity or individual, pledge or otherwise
dispose of their equity interest in the Company, with the exception of a transfer after the
termination hereof or due to estate inheritance.
	 
	18.3	 	During the period from the execution hereof to Completion of the Initial Equity
Transfer, the Existing Shareholders shall not, and shall ensure that the Company does not,
hold discussions or execute any binding document with any third party concerning the transfer
of the equity interest in the Company or concerning a similar cooperative transaction
concerning the equity interest.
	 
	19.	 	GOVERNING LAW AND DISPUTE RESOLUTION
	 
	19.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.
	 
	19.2	 	Arbitration






	 	(1)	 	The Parties shall endeavor to resolve any disputes arising from, or in
connection with, this Agreement through amicable consultations. If the dispute is
unable to be resolved through consultations within sixty (60) days from the date on
which any Party issues a notice to the other Parties, the dispute (including a dispute
on the validity or existence of this Agreement) shall be submitted to the China
International Economic and Trade Arbitration Commission for arbitration in Beijing in
accordance with such Commission’s arbitration rules in effect at the time of the
arbitration.
	 
	 	(2)	 	The arbitration award shall be final and binding on all the Parties and can be
enforced in accordance with relevant provisions.




 









 






	 	(3)	 	The arbitration costs shall be borne by the losing Party unless otherwise
provided in the arbitration award. If a Party is required to enforce the arbitration
award through any manner of legal action, the breaching Party shall pay all reasonable
expenses and expenditures, including but not limited to reasonable legal fees and any
additional litigation or arbitration expenses the non-breaching Party incurs in
applying to enforce the arbitration award.
	 
	 	(4)	 	While the dispute is pending, the Parties shall continue to fully perform this
Agreement other than the matters under dispute.






	20.	 	NOTICES
	 
	20.1	 	All notices shall be made in Chinese and sent to the following addresses or fax numbers (as
the case may be) by hand, registered mail or fax:
	 
	 	 	REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.
	 
	 	 	Address: Suite 804, Building 2, 19 Jianguomenwai Avenue, Chaoyang District, Beijing
	 
	 	 	Attn.: Ying Zhu
	 
	 	 	Tel.: 010-8526-3128
	 
	 	 	Fax: 010-8526-3129
	 
	 	 	YIGANG ZHU
	 
	 	 	Address: Building 31, Mofang Nanli, Chaoyang District, Beijing
	 
	 	 	Tel.: 010-6730-0990
	 
	 	 	Fax: 010-6730-0978
	 
	 	 	BIN HE
	 
	 	 	Address: Building 31, Mofang Nanli, Chaoyang District, Beijing
	 
	 	 	Tel.: 010-6730-0990
	 
	 	 	Fax: 010-6730-0978
	 
	 	 	YOUYI WANG
	 
	 	 	Address: Building 31, Mofang Nanli, Chaoyang District, Beijing
	 
	 	 	Tel.: 010-6730-0990
	 
	 	 	Fax: 010-6730-0978
	 
	 	 	TING LI
	 
	 	 	Address: Building 31, Mofang Nanli, Chaoyang District, Beijing
	 
	 	 	Tel.: 010-6730-0990
	 
	 	 	Fax: 010-6730-0978
	 
	 	 	BEIJING YANHUANG SHENGSHI ADVERTISING COMPANY LIMITED
	 
	 	 	Address: Building 31, Mofang Nanli, Chaoyang District, Beijing
	 
	 	 	Attn.: Youyi Wang
	 
	 	 	Tel.: 010-6730-0992
	 
	 	 	Fax: 010-6730-0978
	 
	20.2	 	Any notice, correspondence or document given or dispatched under this Article 20:




 









 












	 	(1)	 	shall, if delivered by hand with receipt of a written acknowledgement slip, be
deemed served if delivered by no later than 5:00 pm on a Business Day in the place of
service, upon delivery at the relevant address on the strength of the written
acknowledgement of receipt; or if delivered later than 5:00 pm on a Business Day in the
place of service or at any time on a non-Business Day in the place of service, be
deemed served at 9:00 am on the following Business Day in the place of service; or
	 
	 	(2)	 	shall, if dispatched by postage paid express domestic mail in the PRC, be
deemed served on the fifth (5th) Business Day following the date of consignment to the
post office; or
	 
	 	(3)	 	shall, if dispatched by postage paid international mail from or to any place
outside of the PRC, be deemed served on the tenth (10th) Business Day following the
date of consignment to the post office; or
	 
	 	(4)	 	shall, if transmitted by fax, be deemed served upon transmission with a
transmission report confirming successful transmission and oral confirmation of receipt
(the dispatcher shall record the same in writing and sign) as proof; however, if any
notice transmitted by fax is transmitted after 5:00 pm on any Business Day in the place
of receipt or at any time on a non-Business Day in said place, it shall be deemed
served at 9:00 am on the following Business Day in the place of receipt.






	20.3	 	Any Party shall have the right, at any time during the term hereof, to change its address or
fax number for the receipt of notices by giving written notice thereof to the other Parties.
	 
	21.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement and all the agreements and/or documents referred to or expressly contained
herein constitute the entire Agreement among the Parties on the subject matter hereof, and
in the event of a discrepancy (if any) between this Agreement and any previous oral or
written agreement, contract, understanding or correspondence (including but not limited to
the Restated AoA and the Equity Transfer Agreement) among the Parties concerning the subject
matter hereof, this Agreement shall prevail. The document entitled “Major Provisions of the
Framework Agreement for the Investment by Redgate Media in Beijing Yanhuang Shengshi
Advertising Company Limited” which was executed by the Investor and the Company on April 10,
2008 shall become null and void and be superseded by this Agreement on the execution date
hereof. For the avoidance of doubt, this Agreement does not supersede the Equity Transfer
Agreement or the Restated AoA.
	 
	22.	 	SEVERABILITY
	 
	 	 	If any provision hereof is found to be invalid or unenforceable, the invalid portion thereof
shall not be implemented and shall be deemed not to be a part of this Agreement, but shall
not cause the other provisions hereof to become invalid (unless otherwise provided by law).
The Parties shall use all reasonable efforts to replace the invalid provision with a valid
substitute provision, and the validity of the substitute provision shall, to the extent
possible, be identical to the validity of the invalid provision as originally conceived.
	 
	23.	 	WAIVER
	 
	23.1	 	The failure or delay by any Party in exercising any right or remedy hereunder or any right or
remedy in law secured pursuant hereto shall not prejudice such right or remedy, or operate or
be deemed as a waiver or modification of such right or remedy, or preclude the exercise of
such right or remedy at any time in future. Any single or partial exercise of any such right
or




 









 






	 	 	remedy shall not preclude any other or further exercise of such right or remedy or the
exercise of any other right or remedy.
	 
	23.2	 	Each Party’s rights and remedies under, and those secured pursuant to, this Agreement may be
exercised under any circumstance deemed appropriate by the Party concerned.
	 
	24.	 	LIABILITY FOR BREACH OF CONTRACT
	 
	24.1	 	The Parties shall strictly abide by this Agreement. In the event of a breach hereof, the
breaching Party shall compensate the non-breaching Party and pay for the losses, expenses and
expenditures incurred by the non-breaching Party as a result of the breach.
	 
	24.2	 	Regardless of when discovered by the Investor, the Company and the Existing Shareholders
shall bear joint and several liability for the representations and warranties (including but
not limited to the liabilities that they are required to assume pursuant to Articles 2.1(6)
and 2.10 hereof) given by each of them hereunder and which they are required to perform by the
Initial Equity Transfer Completion Date, and the Existing Shareholders shall not seek recourse
against the Company for any liability that the Investor requires them to assume hereunder.
However, the Existing Shareholders shall not bear liability for a breach of contract arising
after the Initial Equity Transfer Completion Date due to a reason not attributable to the
Existing Shareholders, and the Investor shall not bear liability for a breach of contract
arising after the Initial Equity Transfer Completion Date due to a reason not attributable to
the Investor. The Investor may decide, at its own discretion, to completely or partially
reduce, or release the Company and/or the Existing Shareholders from, the liability that
it/they are required to bear toward the Investor, but such reduction or release shall not
affect or prejudice its assertion of rights against the other Parties (regardless of whether
they bear joint and several liability or not).
	 
	24.3	 	Any debts and liabilities arising prior to the Initial Equity Transfer Completion Date due to
the violation of a law or regulations or a breach of contract by the Company, including but
not limited to tax liabilities of the Company prior to the Initial Equity Transfer Completion
Date, shall be borne by the jointly and severally by the Existing Shareholders and the
Company, regardless of whether such debts and liabilities have been disclosed or not. The
Existing Shareholders and the Company covenant that they shall use their best efforts to
rectify as soon as possible any non-compliant practices used prior to the Initial Equity
Transfer Completion Date and to avoid any manner of penalty and liability. If notwithstanding
the best efforts of the Existing Shareholders and the Company, the aforementioned penalties
and/or liabilities are unable to be avoided, thereby causing the Investor to incur a loss, the
Existing Shareholders and the Company shall be jointly and severally liable for damages in
respect of any direct or foreseeable indirect losses incurred by the Investor, unless the
Existing Shareholders are able to show that the debts and liabilities arose due to a reason
not attributable to them.
	 
	25.	 	LANGUAGE
	 
	 	 	This Agreement is made in the Chinese language.




This Agreement is executed by the duly authorized representatives of the Parties in six (6)
originals, of which the Parties shall each hold one (1) original.




[Remainder of page intentionally left blank]





 











 





APPENDIX 1. EXISTING SHAREHOLDERS





	1.	 	Yigang Zhao: ID card No.: 110221197109300016; home address: Flat 303, Entrance 3,
Building 5, No. 2 Ritan Road North, Chaoyang District, Beijing.
	 
	2.	 	Bin He: ID card No.: 11010519650322412X; home address: Flat 8, Entrance 4, Building 1
within No. 2 Dingfuzhuang Xili, Chaoyang District, Beijing.
	 
	3.	 	Youyi Wang: ID card No.: 11010319730106123X; home address: No. 15, No.1 Lane,
Congdian, Chongwen District, Beijing.
	 
	4.	 	Ting Li: ID card No.: 110103197305231216; home address: Flat 903, Entrance 6, Building
2, Qianmen Avenue West, Xuanwu District, Beijing.




 









 











APPENDIX 2. FORM OF EQUITY TRANSFER AGREEMENT




EQUITY TRANSFER AGREEMENT



IN CONNECTION WITH



BEIJING YANHUANG SHENGSHI ADVERTISING COMPANY LIMITED



By and Between



REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.



and



YIGANG ZHAO, BIN HE, YOUYI WANG, TING LI



 









 





Execution Version




EQUITY TRANSFER AGREEMENT



Transferors:




	 	 	 	 	 
	1.

	 	Yigang Zhao
	 	ID card no.: 110221197109300016, home address: Flat
303, Entrance 3, Building 5, No. 2 Ritan Road North,
Chaoyang District, Beijing.
	 
	 	 	 	 
	2.

	 	Bin He
	 	ID card no.: 11010519650322412X, home address: Flat
8, Entrance 4, Building 1 within No. 2 Dingfuzhuang
Xili, Chaoyang District, Beijing.
	 
	 	 	 	 
	3.

	 	Youyi Wang
	 	ID card no.: 11010319730106123X, home address: No.
15, No.1 Lane, Congdian, Chongwen District, Beijing.
	 
	 	 	 	 
	4.

	 	Ting Li
	 	ID card no.: 110103197305231216, home address: Flat
903, Entrance 6, Building 2, Qianmen Avenue West,
Xuanwu District, Beijing.






Transferee:



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.



Following amicable negotiations, the Transferors and Transferee have reached the following
agreement on matters relating to the transfer of the equity interest in Beijing Yanhuang Shengshi
Advertising Company Limited (the “Company”):





	I.	 	The Transferee shall purchase for the sum of Renminbi Sixty-four Million Two Hundred and
Sixty Thousand (RMB64,260,000) 51% equity interest held in the Company by the Transferors, of
which the Transferee shall purchase 38.25% equity interest of the Company from Yigang Zhao,
5.1% from Bin He, 5.1% from Youyi Wang and 2.55% from Ting Li.
	 
	 	 	The price shall be paid as follows:






	 	1.	 	On the Initial Equity Transfer Closing Date to be determined by the Transferors
and the Transferee, the Transferee shall pay to the Transferors the sum of Renminbi
Thirty-two Million One Hundred and Thirty Thousand (RMB32,130,000);
	 
	 	2.	 	Within seven working days following the first anniversary of the Initial Equity
Transfer Closing Date to be determined by the Transferors and the Transferee, the
Transferee shall pay to the Transferors the sum of Renminbi Nineteen Million Two
Hundred and Seventy-eight Thousand (RMB19,278,000); and
	 
	 	3.	 	Within seven working days following the second anniversary of the Initial
Equity Transfer Closing Date to be determined by the Transferors and the Transferee,
the Transferee shall pay to the Transferors the sum of Renminbi Twelve Million Eight
Hundred and Fifty-two Thousand (RMB12,852,000).




44









 












	II.	 	Once the transfer of equity interest is completed, the Transferors and the Transferee shall have the rights and bear the
obligations as shareholders of the Company in accordance with the articles of association of the Company.






	III.	 	This Agreement, once executed by the Parties, shall come into effect.





(Remainder of page intentionally left blank)





45









 








Signature Page




REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.




	 	 	 	 	 
	 	 	 
	By:  	 
	 	 
	 	Name: 	 	 	 
	 	Title:  	 	 	 




	 	 	 	 	 
	YIGANG ZHAO
 	 
	Signature: 	 
	 
	 
	BIN HE
 	 
	Signature: 	 
	 
	 
	YOUYI WANG
 	 	 
	Signature: 	 
	 
	 
	TING LI
 	 
	Signature: 	 
	 
	 




46









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



APPENDIX 3. ARTICLES OF ASSOCIATION OF THE COMPANY






47









 








Appendix 3




Articles of Association




Of



Beijing Yanhuang Shengshi Advertising Co., Ltd.



Chapter I General Provisions



Article 1 Whereas, Redgate Interactive Advertising (Beijing) Co., Ltd. (hereinafter referred
to as “Redgate” or “Investor”), Yigang Zhao, Ting Li, Bin He and Youyi Wang entered into an Equity
Transfer Agreement (hereinafter referred to as “Equity Transfer Agreement”) on August 3, 2008,
specifying Yigang Zhao, Youyi Wang, Bin He and Ting Li shall transfer their respective equity
interests in Beijing Yanhuang Shengshi Advertising Co., Ltd. (hereinafter referred to as the
“Company”), namely, 38.25%, 5.1%, 5.1% and 2.55%, to Redgate.






The Articles of Association is hereby formulated by and among Yigang Zhao, Ting Li, Bin He and
Youyi Wang (four natural person shareholders, hereinafter collectively referred to as the
“Existing Shareholders”) and Redgate in accordance with the Company Law of the People’s
Republic of China and other pertinent laws and regulations, as well as the Equity Transfer
Agreement.


Article 2 In case of any conflicts between the provisions of the Articles of Association and
applicable Chinese laws and regulations, the latter shall prevail.




Chapter II Name and Domicile of the Company


Article 3 Name of the Company: Beijing Yanhuang Shengshi Advertising Co., Ltd.



Article 4 Domicile of the Company: No. 320, South to Miaocheng Cross Street, Miaocheng Town,
Huairou District, Beijing




Chapter III Business Scope


Article 5 Business scope: design, preparation, agency and release domestic and foreign
enterprises’ advertisings; undertaking of exhibition activities; organization of culture and art
exchange activities (with the exception of performance activities).




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Chapter IV Registered Capital and Basic Information of Shareholders



Article 6 Registered capital of the Company is RMB five million only (RMB5,000,000).





The Company shall hold a shareholders’ meeting in case of increase or reduction of the
registered capital. The shareholders’ meeting shall make approval and resolutions according to
Chapter VII hereof. In case of reduction of the registered capital, the Company shall notify
its creditors within 10 days from the date of resolution and make announcement in the newspaper
within 30 days thereafter. In case of adjustment of the registered capital, the Company shall
complete the procedures for alteration registration with the registration authority.


Article 7 Name (title), the amount of subscribed or paid-up capital contribution and the payment
proportion of each shareholder shall be as follows:




	 	 	 	 	 	 	 	 	 
	 	 	Capital Contribution	 	Proportion
	 	 	Amount	 	of Capital
	Shareholder’ Name	 	(RMB)	 	Contribution
	Redgate Interactive
Advertising (Beijing)
Co., Ltd.
	 	 	2,550,000	 	 	 	51	%
	Yigang Zhao
	 	 	1,837,500	 	 	 	36.75	%
	Bin He
	 	 	245,000	 	 	 	4.9	%
	Youyi Wang
	 	 	245,000	 	 	 	4.9	%
	Ting Li
	 	 	122,500	 	 	 	2.45	%
	Total
	 	 	5,000,000	 	 	 	100	%





Article 8 The Company shall, after receiving the registered capital contributed by a shareholder,
issue the capital contribution certificate to the shareholder.



Article 9 When the Company increases the registered capital, the shareholders have the preemption
right to subscribe for the capital increase amount according to their respective equity proportions
in the Company.





The shareholders shall be liable to the Company to the extent of their respective subscribed
capital contributions, and the Company shall be liable for its debts to the extent of all its
assets.



Chapter V Shareholders’ Rights and Obligations



Article 10 The shareholders shall have the following rights according to the Articles of
Association:





	 	1)	 	to attend the Shareholders’ Meetings and exercise the voting rights in proportion to
capital contributions;
	 
	 	2)	 	to know about the operation position and financial situation of the Company;
	 
	 	3)	 	to elect and be elected as directors or supervisors;




49









 












	 	4)	 	to obtain bonus in accordance with laws, regulations and the Articles of Association;
	 
	 	5)	 	to have the preemption right to purchase the capital contributions to be transferred
by other shareholders;
	 
	 	6)	 	to be distributed the Company’s remaining properties in accordance with the law after
the termination of the Company; and
	 
	 	7)	 	to exercise other rights as stipulated in laws, regulations and the Articles of
Association.




Article 11 The shareholders shall assume the following obligations according to the Articles of
Association:





	 	1)	 	to abide by the Articles of Association;
	 
	 	2)	 	to pay the capital contributions subscribed for on schedule;
	 
	 	3)	 	to assume the Company’s debts in proportion to the subscribed capital contributions;
	 
	 	4)	 	not to withdraw the capital contributions after the Company completes the procedures
for registration; and
	 
	 	5)	 	to perform other obligations as stipulated in laws, regulations and the Articles of
Association.





Chapter VI Equity Transfer


Article 12 Where any shareholder intends to transfer all or part of its equity interest, the
unanimous consent of the Investor and Existing Shareholders shall be obtained.




Chapter VII Shareholders’ Meeting


Article 13 The Shareholders’ Meeting shall comprise all shareholders. The Shareholders’
Meeting is the top organ of the Company, and 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 supervisors, and to decide on their remunerations
and welfares;
	 
	 	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;




50









 












	 	6)	 	to examine and approve the Company’s plans for profit distribution and plans for
making up losses;
	 
	 	7)	 	to examine and approve the Company’s annual financial statements;
	 
	 	8)	 	to adopt resolutions on the increase or reduction of the Company’s registered
capital, or to grant any right or option to purchase or otherwise acquire any of the
Company’s equity interest;
	 
	 	9)	 	to adopt resolutions on the issuance of the Company bonds;
	 
	 	10)	 	to adopt resolutions on such matters as merger, division, transformation, dissolution
and liquidation of the Company;
	 
	 	11)	 	to change the Company’s legal representatives;
	 
	 	12)	 	to adopt resolutions on guarantee provided by the Company for any of its shareholders
or actual controllers;
	 
	 	13)	 	to amend the Articles of Association;
	 
	 	14)	 	to examine and approve the execution of any contract or arrangement between the
Company and any shareholder or director, or any person who is related to shareholders or
directors, or the execution of any contract or arrangement in which such shareholder or
director is directly or indirectly interested; and
	 
	 	15)	 	to exercise other functions and powers as provided for in laws and regulations.




Article 14 The shareholders shall exercise voting rights in proportion to capital contributions at
the Shareholders’ Meetings.



Article 15 Shareholders’ Meeting is divided into regular meeting and interim meeting.





A notice of a Shareholders’ Meeting shall be served on all shareholders fifteen (15) days in
advance.




Regular meeting shall be held once every year. An interim meeting shall be held upon proposals
made by the shareholders representing one-tenth or more of the voting rights, any director or
supervisor.


Article16 The Shareholders’ Meetings shall be convened by the board of directors and presided over
by the chairman. Where the chairman cannot or fail to perform his duty, the meeting shall be
presided over by the vice-chairman; where the vice-chairman cannot or fail to perform his duty, the
meeting shall be presided over by a director elected by more than half of all the directors
(including the director appointed by Redgate). Where the board of directors cannot or fails to
convene a Shareholders’ Meeting, the meeting shall be convened and presided over by the supervisor;
where


51









 






 the supervisor cannot or fails to convene a Shareholders’ Meeting, the meeting shall be
convened and presided over by the shareholders representing one-tenth or more of the voting rights.



Article 17 The Shareholders’ Meeting shall adopt resolutions on the issues discussed at it
according to the voting procedures as stipulated in the Company Law of the People’s Republic of
China. Except for those issues to be approved by the shareholders representing two-thirds or more
of the voting rights in accordance with the Company Law of the People’s Republic of China, adoption
of a resolution shall require affirmative votes by the shareholders representing more than half of
the voting rights. The Shareholders’ Meeting shall keep minutes of their decisions on matters
discussed at it; the shareholders present at the meeting shall sign the minutes.



Article 18 The shareholders shall have the right to look up and copy the Articles of Association,
the minutes of the Shareholders’ Meeting, the resolutions of the meeting of the board of
directors/supervisors, financial and accounting reports and accounting books. Where a shareholder
requires to look up the Company’s accounting books or other materials, the Company shall provide
cooperation. Where any shareholder has reasonable doubts about such materials provided by the
Company, the Company shall give necessary and sufficient explanations.




Chapter VIII Board of Directors



Article 19 The Company has the board of directors, which shall comprise five (5) directors,
three (3) of whom shall be appointed by Redgate and two (2) by the other shareholders. The term of
office of each director shall be three (3) years. Directors may, if re-elected, serve consecutive
terms.





The board of directors shall have one (1) chairman, who shall be a director appointed by
Redgate, and one (1) vice-chairman, who shall be a director appointed by other shareholders.
Either party has the right to change, with a notice to other shareholders, the appointee prior
to the expiration of the term of office.


Article 20 The board of directors shall be responsible to the Shareholders’ Meeting and exercise
the following functions and powers:





	 	1)	 	to convene the Shareholders’ Meeting and to report on its work to the Shareholders’
Meeting;
	 
	 	2)	 	to implement the resolutions of the Shareholders’ Meeting;
	 
	 	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, and to declare or pay bonus;
	 
	 	6)	 	to formulate plans for the increase or reduction of the registered capital of the
Company




52









 












	 	 	 	and for the issuance of Company bonds;
	 
	 	7)	 	to formulate plans for the merger, division, transformation and dissolution of the
Company;
	 
	 	8)	 	to establish or invest in subsidiaries, or to divide or sell any subsidiaries;
	 
	 	9)	 	to establish branches and other affiliates;
	 
	 	10)	 	to decide on the establishment of the internal management organ of the Company;
	 
	 	11)	 	to decide on the appointment or dismissal of the Company‘s general manager and decide
on his remuneration; and to, according to the recommendation of the general manager,
decide on the appointment or dismissal of the deputy general manager, chief financial
officer and other senior officers and decide on their remunerations; to decide on
modification, termination or waiver of any of the provisions of the employment contract
and the non-competition agreement between the Company and the aforesaid persons;
	 
	 	12)	 	to formulate the basic management system of the Company;
	 
	 	13)	 	to formulate plans for performance stock, option or employee stock ownership plan,
and other equity incentive plans;
	 
	 	14)	 	to examine and approve the Company‘s investment, loan, guarantee and other financial
activities with an amount exceeding RMB100,000, or the purchase of properties with an
amount exceeding RMB2,500,000;
	 
	 	15)	 	to examine and approve any contract or arrangement with an amount exceeding
RMB2,500,000, or any contract or arrangement that may have material effects upon the
Company‘s assets, debts, rights and operation results;
	 
	 	16)	 	to examine and approve any transaction or donation out of the budget of the Company,
with an amount exceeding RMB100,000;
	 
	 	17)	 	to examine and approve any transaction between the Company and the related party of
the shareholders, with an amount exceeding RMB100,000 (whether the amount of a single
transaction or accumulative amount of a series of relevant transactions);
	 
	 	18)	 	to examine and approve any adjustment of accounting standard or policy, unless
otherwise stipulated in pertinent laws and regulations;
	 
	 	19)	 	to examine and approve the sale, transfer, lease, assign or disposal of the Company‘s
assets with an amount exceeding RMB100,000 (whether the amount of a single transaction or
accumulative amount of a series of relevant transactions), other than those occurring
during ordinary business course;
	 
	 	20)	 	to examine and approve any lawsuit or compromise of a lawsuit with an amount of




53









 












	 	 	 	RMB500,000 or more;
	 
	 	21)	 	to appoint and dismiss auditors and lawyers;
	 
	 	22)	 	to approve the general manager, the deputy general manager and any other senior
officer to serve concurrently as general manager or other senior officers in any other
economic organization or company other than the Company’s subsidiary;
	 
	 	23)	 	to establish other companies or alliances, or acquire or merge other organizations;
and
	 
	 	24)	 	to exercise other functions and powers as provided for in laws and regulations.






Meetings of the board of directors shall adopt resolutions on the issues discussed. Resolutions
on issues as mentioned in Paragraphs 5, 6, 7, 8, 17, 18 and 23 of this Article must be approved
by two-thirds or more of all the directors, and resolutions on other issues must be approved by
more than half of all the directors.


Article 21 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 duty, the meetings shall be presided
over by the vice-chairman; where the vice-chairman cannot or fail to perform his duty, the meetings
shall be presided over by a director elected by more than half of all the directors.



Article 22 The resolutions of the board of directors shall comply with the voting principle “one
voting right for one director”.



Article 23 Four (4) directors (including the directors appointed by Redgate according to the
Articles of Association) who attend the meetings of the board of directors in person or by proxy
shall form a quorum.





Where the number of the directors who attend any meeting of the board of directors in person or
by proxy is less than the quorum, no resolution may be adopted on any issue at such meeting.




Where any director cannot attend a meeting of the board of directors for a special reason, he
may entrust his proxy with a written power of attorney to attend the meeting and participate in
voting. The proxy shall enjoy 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 having waived 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.
However, Resolutions of any meeting of the board of directors held by means of conference
telephone or other similar communication devices must be signed by directors respectively,




54











 






	 	 	who shall faxed the signed resolution to the Company, and then mail the original signed
resolutions to the Company for filling.
	 
	 	 	The board of directors may replace a meeting of the board of directors with written
resolutions, provided that the resolutions shall be sent to all the directors and signed in
approval by the required number of directors as mentioned in Article 20 hereof, in which case,
the resolutions shall be deemed as having been adopted.




Article 24 The meeting of the board of directors shall be held once every three (3) months. The
chairman shall convene and preside over the meeting of the board of directors. The chairman shall
send a written notice (including e-mail and facsimile) to each director at least ten (10) working
days in advance, indicating the date, time and place of the meeting as well as the topics to be
discusses at the meeting. With respect to a meeting, the requirement for written notice may be
waived with consents of all the directors.



Article 25 The chairman shall convene an interim meeting of the board of directors upon the
proposal of three (3) or more directors.



Article 26 The board of directors shall keep complete and accurate minutes, which shall be signed
by all the directors or the proxies present at the meeting of the board of directors and served on
each shareholder in time and filed by the Company after the meeting of the board of directors.




Chapter IX Supervisors



Article 27 The Company has no board of supervisors, but has two (2) supervisors, who shall be
recommended respectively by Redgate and the other shareholders and elected by the Shareholders’
Meeting. The term of office of a supervisor shall be three (3) years. A supervisor may, if
re-elected upon expiration of the term of office, serve consecutive terms.



Article 28 Supervisors 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 officers during the performance of
their duties, and to propose the dismissal of the directors and senior officers who
violate laws, administrative regulations, the Articles of Association or the resolutions
of the Shareholders’ Meeting;
	 
	 	3)	 	to demand the directors and senior officers to make corrections if any of their acts
is found to have damaged the Company’s interests;
	 
	 	4)	 	to propose for an interim Shareholders’ Meeting, and to convene and preside over the
Shareholders’ Meetings where the board of directors fails to perform such duties
hereunder;
	 
	 	5)	 	to put forward proposals to the Shareholders’ Meeting;




55









 






	 	6)	 	to bring lawsuits against the directors and senior officers in accordance with
Article 152 of the Company Law of the People’s Republic of China;
	 
	 	7)	 	to exercise other functions and powers as provided for in laws and regulations.





Chapter X Operation Management



Article 29 The Company shall have the management organ, of which the management personnel
comprise senior officers of the Company. Senior officers refer to general manager, deputy general
manager, chief financial officer, sales director and any other person suitable for specific
positions as appointed from time to time by the board of directors according to Article 20 hereof.
Appointment, dismissal and salary of each senior officer shall be subject to the decision of the
board of directors. The day-to-day operation affairs of the Company shall be in the full charge of
the general manager. The deputy general manager and other senior officers shall directly report on
their work to the general manager. The general manager shall report on his work to the board of
directors. Where the general manager is absent or the board of directors requires otherwise, the
deputy general manager may exercise powers on behalf of the general manager to handle the operation
affairs of the Company. The company shall have the Chief Financial Officer (CFO), who shall be
recommended by Redgate and employed by the board of directors.



Article 30 The term of office of each senior officer shall be three (3) years, unless any senior
officer is dismissed in advance according to the employment agreement between the board of
directors and/or the Company and such senior officer. Senior officers may, if reappointed by the
board of directors, serve consecutive terms.



Article 31 The Company has the general manager, who shall be appointed or dismissed by the board of
directors. The general manager 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 propose the appointment or dismissal of the deputy manager and of persons in
charge of the financial affairs of the Company;
	 
	 	7)	 	to appoint or dismiss management personnel other than those to be appointed or




56









 






	 	 	 	dismissed by the board of directors; and
	 
	 	8)	 	to exercise other functions and powers granted by the board of directors.






	 	 	The general manager may attend the meetings of the board of directors as a non-voting
participant, if invited by the chairman.




Article 32 The Company shall conduct operation activities according to the quarterly and annual
budgets approved by the board of directors. The general manager shall, in conjunction with the
chief financial officer of the Company, submit relevant budget plans of the following fiscal
quarter or year to the board of directors as soon as possible, but in any case, within thirty (30)
days prior to the beginning of each fiscal quarter or year.



Article 33 The Company shall conduct operation activities according to the quarterly and annual
business development plans approved by the board of directors. The Chief Financial Officer shall,
with the assistance of the general manager, submit relevant business development plans of the
following fiscal quarter or year to the board of directors as soon as possible, but in any case,
within thirty (30) days prior to the beginning of each fiscal quarter or year. Such plans shall be
prepared and submitted in compliance with the following standards:





	 	1)	 	The plans shall describe in detail the business development and operation planning of
the following fiscal quarter or year, including detailed development and operation plans,
procedures and feasibility analysis;
	 
	 	2)	 	Relevant plans shall be prepared on the basis of sufficient communication with other
senior officers, and state the estimated financial results of the Company’s operation
activities (including income statement and balance sheet) on the basis of negotiation with
the person in charge of financial affairs; and
	 
	 	3)	 	Core and key materials on which the plans are formulated shall be provided at the
time of plan submission, so that the members of the board of directors may understand
sufficiently the background information in connection with the preparation of the plans.




Article 34 Unless specially permitted (including the consents of the directors appointed by
Redgate) in the resolutions of the board of directors, any of the Company’s staff and workers,
including senior officers, may not directly or indirectly participate in any commercial competitive
activities against the Company; any of the Company‘s staff and workers other than senior officers
may not hold any post concurrently in any other economic organization. Senior officers shall devote
their major time and energy to operating the Company (namely, to ensure that they will spend at
most 10 hours every week in engaging in other activities other than their duties in the Company).




Chapter XI Legal Representative



Article 35 The chairman shall be the legal representative of the Company.








57









 







Article 36 The legal representative shall exercise his duties to the extent of authorization under
the Articles of Association and by the board of directors:





	 	1)	 	to convene and preside over the Shareholders’ Meetings and the meetings of the board
of directors;
	 
	 	2)	 	to examine the implementation of the resolutions of the board of directors and to
report on his work to the board of directors;
	 
	 	3)	 	to sign relevant documents on behalf of the Company.





Chapter XII Financial and Accounting System, Profit Distribution and Employment System



Article 37 The Company shall establish its financial and accounting system in accordance with
laws, administrative regulations and the competent financial department under the State Council,
and prepare the financial and accounting reports at the end of each fiscal year.



Article 38 Each shareholder shall procure the Company to provide the following information to
Redgate in the forms acceptable to Redgate:





	 	1)	 	to, within sixty (60) days after each fiscal year, submit the audited complete
financial report and management personnel report; the former report shall be audited by
Price Waterhouse Coopers or another international CPA firm with identical reputation, as
determined by the shareholders through negotiation;
	 
	 	2)	 	to, within thirty (30) days after each fiscal year, submit the budget report of the
following fiscal year;
	 
	 	3)	 	to, within thirty (30) days after each quarter, submit the budget report of the
following quarter;
	 
	 	4)	 	to, within forty-five (45) days after each quarter, submit the unaudited quarterly
financial report and quarterly management personnel report;
	 
	 	5)	 	to, within fifteen (15) days after each month, submit the unaudited monthly financial
report and monthly management personnel report; and
	 
	 	6)	 	the copies of all documents or information to be submitted by the Company to other
shareholders than Redgate.






	 	 	The financial reports as mentioned above shall be prepared in accordance with generally
accepted accounting principle in China, and prepared separately in accordance with US GAAP for
submission to Redgate. All management personnel reports shall contain the financial data and
the comparative results between budget targets in corresponding quarters or years.




58









 






	 	 	The above mentioned information shall be prepared by the Chief Financial Officer (CFO) of the
Company.
	 
	 	 	Each shareholders shall procure the Company to provide, within ordinary business hours, Redgate
with the following materials, financial or tax information and any other information required
by Redgate reasonably: 1) any audit or other investigation conducted by any government
authority, or preparation of any of the Company’s books and tax return; or 2) any matter in
connection with any claim by any third person, administrative or legal procedures and
investigation. Such records may not be destroyed or disposed in any other way until Redgate has
a reasonable chance to review and copy them. In addition, Redgate shall be permitted to discuss
with any of the Company’s directors, management personnel, employees, accountants, legal
counselor and investment bankers about the business and operation situation of the Company and
any of its affiliates.




Article 39 Net profit after tax (“Accumulated Profit”, excluding statutory fund) of the Company in
2007 and previous years, which has been audited in accordance with US GAAP, shall be enjoyed by
Existing Shareholders.



Article 40 Where Price Waterhouse Coopers or another international CPA firm with equal reputation
adjusts, in each year after 2007, down the net profit after tax (namely, accumulated profit)
audited in accordance with US GAAP of the Company in 2007 and previous years due to technical
reasons in accounting treatment, Redgate shall have the right to deduct the reduced amount in the
way agreed upon by the Parties in writing.



Article 41 The Company’s employment systems shall be subject to pertinent provisions of national
laws, regulations and the State Council, as well as those of local labor authority.




Chapter XIII Dissolution Causes and Liquidation Methods



Article 42 The duration of the Company is ten (10) years, starting from the date on which the
Business License is issued.



Article 43 The Company may be dissolved in case of any of the following circumstances:





	 	1)	 	The duration of the Company as stipulated herein expires or other circumstances as
stipulated herein occur, unless the Company exists continually via amendments to the
Articles of Association;
	 
	 	2)	 	The Shareholders’ Meeting resolves dissolution;
	 
	 	3)	 	Dissolution becomes necessary as a result of merger or division of the Company;
	 
	 	4)	 	Dissolution becomes necessary as a result of sale, transfer, lease or exclusive
license of the Company, or disposal of all or major part of the Company’s assets or
incomes;
	 
	 	5)	 	The Company’s Business License is revoked, the Company is ordered to close down or




59









 






	 	 	 	its registration is cancelled;
	 
	 	6)	 	The competent People’s Court rules for dissolution in accordance with the laws; or
	 
	 	7)	 	Other dissolution circumstances as provided for in laws and administrative
regulations occur.




Article 44 Where the Company is dissolved under the circumstances as mentioned in Articles 43.1,
43.2, 43.5 and 43.6 above, a liquidation team shall be formed in accordance with the Company Law of
the People’s Republic of China to conduct liquidation upon the Company. Upon completion of the
liquidation, the liquidation team shall prepare a liquidation report, report it to the
Shareholders’ Meeting for confirmation, submit it to the Company registration authority to apply
for canceling the registration and then publicly announce the termination of the Company. In the
case of liquidation, after the Company’s properties are used to pay liquidation fee, salaries,
social insurance premium and legal compensations to the staff and workers and outstanding taxes,
and repay the Company’s debts in accordance with the Company Law of the People’s Republic of China,
the remaining properties shall be distributed to the shareholders in proportion to their capital
contributions.



Article 45 Where the Company is declared bankrupt according to law, bankruptcy liquidation shall be
conducted in accordance with the laws on enterprise bankruptcy.




Chapter XII Supplemental Provisions



Article 46 Registered items of the Company shall be subject to the verification and approval
by the Company Registration Authority.



Article 47 The Articles of Association shall be made in six (6) copies, one (1) of which shall be
held by the parties hereto respectively, and one (1) of which shall be submitted to the Company
Registration Authority for record filing.





	 	 	[Execution Page below]




60









 











Execution Version



[Execution Page]



Signatures of All Shareholders:




Redgate Interactive Advertising (Beijing) Co., Ltd. (seal)




Signature:

Name:

Title:




Yigang Zhao



Signature:




Bin He



Signature:




Youyi Wang



Signature:




Ting Li



Signature:



Date: August 3, 2008







61









 








APPENDIX 4. DISCLOSURE SCHEDULE





62









 








Appendix IV
Disclosure



This Disclosure Letter covers the basic facts and major information of the Company (“the
Disclosure”). The Company and existing shareholder jointly warrant to the investors that the
content of the Disclosure is true, accurate and complete, without any misleading nature.




7.2(1) The Company’s External Investment



The Company’s external investment is as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Shareholders and	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	their Capital	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Contributions as	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registered with	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	the Administration	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	for Industry and	 	 
	Serial No.	 	Investor	 	Investees	 	Equity Ratio	 	Registered Capital	 	Commerce (RMB Yuan)	 	Remarks
	1

	 	The Company
	 	Beijing Shenzhou
Shengshi
Advertising Co.,
Ltd.
	 	 	100	%	 	RMB 500,000
	 	Bin He contributed
RMB 250,000,
accounting for 50%
of the registered
capital;

Youyi Wang
contributed RMB
250,000, accounting
for 50% of the
registered capital;
	 	The Company
entrusts Bin He to
hold 50% of the
equity and Youyi
Wang to hold 50% of
the equity.
	2

	 	The Company
	 	Beijing Longrich
Advertising Media
Co., Ltd.
	 	 	100	%	 	RMB 500,000
	 	Zhaodong An
contributed RMB
350,000 ,
accounting for 70%
of the registered
capital;

Yuying Zheng
contributed
RMB150,000,
accounting for 30%
of the registered.
	 	The Company
entrusts Zhaodong
An to hold 70% of
the equity and
Yuying Zheng to
hold 30% of the
equity.
	3

	 	The Company
	 	Shanghai Longli
Advertising Media
Co., Ltd.
	 	 	100	%	 	RMB 500,000
	 	Ying Wang
contributed RMB
250,000, accounting
for 50% of the
registered capital;

Ting Li contributed
RMB 250,000,
accounting for 50%
of the registered
capital;
	 	The Company
entrusts Ying Wang
to hold 50% of the
equity and Ting Li
to hold 50% of the
equity.
	4

	 	The Company
	 	Hangzhou Yibo
Advertising Co.,
Ltd.
	 	 	80	%	 	RMB 1,000,000
	 	Min Zheng
contributed RMB
800,000 ,
accounting for 80%
of the registered
capital;

Wei Li contributed
RMB 200,000,
accounting for 20%
of the registered
capital
	 	The Company
entrusts Min Zheng
to hold 80% of the
equity.


(Note: the third
party, Wei Li holds
20% of the equity)





In addition to the above, 1) the Company entrusted Bin He to contribute RMB 250,000 to and
hold 50% of the equity interest of Beijing Yanhuang Shengshi Image Making Co., Ltd. Beijing
Yanhuang Shengshi Image Making Co., Ltd. is now under the process of cancellation. 2) Beijing
Shenzhou Shengshi Advertising Co., Ltd. holds 10% of the equity interest of Golden Five-ring Garden
Engineering Co., Ltd., but, since Beijing Shenzhou Shengshi Advertising Co., Ltd. has not made any
actual contribution, the 10% equity interest of Golden Five-ring Garden Engineering Co., Ltd. held
by Beijing Shenzhou Shengshi Advertising Co., Ltd. has not been reflected in the financial account
of the Company. The existing shareholders undertake to arrange, as soon as possible, Beijing
Shenzhou Shengshi Advertising Co., Ltd. to transfer its 10% equity interest of Golden Five-ring
Garden Engineering Co., Ltd. and share the earnings and responsibilities arising from transfer of
the above 10% equity.




7.2(2) Businesses of the existing shareholders in connection with the businesses within the
current business scope of the Company



Nil




7.4 Licenses and Permits



Billboard points managed by the Company and the certificates and licenses (including
qualification, examination and approval, third-party licensing and registration) of such billboard
points are as follows:




63









 








	 	 	 	 	 	 	 
	Sr.	 	Location of	 	 	 	 
	No.	 	Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	1

	 	East 4th
Ring Road

Honglingjin Bridge

6# Pillar
	 	6m ×18m ×2 sides
	 	The Company has signed the Contract for Use of Outdoor
Advertisement Media on East 4th Ring Road with
Beijing Prosperous Tang Dynasty Advertising Co., Ltd.; 

Beijing 4th Ring Road Advertisement Setup
Planning published on the website of “Beijing Municipal
Administration Commission”

(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html)
indicates that the billboard is the billboard to be retained
in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	2

	 	East 4th
Ring Road Liulitun
Bridge 5# Pillar
	 	6m ×18m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor
Advertisement Media on East 4th Ring Road with
Beijing Prosperous Tang Dynasty Advertising Co., Ltd., with
Beijing Prosperous Tang Dynasty Advertising Co., Ltd.; 

Beijing 4th Ring Road Advertisement Setup
Planning published on the website of “Beijing Municipal
Administration Commission”

(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html)
indicates that the billboard is the billboard to be retained
in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	3

	 	East 4th Ring Road
Shibalidian Bridge
#10 Pillar
(Northwest Corner
of Jing-Jin-Tang
Interchange)
	 	Unipole;
7m ×21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor
Advertisement Media on East 4th Ring Road with
Beijing Gonglian Road Network Co., Ltd.; 

Beijing 4th Ring Road Advertisement Setup
Planning published on the website of “Beijing Municipal
Administration Commission
(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html)
indicates that the billboard is the billboard to be retained
in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	4

	 	East 4th Ring Road
#1 Pillar (inner
ring at the
Northwest Corner of
Yunxiao Bridge)
	 	Unipole

Three sides

6m ×18m ×3 sides
	 	The Company has signed the Contract for Use of Outdoor
Advertisement Media on East 4th Ring Road with
Beijing Gonglian Road Network Co., Ltd.; 

Beijing 4th Ring Road Advertisement Setup
Planning published on the website of “Beijing Municipal
Administration Commission”

(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html)
indicates that the billboard is the billboard to be retained
in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	5

	 	East 4th Ring Road
#2 Pillar (Outer
Ring north of the
road at Jiuxianqiao
Exit)
	 	Unipole
Two sides;
7m × 21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor
Advertisement Media on East 4th Ring Road with
Beijing Gonglian Road Network Co., Ltd.; 

Beijing 4th Ring Road Advertisement Setup
Planning published on the website of “Beijing Municipal
Administration Commission”

(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html)
indicates that the billboard is the billboard to be retained
in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	6

	 	Complex Building
Roof Billboard at
the west of Capital
Airport Car Park
	 	Roof billboard;
37m ×8.5m
	 	The Company has signed the Outdoor Contract with Beijing
Xingkaite Advertising Co., Ltd.; vide the Official Approval
for the Application of Sinotrans Beijing Air Transport
Company to Replace the Old Roof Billboard at the Capital
Airport (JXF (1994) No. 14), Beijing Municipal CPC Committee
Propaganda Department approved in 1993 permits Beijing Kaite
Advertising Co., Ltd. to change the original billboard to an
economic billboard and complete the approval formalities
with the Beijing Steering Group for Approval Management of
Outdoor Advertisements.
	 
	 	 	 	 	 	 
	7

	 	Unipole south of
Tianzhu Toll-gate
on Beijing Airport
Road, 18.5km away
from the city
proper
	 	High pole;
6M(H)×18M(W)× 2 sides
	 	The Company has signed the Contract for Advertising with
Shanghai Asiaray Advertising Co., Ltd.; no other licenses
and permits. As introduced by the Company, the billboard is
managed by the airport.






64









 






	 	 	 	 	 	 	 
	Sr.	 	Location of	 	 	 	 
	No.	 	Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	8

	 	Wall Light Box at

Rapid Transit Stop,

F/2, Building A 3#

Terminal, Beijing

Airport
	 	Wall light box;
6.8M(W)×2M(H) (2 sides)
	 	The Company has signed the Contract for Advertising with
Shanghai Asiaray Advertising Co., Ltd.; no other licenses
and permits. As introduced by the Company, the billboard is
managed by the airport.
	 
	 	 	 	 	 	 
	9

	 	Unipole H3-5,

Entrance & Exit

Channel, Haerbin

International

Airport
	 	6m ×18m × 2 sides;
1 unipole
	 	The Company has signed the Contract with Advertisement
Department of Haerbin International Airport; no other
licenses and permits. As introduced by the Company, the
billboard is managed by the airport.
	 
	 	 	 	 	 	 
	10

	 	Light box at the
domestic arrival
point of the
terminal building,
Haerbing Taiping
International
Airport
	 	Light box inside the
terminal;
6m (W)×2m (H)
	 	The Company has signed the Advertisement Contract with
Heilongjiang Branch of Beijing Capital Airport Advertising
Co., Ltd.; no other licenses and permits. As introduced by
the Company, the billboard is managed by the airport.
	 
	 	 	 	 	 	 
	11

	 	Roof signboard,

Five-ring Plaza,

Zhonghe Flyover,

Hangzhou
	 	Roof billboard;
43m (H)×7m (W)
	 	The Company has signed the Outdoor Advertising Contract with
Hangzhou Shiyou Advertisement Planning Co., Ltd.;

Hangzhou Outdoor Advertisement Setup Registration
Certificate, according to which, the use period is from
April 30 2007 to April 29, 2008, the advertising content is
the public welfare advertisement for the FIFA Women’s World
Cup and the advertising form is light box
	 
	 	 	 	 	 	 
	12

	 	Roof signboard,

Central Hotel,

Airport Road,

Guangzhou
	 	Roof billboard;
South/North:
6M(H)×36M(W)× 2 sides
East: 6M(H)×6.5M(W)
	 	The Company has signed the Outdoor Advertising Contract and
Supplementary Agreement with Guangzhou Topstar Advertising
Co., Ltd.; 

Guangzhou Outdoor Advertisement Registration Certificate
(HHWGDZ No. 000100114) issued by Guangzhou Municipal
Administration for Industry and Commerce, which stipulates
that the advertising media is neon sign, with a size of 6×36
(2 pieces) (South and North Sides) and 6.5×6 (East Side) and
the content is Grand Cherokee, for a period from June 20,
1995 to December 31, 2002
	 
	 	 	 	 	 	 
	13

	 	Roof of Minzhu
Building, 39
Guangzhou Avenue
Central
	 	Roof billboard
inkjetted painting with
spotlight
(38.1+10.6)m(w)×8m(h)
	 	The Company has signed the Outdoor Advertisement Contract
with Guangzhou Topstar Advertising Co., Ltd.; 

Guangzhou Outdoor Advertisement Registration Certificate
(HHWGDZ (S) No. 02110783) issued by Guangzhou Municipal
Administration for Industry and Commerce, which prescribes
the advertising period from July 14, 2004 to May 17, 2008
and the advertising form as outdoor inkjet painting, with a
size of 50m (L) and 8m (H).
	 
	 	 	 	 	 	 
	14

	 	Southwest roof

billboard, Yaojing

Hotel, Spring City

Square
	 	Roof billboard

25m ×10m
	 	The Company has signed the Advertisement Preparation
Contract with Shandong Beidou Advertisement Co., Ltd.; 

Urban Administration Notice ([2008] No. 032) issued by Jinan
Municipal Construction Commission, which specifies the
period of one year from March 13, 2008, with a size of
40×10, 20×10.
	 
	 	 	 	 	 	 
	15

	 	Xincheng Avenue,

Wenzhou
	 	Frontlit double-side
unipole advertisement
(Unipole Billboard)
4.33m ×13m × 2 sides
	 	The Company has signed the Zhejiang Advertisement
Undertaking Contract and Advertising Contract
(Supplementary) with Wenzhou Blue-sky Advertisement Planning
Co., Ltd.;
Outdoor Advertisement Registration Certificate (WLGS-HWGDZ
No. 70617) issued by Wenzhou Administration for Industry and
Commerce Lucheng Branch, which specifies the advertising
period as from November 6, 2007 to November 5, 2008,
advertising form, number and size as showboard and
13.5m×4.5m and advertising content as Dongfeng Peugeot.






65









 






	 	 	 	 	 	 	 
	Sr.	 	Location of	 	 	 	 
	No.	 	Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	16

	 	Curtain wall of
Jinshan Hotel, 24
Zhonghe Road,
Hangzhou
	 	Curtain wall

20m ×30m
	 	The Company has signed the Outdoor Advertising Contract with
Hangzhou Shiyou Advertisement Planning Co., Ltd.; 

Under construction
	 
	 	 	 	 	 	 
	17

	 	Wall surface of
Zengze Plaza, 1590
Yanan West Road,
Shanghai
	 	Wall advertisement
East: 4m ×14m ; west:
18m ×6m
	 	Shanghai Longli Advertising Media Co., Ltd. has signed the
Outdoor Advertising Contract with Shanghai Art-designing
Corp; 

Outdoor Advertisement Registration Certificate (HHWGD (S)
No. 20070000732) issued by Shanghai Municipal Administration
for Industry and Commerce,, which specifies the
advertisement name as Wuliangye 10Y Old Wine Lexus, the
advertising period as from January 28, 2008 to April 9,
2008, particular location as wall, advertising place as 1590
Yanan West Road, advertising form as wall billboard and size
as (1) 6m (H), 18m (W), 1 side, 1 piece, (2) 14m (H), 4.5m
(W), 1 side, 1 piece; and 

Shanghai Administrative Permit for City Appearance,
Environment and Sanitation issued by Shanghai Changning
District Administration of City Appearance, which specifies
the advertisement content as VOLVO Automobile, advertising
media as light board (steel), advertisement size as (22×6m)
(14×4m), number of advertising media as 2 pieces and
advertising period as from June 20, 2005 to June 19, 2006.
	 
	 	 	 	 	 	 
	18

	 	Wangfujing Entrance
to Oriental Plaza
	 	1 door lintel
9.4m ×2.2m
	 	The Company has signed the Oriental Plaza Advertising
Contract with Beijing Dahua Quanqiu Advertising Co., Ltd.; 

No other licenses and permits. As explained by the Company,
the billboard is actually managed by Beijing Dahua Quanqiu
Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	19

	 	Dongdan Entrance to
Oriental Plaza
	 	1 lintel
9.4m ×2.2m
	 	The Company has signed the Oriental Plaza Advertising
Contract with Beijing Dahua Quanqiu Advertising Co., Ltd.; 

No other licenses and permits. As explained by the Company,
the billboard is actually managed by Beijing Dahua Quanqiu
Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	20

	 	Tsinghua Science &
Technology Park,
Minzhuang Road,
Haidian District
(billboards on both
sides of the south
entrance to Yuquan
Huigu, first four
groups from east)
	 	8-side billboard

Ground-mounted light box
	 	Beijing Longrich has signed the Billboard Lease Agreement
with Beijing Yuquan Huigu Property Management Co., Ltd.; 

No other licenses and permits. As explained by the Company,
the billboard is actually managed by Beijing Yuquan Huigu
Property Management Co., Ltd.
	 
	 	 	 	 	 	 
	21

	 	West of Seamen’s
Club, Renmin Road,
Zhongshan District,
Dalian
	 	Wall billboard
13.35m ×23.4m (Vertical)
	 	The Company has signed the Outdoor Advertising Contract with
Dalian Guoyuwujiang Media Co., Ltd.; 

Dalian Outdoor Advertising Right Agreement signed by and
between Planning and Finance Division of Dalian
Administration of Urban Construction and Dalian Guoyuwujiang
Media Co., Ltd., which specifies the billboard size as
13×27m, advertising frame as public welfare frame and the
use period as from August 20, 2007 to August 19, 2010.






66









 






	 	 	 	 	 	 	 
	Sr.	 	Location of	 	 	 	 
	No.	 	Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	22

	 	Three-side T
signboards at the
juncture of Hongfu
East Road, Xinyuan
Road, Bayi Road,
and Songshanhu
Avenue, Dongguan
	 	T-type three-side pillar
18m (L), 7m (H); three
sides
	 	The Company has signed the Lease Contract with Dongguan
Botao Advertisement Decoration Co., Ltd.; 

Dongguan Botao Advertisement Decoration Co., Ltd. has
obtained the Dongguan Outdoor Advertisement Setup Permit (GS
(SS)Z No. 07-12-42) issued by Dongguan Administration of
Urban Construction, which specifies the setup period as from
December 29, 2007 to December 28, 2008, the setup size as
18m (L) x 6m (H) and the media as outdoor advertisement
pole.
	 
	 	 	 	 	 	 
	23

	 	Ningbo Airport Road
in the direction of
the city proper
	 	Two sides of the
revolving billboard
(note: two sides for
business advertising
and other for public
welfare advertising);
47m ×6.7m
	 	The Company has signed the Ningbo Leshe International
Airport Advertising Contract with Ningbo Airport United
Advertising Co., Ltd.; 

Ningbo Airport United Advertising Co., Ltd. has obtained the
Outdoor Advertisement Registration Certificate (Certificate
No.:2008004) issued by Ningbo Administration for Industry
and Commerce, which specifies the advertising period as from
January 19, 2008 to September 19, 2008 and the form of
three-side revolving showboard (two pieces) with a size of
40m ×6m ×3-side.
	 
	 	 	 	 	 	 
	24

	 	18 light pole

banners on Wulin

Square, Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed
the Agreement for Outdoor Colour Banner with Hangzhou Power
Advertising Co., Ltd.; Hangzhou Shiyou Advertisement
Planning Co., Ltd undertakes to transfer its rights and
obligations under the above agreement to Hangzhou Yibo
Advertising Co., Ltd. and complete the relevant formalities
for transfer as soon as possible. 

No license and permit. As explained by the Company, the
billboard is a temporary one and is actually managed by
Hangzhou Wulin Square Management Committee.
	 
	 	 	 	 	 	 
	25

	 	49 light pole

banners on Wulin

Square, Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed
the Agreement for Wulin Square Banner Advertising with
Hangzhou Wulin Square Management Committee; Hangzhou Shiyou
Advertisement Planning Co., Ltd. undertakes to transfer its
rights and obligations under the above agreement to Hangzhou
Yibo Advertising Co., Ltd. and complete the relevant
formalities for transfer as soon as possible.. 

No license and permit. As explained by the Company, the
billboard is a temporary one and is actually managed by
Hangzhou Wulin Square Management Committee.
	 
	 	 	 	 	 	 
	26

	 	East of Zhejiang
Exhibition Hall on
Wulin Square,
Hangzhou
	 	34m ×6m ×1 side
	 	The Company has signed the Advertising Contract with
Hangzhou Yangcheng Advertising Co., Ltd.; 

No other licenses and permits. As explained by the Company,
the billboard is a temporary one and is actually managed by
Hangzhou Yangcheng Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	27

	 	6 columns Tianhe

Airport Road, Wuhan
	 	Unipole billboard

20m ×7m × 2 sides
	 	The Company has signed the Outdoor Advertising Contract with
Wuhan Lineland Advertising Co., Ltd.; 

Outdoor Advertisement Setup Permit (Temporary) (WCGZ (2007)
No. 37) issued by Wuhan Urban Administration, which
specifies the valid period as from September 15, 2007 to
September 14, 2008, overall form as unipole, media as inkjet
paining, size as 20m ×7m and number as 1.
	 
	 	 	 	 	 	 
	28

	 	At the entrance to
Victory Park,
Renmin Street,
Changchun
	 	Unipole (doublte-side)

18m ×6m × 2 sides
	 	The Company has signed has signed the Outdoor Contract with
Changchun Haotian Advertising Co., Ltd.; 

Decision for Unipole Advertisement Setup (No.: SGG
200510170060), which specifies the setup content as the
unipole advertisement, period as from January 1, 2006 to
December 31, 2010, style and size as steel structure,
ink-jet painting, with upper and lower lights, two sides
(one side in 18m (L) and 6m (H), pole diameter of 1.2m and
total height of 18m .






67









 






	 	 	 	 	 	 	 
	Sr.	 	Location of	 	 	 	 
	No.	 	Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	29

	 	Location A, Wall

Surface, Chengcheng

Plaza, Dianchi

Road, Kunming
	 	Wall billboard

19m ×10m
	 	The Company has signed the Outdoor Advertising Contract with
Kunming Shengmeida Advertising Co., Ltd; 

Notice for Transition of Temporary Outdoor Setup upon
Expiration (XCGHWGGTZ [2008] No. 11) issued by Kunming
Xishan District Urban Administration, which specifies the
transitional period as from April 7, 2008 to December 31,
2008, and the setup form as the ink-jet painting plus
frontlit decoration; 

Outdoor Advertisement Registration Certificate (KGS (2008)
HWGDZ No. 0380) issued by Kunming Administration for
Industry and Commerce, which specifies the advertising media
as poster, the size as 19×10=190m2 , type as
business outdoor advertisement and the period from May 30,
2008 to December 31, 2008.
	 
	 	 	 	 	 	 
	30

	 	X2 Xiaoshan

International

Airport, Hangzhou
	 	Unipole

18m ×6m × 2 sides
	 	The Company has signed the Outdoor Advertising Contract with
Hangzhou Liangche Advertising Co., Ltd.;

No other licenses and permits. As explained by the Company,
the billboard is actually managed by the airport.
	 
	 	 	 	 	 	 
	31

	 	Car Park No. 1,
Hongluo Temple,
Huairou District,
Beijing
	 	Ground-mounted

showboard, 3m×4m
	 	Huairou County Huairou Town Luzhuang Economic Cooperatives
and Beijing Yurun Advertising Co., Ltd. signed the Land
Occupation Agreement on February 26, 2002, which stipulates
that Huairou County Huairou Town Luzhuang Economic
Cooperatives agrees to allow Beijing Yurun Advertising Co.,
Ltd. to set up guideposts at Hongluo Temple No. 1 Car Park
under the custody of Huairou County Huairou Town Luzhuang
Economic Cooperatives. Beijing Yurun Advertising Co., Ltd.
issued the power of attorney in March, 2007, stating that it
will transfer its advertising cooperation project with
Beijing McDonalds Food Co., Ltd. in Huairou District to
Beijing Longrich Advertising Media Co., Ltd., and that the
relevant cooperation content and terms will be as per the
original contract.
Currently, the land occupation agreement is actually
performed by Beijing Longrich Advertising Media Co., Ltd.

No other licenses and permits.
	 
	 	 	 	 	 	 
	32

	 	At the juncture of
Futong East Street,
Guangshun South
Street, and
Huajiadi South
Street, Wangjing,
Beijing
	 	Banners
	 	The Company has signed the Outdoor Advertising Contract with
Beijing Meizhong Times Media Advertising Co., Ltd.; 

No other licenses and permits. As explained by the Company,
the billboard is temporary and is actually managed by
Beijing Meizhong Times Media Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	33

	 	Mutianyu

Round-about,

Huairou District
	 	Ground-mounted

showboard, 3m×6m
	 	Beijing Longrich Advertising Media Co., Ltd. has signed the
Agreement for Land Occupation with Quansuo Yang; 

No other licenses and permits. As per description of the
Company, the billboard is erected in the courtyard of
Quansuo Yang and is actually managed by Quansuo Yang.





As for the above billboards involved in the businesses of the Company, the Company has signed the
written agreements mentioned above, and has procured the relevant parties to process or provide the
above qualification, approval and third-party licensing. The Company will, or procure the relevant
parties to, make every endeavour to handle (i) the certification and licensing required for the
Company to undertake the business activities as prescribed by laws and regulations of China, and;
(ii) all other documents such as licensing and agreement required to obtain the billboard points,
and licensing required to undertake the design, production, consignment and publication of
advertisement, including but not limited to the formalities of registration and application for
relevant licensing to be performed at the national and local administration for industry and
commerce and other related administrative departments in China, and (iii) the formalities to ensure
that all such licenses remain valid. Despite the above, due to the specialty of outdoor advertising
industry and the reasons of the local governmental





68











 




authorities, the Company or related parties cannot completely perform all the formalities
prescribed by the Chinese laws and regulations. However, by now, the Company has not received any
notice from the governmental authorities for penalty in connection with the operation of the above
billboards.




7.5(1) Financial Report



Nil




7.5(2) Related Transactions between the existing shareholders and the Company



Yigang Zhao has provided several loans to the Company. As of June 30, 2008, the Company
still owed Yigang Zhao RMB 4,413,210.93 (subject to the accurate amount as audited by PwC).




7.6 Major Debts (referring to debts in the amount of over RMB 1 million)




(1) Debts



Yigang Zhao has provided several loans to the Company; for more information, see Section
7.12 hereof.




7.7 Capital Structure



The Company’s shareholders’ equity structure is as follows:




	 	 	 	 	 	 	 
	Name	 	Contribution (RMB)	 	Share	 
	Yigang Zhao
	 	RMB 3,750,000	 	 	75	%
	Bin He
	 	RMB 500,000	 	 	10	%
	Youyi Wang
	 	RMB 500,000	 	 	10	%
	Ting Li
	 	RMB 250,000	 	 	5	%






7.8 No Changes



(1) Shanghai Longli Advertising Media Co., Ltd. signed with Euro RSCG in March 2007 the
Outdoor Advertising Contract for “Shanghai East China Hospital Recreation and Recuperation Building
Roof Billboard”, with the advertising period from May 26, 2008 to May 25, 2009 and the advertising
client as VOLVO Automobile. Euro RSCG failed to pay the advertising fees to Shanghai Longli
Advertising Media Co., Ltd. on May 10, 2008 in accordance with the contract. Although Shanghai
Longli Advertising Media Co., Ltd. had demanded it to make payment several times, Euro RSCG has not
yet made the payment to Shanghai Longli Advertising Media Co., Ltd. by now. On June 4, 2008,
Shanghai Longli Advertising Media Co., Ltd. brought a lawsuit to Beijing Dongcheng District
People’s Court against Euro RSCG.



(2) The Company signed with Beijing Xingtai Real Estate Development Co., Ltd. on May 30, 2008 the
Contract for Capital Airport Outdoor Advertising of Jiarunyuan International Community, according
to which, the Company shall publish the advertisement of Beijing Xingtai Real Estate Development
Co., Ltd. on the billboard on the building roof opposite to the terminal building of Beijing
Capital Airport for a period from June 16, 2008 to July 15, 2008. The Company is now under the
process of renewal.



(3) The Company signed with Beijing Asiaray Advertising Co., Ltd. in July 2008 the Purchase
Agreement, according to which, Beijing Asiaray Advertising Co., Ltd. leased the media of Yanhuang
Shengshi on East 4th Ring Road for two days (from July 5 to 6, 2008). The above purchase agreement
has been performed.



(4) The Company signed with Shenzhen PBI Advertising Co., Ltd. on July 9, 2007 the Advertising
Lease Contract, according to which, the Company entrusted Shenzhen PBI Advertising Co., Ltd. to





69









 







produce and publish the outdoor advertisement at (Foton Entrance) K112 km north of Guang-Shen
Expressway, for a period from July 10, 2007 to July 9, 2008. The above contract has been performed.



According to the Outdoor Contract, the Outdoor Advertising Contract and its Appendix signed by the
Company with Shenzhen Guobang Advertising Co., Ltd., Shenzhen Guobang Advertising Co., Ltd.
entrusted the Company to publish the outdoor advertisement at the juncture of Airport Expressway
and Shennan Avenue for a period from July 15, 2007 to July 14, 2008. The above contract has been
performed.



(5) According to the Advertising Contract signed by and between Yanhuang Shengshi and Beijing Gehua
Advertising Co., Ltd. on April 10, 2008, Yanhuang Shengshi entrusted Beijing Gehua Advertising Co.,
Ltd. to publish the advertisement on the first billboard from the north on the wall of Xidan
Shopping Mall for a period from April 18 to July 17, 2008. According to the Outdoor Contract signed
by and between the Company and Beijing Huawen-Asatsu Advertising Co., Ltd. on April 8, 2008,
Beijing Huawen-Asatsu Advertising Co., Ltd. entrusted the Company to publish the advertisement on
the first billboard from the north on the wall of Xidan Shopping Mall for a period from April 18 to
July 17, 2008. The Company has been informed by Beijing Gehua Advertising Co., Ltd. that Beijing
Gehua Advertising Co., Ltd. has removed the media in accordance with the requirement of the
governmental authority. The above two contracts have been terminated for performance.



(6) On July 8, 2008, Yanhuang Shengshi and Changping District Shahe Township People’s Government
signed the Agreement for Billboard Fabrication, according to which, Yanhuang Shengshi shall
fabricate and install 10 double-side billboards in accordance with the requirement of Changping
District Shahe Township People’s Government; Changping District Shahe Township People’s Government
shall pay RMB 300,000 to Yanhuang Shengshi for the work; Yanhuang Shengshi shall be liable for
maintaining the erected billboards for 1 year as from the date of acceptance.



(7) On July 10, 2008, Yanhuang Shengshi and Beijing Meidian Enterprise Planning Co., Ltd. signed
the Agreement for Billboard Fabrication, according to which, Beijing Meidian Enterprise Planning
Co., Ltd. shall fabricate and install 10 double-side billboards in accordance with the requirement
of Yanhuang Shengshi; Yanhuang Shengshi shall pay RMB 175,000 to Beijing Meidian Enterprise
Planning Co., Ltd. for the work, Beijing Meidian Enterprise Planning Co., Ltd., shall be liable for
maintaining the erected billboards for 1 year as from the date of acceptance.



(8) Yanhuang Shengshi and Fleishman-Hillard International Communications Co., Ltd. signed the
Contract, according to which, Yanhuang Shengshi shall fabricate and install the Benz Light Box at
the car park of National Centre for Performing Arts in accordance with the requirement of
Fleishman-Hillard International Communications Co., Ltd.; Fleishman-Hillard International
Communications Co., Ltd. shall pay RMB 82,648 to Yanhuang Shengshi; Yanhuang Shengshi shall be
liable for maintaining the erected billboard for 1 year as from the date of acceptance.



(9) On July 3, 2008, Yanhuang Shengshi and Beijing United Creative Scrolling Light Box Factory
signed the Agreement for Fabrication of Scrolling Light Boxes, according to which, Beijing United
Creative Scrolling Light Box Factory shall be responsible to fabricate 2 units of 160 profile
scrolling light boxes, for which Yanhuang Shengshi shall pay RMB 26,106.6, and Beijing United
Creative Scrolling Light Box Factory shall be responsible for the one-year maintenance as from the
installation date of the scrolling light boxes.




7.9 Taxation



Nil




7.10.1 All the fixed assets and intangible assets



The Company currently possesses the following fixed assets:





70









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	 	Names	 	Specification	 	 	Unit Price	 	 	Qty	 	 	Amount	 	 	Deprecation Period	 	 	Residual Value	 	 	Type	 	 	Date of Purchase	 
	 	2000G1	 	 	Computer
	 	Apple	 	 	18,800.00	 	 	 	3	 	 	 	56,400.00	 	 	 	5	 	 	 	5,640.00	 	 	 	4	 	 	 	2000.06[3]	 
	 	2000G2	 	 	Printer
	 	 	 	 	 	 	26,500.00	 	 	 	1	 	 	 	26,500.00	 	 	 	5	 	 	 	2,650.00	 	 	 	4	 	 	 	2000.06[3]	 
	 	2000G3	 	 	Scanner
	 	 	 	 	 	 	12,715.00	 	 	 	1	 	 	 	12,715.00	 	 	 	5	 	 	 	1,271.50	 	 	 	4	 	 	 	2000.06[3]	 
	 	 	 	 	Depreciation
(Jul-Dec)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95615.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2001G1	 	 	Safe
	 	 	 	 	 	 	680.00	 	 	 	1	 	 	 	680.00	 	 	 	5	 	 	 	68.00	 	 	 	 	 	 	 	2001.01[5]	 
	 	2001G2	 	 	Furniture
	 	 	 	 	 	 	2,220.00	 	 	 	1	 	 	 	2,220.00	 	 	 	5	 	 	 	222.00	 	 	 	 	 	 	 	2001.01[5]	 
	 	2001G3	 	 	Scanners
	 	 	 	 	 	 	5,000.00	 	 	 	1	 	 	 	5,000.00	 	 	 	5	 	 	 	500.00	 	 	 	 	 	 	 	2001.01[13]	 
	 	2001G4	 	 	Computers
	 	 	 	 	 	 	25,881.00	 	 	 	1	 	 	 	25,881.00	 	 	 	5	 	 	 	2,588.10	 	 	 	 	 	 	 	2001.01[14]	 
	 	 	 	 	Depreciation (Feb)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	129,396.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2001G5	 	 	Mobile phones
	 	V8088	 	 	2,980.00	 	 	 	2	 	 	 	5,960.00	 	 	 	5	 	 	 	596.00	 	 	 	 	 	 	 	2001.02[1]	 
	 	 	 	 	Depreciation (Mar)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	135,356.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2001G6	 	 	CD Writers
	 	 	 	 	 	 	2,540.00	 	 	 	1	 	 	 	2,540.00	 	 	 	 	 	 	 	254.00	 	 	 	 	 	 	 	2001.03[20]	 
	 	 	 	 	Depreciation (Apr)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	137896.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2001G7	 	 	Photocopiers
	 	Sharp	 	 	12,300.00	 	 	 	1	 	 	 	12,300.00	 	 	 	5	 	 	 	1,230.00	 	 	 	 	 	 	 	2001.04[3]	 
	 	2001G8	 	 	Printers
	 	EPSON	 	 	4,119.00	 	 	 	1	 	 	 	4,119.00	 	 	 	5	 	 	 	411.90	 	 	 	 	 	 	 	2001.04[4]	 
	 	2001G9	 	 	Camera
	 	Fuji	 	 	6,000.00	 	 	 	1	 	 	 	6,000.00	 	 	 	5	 	 	 	600.00	 	 	 	 	 	 	 	2001.04[24]	 
	 	 	 	 	Depreciation
(May~Jun)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	160,315.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2001G10	 	 	Computer
	 	Apple	 	 	19,800.00	 	 	 	1	 	 	 	19,800.00	 	 	 	5	 	 	 	1,980.00	 	 	 	 	 	 	 	2001.06[8]	 
	 	 	 	 	Depreciation
(Jul-Dec)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	180,115.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2002G1	 	 	Colour TV set
	 	 	 	 	 	 	10,280.00	 	 	 	1	 	 	 	10,280.00	 	 	 	5	 	 	 	1,028.00	 	 	 	 	 	 	 	2002.02[18]	 
	 	 	 	 	Depreciation
(Mar~May)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	190,395.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2002G2	 	 	Furniture
	 	 	 	 	 	 	74,555.00	 	 	 	 	 	 	 	74,555.00	 	 	 	5	 	 	 	7,455.50	 	 	 	 	 	 	 	2002.5.20	 
	 	2002G3	 	 	Computer
	 	 	 	 	 	 	45,500.00	 	 	 	 	 	 	 	45,500.00	 	 	 	5	 	 	 	4,550.00	 	 	 	 	 	 	 	2002.5.54	 
	 	 	 	 	Depreciation (Jun)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	310,450.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2002G4	 	 	Laptop
	 	 	 	 	 	 	10,000.00	 	 	 	3	 	 	 	30,000.00	 	 	 	5	 	 	 	3,000.00	 	 	 	 	 	 	 	2002.6.10	 
	 	2002G5	 	 	Furniture
	 	 	 	 	 	 	3,0000.00	 	 	 	 	 	 	 	30,000.00	 	 	 	5	 	 	 	3,000.00	 	 	 	 	 	 	 	2002.6.26	 
	 	 	 	 	Depreciation
(Jul~Nov)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	370,450.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2002G6	 	 	Tax Control Device
	 	 	 	 	 	 	4,130.00	 	 	 	 	 	 	 	4,130.00	 	 	 	5	 	 	 	413.00	 	 	 	 	 	 	 	2002.11.54	 
	 	 	 	 	Depreciation
(Dec~Jun)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	374,580.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2003G1	 	 	Laptop
	 	BOE	 	 	11,500.00	 	 	 	1	 	 	 	11,500.00	 	 	 	5	 	 	 	1,150.00	 	 	 	 	 	 	 	2003.6.[31]	 
	 	2003G2	 	 	Bookbinding Machine
	 	 	 	 	 	 	448.00	 	 	 	1	 	 	 	448.00	 	 	 	5	 	 	 	44.80	 	 	 	 	 	 	 	2003.6.[31]	 
	 	 	 	 	Depreciation
(Jul~Oct)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	386,528.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2003G3	 	 	Laptop
	 	HP	 	 	13,200.00	 	 	 	1	 	 	 	13,200.00	 	 	 	5	 	 	 	1,320.00	 	 	 	 	 	 	 	2003.10.[6]	 
	 	 	 	 	11Depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	399728.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2003G4	 	 	Digital Projector
	 	Sony	 	 	5,425.00	 	 	 	1	 	 	 	5,425.00	 	 	 	5	 	 	 	542.50	 	 	 	 	 	 	 	2003.11[76]	 
	 	 	 	 	Depreciation
(Dec~Feb)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	405,153.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2004G1	 	 	Canon digital camera
	 	 	 	 	 	 	16,870.00	 	 	 	1	 	 	 	16,870.00	 	 	 	5	 	 	 	1,687.00	 	 	 	 	 	 	 	2004.02[28]	 
	 	 	 	 	Depreciation (Mar)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	422,023.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2004G2	 	 	Computer
	 	 	 	 	 	 	14,092.50	 	 	 	2	 	 	 	28,185.00	 	 	 	5	 	 	 	2,818.50	 	 	 	 	 	 	 	2004.03.[26]	 
	 	2004G3	 	 	IBM Computer
	 	 	 	 	 	 	17,000.00	 	 	 	1	 	 	 	17,000.00	 	 	 	5	 	 	 	1,700.00	 	 	 	 	 	 	 	2004.03.[37]	 
	 	 	 	 	Depreciation
(Apr~Oct)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	467,208.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2004G4	 	 	Air conditioners
	 	Midea	 	 	5,236.00	 	 	 	8	 	 	 	41,888.00	 	 	 	5	 	 	 	4,188.80	 	 	 	 	 	 	 	2004.10[18]	 
	 	2004G5	 	 	Air conditioners
	 	Midea	 	 	1,288.00	 	 	 	3	 	 	 	3,864.00	 	 	 	5	 	 	 	386.40	 	 	 	 	 	 	 	2004.10[24]	 
	 	 	 	 	Depreciation
Nov~Dec)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	512,960.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2004G6	 	 	Server
	 	HP	 	 	15,000.00	 	 	 	1	 	 	 	15,000.00	 	 	 	5	 	 	 	1,500.00	 	 	 	 	 	 	 	2004.12.[22]	 
	 	2004G7	 	 	Office furniture
	 	 	 	 	 	 	101,000.00	 	 	 	1	 	 	 	101000.00	 	 	 	5	 	 	 	10,100.00	 	 	 	 	 	 	 	2004.12.[23]	 






71









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	 	Names	 	Specification	 	 	Unit Price	 	 	Qty	 	 	Amount	 	 	Deprecation Period	 	 	Residual Value	 	 	Type	 	 	Date of Purchase	 
	 	2004G8	 	 	HP Laptop
	 	HP	 	 	9,890.00	 	 	 	2	 	 	 	19,780.00	 	 	 	 	 	 	 	1,978.00	 	 	 	 	 	 	 	2004.12[41]	 
	 	2004G9	 	 	HP1160Printer
	 	HP	 	 	2,850.00	 	 	 	1	 	 	 	2,850.00	 	 	 	 	 	 	 	285.00	 	 	 	 	 	 	 	2004.12[41]	 
	 	2004G10	 	 	File cabinet
	 	 	 	 	 	 	450.00	 	 	 	3	 	 	 	1,350.00	 	 	 	 	 	 	 	135.00	 	 	 	 	 	 	 	2004.12[57]	 
	 	 	 	 	Depreciation (Jan.
2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	652,940.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G1	 	 	Laptop
	 	 	 	 	 	 	9,480.00	 	 	 	1	 	 	 	9,480.00	 	 	 	5	 	 	 	948.00	 	 	 	 	 	 	 	2005.01[12]	 
	 	2005G2	 	 	UPS
	 	 	 	 	 	 	460.00	 	 	 	1	 	 	 	460.00	 	 	 	5	 	 	 	46.00	 	 	 	 	 	 	 	2005.01[63]	 
	 	2005G3	 	 	Iron-sheet cabinet
	 	 	 	 	 	 	150.00	 	 	 	3	 	 	 	450.00	 	 	 	5	 	 	 	45.00	 	 	 	 	 	 	 	2005.01[67]	 
	 	 	 	 	Depreciation
(Feb~Mar 2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	663,330.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G4	 	 	Projector
	 	 	 	 	 	 	13,000.00	 	 	 	1	 	 	 	13,000.00	 	 	 	5	 	 	 	1,300.00	 	 	 	 	 	 	 	2005.03[23]	 
	 	 	 	 	Depreciation (Apr
2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	676,330.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G5	 	 	IBM Laptop
	 	 	 	 	 	 	12,958.00	 	 	 	1	 	 	 	12,958.00	 	 	 	5	 	 	 	1,295.80	 	 	 	 	 	 	 	2005.04[68]	 
	 	 	 	 	Depreciation (May
2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	689,288.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G6	 	 	Laptop
	 	 	 	 	 	 	7,300.00	 	 	 	2	 	 	 	14,600.00	 	 	 	5	 	 	 	1,460.00	 	 	 	 	 	 	 	2005.05[9]	 
	 	2005G7	 	 	Laptop
	 	 	 	 	 	 	5,350.00	 	 	 	1	 	 	 	5,350.00	 	 	 	5	 	 	 	535.00	 	 	 	 	 	 	 	2005.05[9]	 
	 	 	 	 	Depreciation (Jun
2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	709,238.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G8	 	 	Digital camera
	 	 	 	 	 	 	2,950.00	 	 	 	1	 	 	 	2,950.00	 	 	 	5	 	 	 	295.00	 	 	 	 	 	 	 	2005.05[67]	 
	 	 	 	 	Depreciation (Jul
2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	712,188.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (Jun
2000)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
(Jul~Sept 2005)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2005G9	 	 	Computer
	 	Acer	 	 	4,712.50	 	 	 	4	 	 	 	18,850.00	 	 	 	5	 	 	 	1,885.00	 	 	 	 	 	 	 	2005.09[4]	 
	 	2005G9	 	 	Computer
	 	Acer	 	 	8,800.00	 	 	 	1	 	 	 	8,800.00	 	 	 	5	 	 	 	880.00	 	 	 	 	 	 	 	2005.09[4]	 
	 	2005G9	 	 	Computer
	 	Acer	 	 	4,825.00	 	 	 	2	 	 	 	9,650.00	 	 	 	5	 	 	 	965.00	 	 	 	 	 	 	 	2005.09[55]	 
	 	 	 	 	Depreciation
(Oct~Dec, 2005~July
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	749,488.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2006G1	 	 	Computer
	 	 	 	 	 	 	19,446.00	 	 	 	1	 	 	 	19,446.00	 	 	 	5	 	 	 	1,944.60	 	 	 	 	 	 	 	2006.07[61]	 
	 	2006G2	 	 	Vehicle
	 	 	 	 	 	 	128,204.00	 	 	 	1	 	 	 	128,204.00	 	 	 	10	 	 	 	12,820.40	 	 	 	 	 	 	 	2006.07[84]	 
	 	 	 	 	Depreciation (Aug
2006)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	897,138.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (2001)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation (Aug
2006~Feb)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (Feb
2002)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation (Mar
2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2007G1	 	 	Lenovo Computer
	 	 	 	 	 	 	7,090.00	 	 	 	2	 	 	 	14,180.00	 	 	 	5	 	 	 	1,418.00	 	 	 	 	 	 	 	2007.03[15]	 
	 	2007G2	 	 	Computer
	 	 	 	 	 	 	5,700.00	 	 	 	1	 	 	 	5,700.00	 	 	 	5	 	 	 	570.00	 	 	 	 	 	 	 	2007.03[35]	 
	 	 	 	 	Depreciation
(Apr~May 2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	917,018.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (May
2002)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation (Jun
2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (Jun
2002)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






72









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	 	Names	 	Specification	 	 	Unit Price	 	 	Qty	 	 	Amount	 	 	Deprecation Period	 	 	Residual Value	 	 	Type	 	 	Date of Purchase	 
	 	 	 	 	Depreciation
(Jul~Aug 2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2007G3	 	 	CLP300 Printer
	 	 	 	 	 	 	1,900.00	 	 	 	2	 	 	 	3,800.00	 	 	 	5	 	 	 	380.00	 	 	 	 	 	 	 	2007.08[11]	 
	 	2007G4	 	 	clx2160 Printer
	 	 	 	 	 	 	3,300.00	 	 	 	1	 	 	 	3,300.00	 	 	 	5	 	 	 	330.00	 	 	 	 	 	 	 	2007.08[11]	 
	 	2007G5	 	 	Laptop
	 	Toshiba	 	 	7,800.00	 	 	 	1	 	 	 	7,800.00	 	 	 	5	 	 	 	780.00	 	 	 	 	 	 	 	2007.08[13]	 
	 	2007G6	 	 	Gree Air Conditioner
	 	 	 	 	 	 	2,178.00	 	 	 	1	 	 	 	2,178.00	 	 	 	5	 	 	 	217.80	 	 	 	 	 	 	 	2007.08[28]	 
	 	 	 	 	Depreciation (Sept
2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	934,096.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2007G4	 	 	Laptop
	 	 	 	 	 	 	10,036.00	 	 	 	1	 	 	 	10,036.00	 	 	 	5	 	 	 	1,003.60	 	 	 	 	 	 	 	2007.09[4]	 
	 	 	 	 	Depreciation
(Oct~Nov 2007)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	944,132.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation
completed (Nov
2002)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation (Dec
2007~Jan)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2008G1	 	 	Computer
	 	 	HP6305	 	 	 	6,100.00	 	 	 	1	 	 	 	6,100.00	 	 	 	5	 	 	 	610.00	 	 	 	 	 	 	 	2008.01 [4]	 
	 	2008G2	 	 	Laptop
	 	 	HP520	 	 	 	5,820.00	 	 	 	1	 	 	 	5,820.00	 	 	 	5	 	 	 	582.00	 	 	 	 	 	 	 	2008.01 [4]	 
	 	 	 	 	Depreciation
(Feb~Mar 2008)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	956,052.00	 	 	 	 	 	 	 	95,605.20	 	 	 	 	 	 	 	 	 
	 	2008G3	 	 	Laptop
	 	 	 	 	 	 	6,600.00	 	 	 	1	 	 	 	6,600.00	 	 	 	5	 	 	 	660.00	 	 	 	 	 	 	 	2008.03 [16]	 
	 	 	 	 	Depreciation (Apr
2008)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	962,652.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2008G4	 	 	Printer
	 	 	HP1008	 	 	 	1,130.00	 	 	 	1	 	 	 	1,130.00	 	 	 	5	 	 	 	113.00	 	 	 	 	 	 	 	2008.04 [19]	 
	 	2008G5	 	 	Computer
	 	HP	 	 	5,900.00	 	 	 	1	 	 	 	5,900.00	 	 	 	5	 	 	 	590.00	 	 	 	 	 	 	 	2008.04 [19]	 
	 	2008G6	 	 	GB Tax
Control Device
	 	 	 	 	 	 	3,410.00	 	 	 	1	 	 	 	3,410.00	 	 	 	5	 	 	 	341.00	 	 	 	 	 	 	 	2008.04 [31]	 
	 	 	 	 	2006 Vehicle Sold
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-128,204.00	 	 	 	 	 	 	 	-12,820.40	 	 	 	 	 	 	 	 	 
	 	 	 	 	Depreciation (May
2008)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	844,888.00	 	 	 	 	 	 	 	84,488.80	 	 	 	 	 	 	 	 	 
	 	2008G7	 	 	Purchase of copier
	 	Toshiba	 	 	8,800.00	 	 	 	1	 	 	 	8,800.00	 	 	 	5	 	 	 	880.00	 	 	 	 	 	 	 	2008.05 [27]	 
	 	 	 	 	Depreciation (June
2008)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	853,688.00	 	 	 	 	 	 	 	85,368.80	 	 	 	 	 	 	 	 	 





The Company currently possesses the following intangible assets:



The Company has currently registered the following corporate domain name:



http://www.adsoutdoor.com.cn




7.10.2 Deposit balance of the Company and related companies in bank accounts



As of August 3, 2008, the deposit balance of the Company and related companies in different
bank accounts is as follows:




	 	 	 	 	 	 	 
	Names of Companies	 	Deposit Accounts	 	Deposit Balance	 
	The Company
	 	Current account at Agricultural Bank of China	 	 	12,118,779.89	 
	 
	 	Current account at Bank of Beijing	 	 	9,393,847.81	 
	 
	 	Current account at Minsheng Bank	 	 	46,369.76	 
	 
	 	Investment account at Minsheng Bank	 	 	10,000,000.00	 
	Beijing Shenzhou Shengshi Advertising Co., Ltd.
	 	Current account at Bank of Beijing	 	 	988,961.41	 
	Beijing Longrich Advertising Media Co., Ltd.
	 	Current account at Bank of Beijing	 	 	231,332.85	 







73









 






	 	 	 	 	 	 	 
	Names of Companies	 	Deposit Accounts	 	Deposit Balance	 
	Shanghai Longli Advertising Media Co., Ltd.
	 	Account at Bank of Shanghai	 	 	887,097.73	 
	 
	 	Current account at Agricultural Bank of China	 	 	44,377.02	 
	Hangzhou Yibo Advertising Co., Ltd.
	 	Account at Commercial Bank	 	 	975,596.00	 
	 
	 	Total	 	 	34,686,362.47	 







7.11 Real Estates



(1) The Company possesses no properties (including the land use right and house ownership).



(2) Properties leased by the Company





	i.	 	According to the House Lease Contract signed by and between the Company and Beijing Chaoyang
District Wangxihong TCM Clinic on March 17, 2004 and the Supplementary Agreement signed on May
23, 2004, Beijing Chaoyang District Wangxihong TCM Clinic leased the houses on the first and
second floors of Building No. 31, Mofangnangli, Chaoyang District, Beijing (with the exception
of 140 m2 street-faced unit on the first floor west, hereinafter referred to as the
“two-storey house”) to the Company, with a floorage of 1,460m2 and for a lease
period of 9 years from September 1, 2004 to August 31, 2013; during the leased period, Beijing
Chaoyang District Wangxihong TCM Clinic also leased to the Company the three-bedroom unit
numbered 10 on the second floor of Building No. 37 (hereinafter referred to as the
“three-bedroom unit”) connected with the second floor of Building No. 31, Mofangnanli .
	 
	 	 	Beijing Chaoyang District Wangxihong TCM Clinic only provided the JFQZCQ (2005) No. 00984 House
Property Certificate issued on January 112, 2005 by Beijing Chaoyang District Administration of
State Land Resources and Housing. Beijing Chaoyang District Wangxihong TCM Clinic probably has
not the house property certificate or the land certificate for the three-bedroom house, or the
land certificate for the two-storey house.
	 
	ii.	 	According to the House Lease Contract signed by and between the Company and North China Power
Engineering (Beijing) Co., Ltd. on March 24, 2005, the Company leased the house (with a
floorage of 337m2) at F/1, Building No. 31, Mofangnanli, Chaoyang District, Beijing to North
China Power Engineering (Beijing) Co., Ltd for use, with a lease period of 3 years from May 1,
2005 to April 30, 2008 and at a monthly rent of RMB 13,750. The Company has not yet obtained
any document issued by Beijing Chaoyang District Wangxihong TCM Clinic on approving the
sublease of the above house.
	 
	iii.	 	Beijing Huairou District Miaocheng Township People’s Government provided the house at No. 320
Shizi Street South, Miaocheng Town, Huairou District of Beijing to the Company and Beijing
Shenzhou Shengshi Advertising Co., Ltd. for use. Beijing Huairou District Miaocheng Township
People’s Government probably has not the House Property Certificate or Land Certificate of the
above house, and it had not signed the lease contract with the Company or Beijing Shenzhou
Shengshi Advertising Co., Ltd.
	 
	iv.	 	According to the House Lease Contract signed on March 1, 2008 by and between Beijing Chaoyang
District Agricultural Machinery Service Centre and Longrich Advertising, Beijing Chaoyang
District Agricultural Machinery Service Centre leased the No. 221 House at A-8 Courtyard,
Beisantiao, Tuanjiehu, Chaoyang District of Beijing to Longrich Advertising, with a lease
period from March 1, 2008 to the end of February, 2010. Beijing Chaoyang District Agricultural
Machinery Service Centre probably has not the House Property Certificate or Land Certificate
of the above house.
	 
	v.	 	According to the House Lease Contract signed on July 10, 2008 by and between Shanghai
Longli and Shaohua Mo, Shaohua Mo leased Rm. 402, Building No. 1, Tianbao Huating, Siping
Road, Shanghai to Shanghai Longli for use as office, with a lease period from July 11, 2008 to
July 10, 2009. Shaohua Mo has provided the HFDHZ [2004] No. 024067 House Property Certificate
of the above house issued by Shanghai Hongkou District Real Estate Registration Division on
November 10, 2004.






74











 






	vi.	 	According to the House Lease Agreement signed on February 20, 2005 by and between
Shanghai Longli and Qingpu Count Shangta Construction and Installation Engineering Co., Ltd.,
Qingpu Count Shangta Construction and Installation Engineering Co., Ltd. leased Rm. 503, Lane
88, 102 Shangzhou Road, Jinze Town, Qingpu District of Shanghai to Shanghai Longli, with a
lease period from February 28, 2005 to February 27, 2015. Qingpu Count Shangta Construction
and Installation Engineering Co., Ltd. probably had not the House Property Certificate or Land
Certificate for the above house.




None of the above house leases have been filed and registered with the competent governmental
department.





	7.12	 	Major Contracts






	(1)	 	On August 20, 2007, the Company signed the RMB Wealth Management Product Contract of
China Minsheng Bank with China Minsheng Banking Corp., Ltd. According to the contract, the
Company purchased from China Minsheng Banking Corp., Ltd the wealth management product of
“Minsheng Stable Financial Scheme No. W73”, with the value date of August 30, 2007 and the
expiry date of August 30, 2008. The Company deposited one million only in the wealth
management account as the principal of RMB financial products for transaction of RMB financial
products.
	 
	(2)	 	On June 30, 2008, the Company, Xihong Wang and Yigang Zhao signed the Agreement for Credit
and Debt Restructuring. According to the agreement, the Company transferred to Yigang Zhao its
credit of RMB 1.62 million payable by Xihong Wang, and Yigang Zhao waived the Company’s debt
of RMB 1.62 million payable to him.
	 
	(3)	 	Details of business contracts are as follows:
	 
	 	 	For more information, see Section 8.0 of the Disclosure.
	 
	(4)	 	For information, refer to Section 7.15 herein.
	 
	7.13	 	Intellectual Properties




The Company possesses the following intellectual properties:



The corporate domain name: http://www.adsoutdoor.com.cn





	7.14	 	Insurance




Since 2002, for some of its employees (for details of the employees for whom the Company
pays the social insurance premium, see Section 7.18(2) herein), the Company has timely rendered
pays social insurance premium (including endowment, unemployment, industrial injury, childbearing
and medical insurance), without any breach of contract. In addition, the Company has purchased the
property insurance, for which Pacific Insurance Co., Ltd. Beijing Branch issued the Comprehensive
Policy of Property Insurance (Policy No.: 6800121022008000003).





	7.15	 	Disputes






	(1)	 	The Company and Blue Keynote (Beijing) International Media Advertising Co., Ltd.
(hereinafter referred to as “Blue Keynote”) signed a contract on December 6, 2004, according
to which, the Company entrusted Blue Keynote to publish the enterprise image advertisement of
Beiqi Foton Automotive at the Pole Advertising Point east of the north side Huayi Bridge at
the end of Capital International Airport Expressway, Chaoyang District, Beijing and the
Company paid RMB 950,000 to Blue Keynote, but Blue Keynote failed to perform its contractual
obligations. It is known that Blue Keynote has not obtained the authorization of the
advertising point and has no ability to perform the contract. Deeming the behaviour of Blue
Keynote as cheating, the Company brought a lawsuit to Beijing Congwen District People’s Court
against Blue Keynote. On March 27, 2006, Beijing Congwen District People’s Court made a court
decision to cancel the above contract and order Blue Keynote to pay to the Company an amount
of RMB 950,000. Blue Keynote refused to accept




75









 






	 	 	the first instance decision and appealed to Beijing No. 2 Intermediate People’s Court. On June
19, 2006, Beijing No. 2 Intermediate People’s Court dismissed the appeal and affirmed the
original judgment. On July 12, 2006, the Company applied to Beijing Congwen District People’s
Court for execution. During the execution, it was found that Blue Keynote was missing and there
was no property for execution. The Company could neither provide to the court the properties of
Blue Keynote or any clue of such properties. On September 12, 2006, Beijing Congwen District
People’s Court ruled for the termination of the execution procedure.






	(2)	 	Shanghai Longli Advertising Media Co., Ltd. and Euro RSCG signed the Outdoor Advertising
Contract for “Shanghai East China Hospital Recreation and Recuperation Building Roof
Billboard” in March 2007, with the advertising period from May 26, 2008 to May 25, 2009 and
the advertising client as VOLVO Automobile. Euro RSCG failed to pay the advertising fees to
Shanghai Longli Advertising Media Co., Ltd. on May 10, 2008 in accordance with the contract.
Although Shanghai Longli Advertising Media Co., Ltd. had demanded Euro RSCG to make payment
several times, Euro RSCG has not yet made the payment to Shanghai Longli Advertising Media
Co., Ltd. by now. On June 4, 2008, Shanghai Longli Advertising Media Co., Ltd. brought a
lawsuit to Beijing Dongcheng District People’s Court against Euro RSCG.
	 
	(3)	 	On October 26, 2007, regarding the matter for Shanghai Longli Advertising Media Co., Ltd. to
entrust Shanghai Everbright Advertising Media Co., Ltd. to advertise on consignment on the
work maintenance site of Shanghai Subway Xujiahui Station Ganghui Square Entrance, Shanghai
Longli Advertising Media Co., Ltd. and Shanghai Everbright Advertising Media Co., Ltd. signed
the Outdoor Advertising Contract, but Shanghai Everbright Advertising Media Co., Ltd. has
failed to perform the contract up to now and refuses to refund the payment according to the
“Termination Agreement” signed by the parties thereto. The above contract cannot be further
performed due to the breach of contract by the defaulting party.
	 
	(4)	 	On April 18, 2008, regarding the matter for the west advertising point on the roof of Yaojing
Hotel, Spring City Square, Jinan, the Company and Shandong Beidou Advertisement Co., Ltd.
signed the Contract for Advertisement Preparation and Publication. The Company has been orally
notified of dismantling Yaojing Hotel, Spring City Square.
	 
	(5)	 	The Company and Shenzhen PBI Advertising Co., Ltd. signed the “Shenzhen Guang-Shen
Expressway” Outdoor Advertising Contract. As the governmental department of Shenzhen was
regulating the outdoor advertisements, the formalities of renewal had not been completed for
the media. To avoid any risk, the Company has not made any payment in accordance with the
contract.
	 
	(6)	 	With respect to the advertisement contract between the Company and Ningbo Huangma Advertising
Co., Ltd on the unipole billboard at Zhongxing Road, Ningbo, as Hangzhou Jiayun Company failed
to pay to the Company the income from the billboard sales according to the brokerage contract,
the Company could not further perform the advertisement contract, and thus breached the
contract with Ningbo Huangma Advertising Co., Ltd. The Company will take the legal action
against Hangzhou Jiayun Company according to the actual situation. During the second
advertising year, the Company paid liquidated damages of RMB 10,000 to Ningbo Huangma
Advertising Co., Ltd., and the advertisement contract was thus terminated.






	 
	7.16	 	Governmental punishment, prohibition or instruction against the Company     




Disputes and litigations disclosed herein.





	7.18(2) Payrolls




As of the execution date of the Agreement, the payrolls for all the personnel and employees
of the Company and its related companies are as follows:







76









 








Beijing Yanhuang Shengshi Advertising Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	If social
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	insurance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sick &	 	 	 	 	 	 	 	 	 	 	 	premium is
	 	 	 	 	Basic	 	 	 	 	 	 	 	Personal	 	 	 	 	 	 	 	 	 	 	 	paid by the
	No.	 	Name	 	Salary	 	Bonus	 	Overtime	 	Leaves	 	Withholding	 	Others	 	Net Payroll	 	Company
	G01
	 	Youyi Wang

	 	 	8,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	75.00	 	 	 	7,925.00	 	 	Yes
	G02
	 	Yigang Zhao

	 	 	7,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	625.00	 	 	 	6,375.00	 	 	Yes
	G03
	 	Ting Li

	 	 	6,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	475.00	 	 	 	5,525.00	 	 	No
	G04
	 	Min Zheng

	 	 	6,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	475.00	 	 	 	5,525.00	 	 	Yes
	G05
	 	Hong Zhang

	 	 	5,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	400.00	 	 	 	5,100.00	 	 	Yes
	G06
	 	Enbin Hu

	 	 	4,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	175.00	 	 	 	3,825.00	 	 	Yes
	G07
	 	Jian He

	 	 	4,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	175.00	 	 	 	3,825.00	 	 	No
	G08
	 	Chao Pan

	 	 	3,500.00	 	 	 	 	 	500.00	 	 	 	 	 	 	 	175.00	 	 	 	3,825.00	 	 	Yes
	G09
	 	Fan Xu

	 	 	4,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	175.00	 	 	 	3,825.00	 	 	Yes
	G10
	 	Yanbing Chen

	 	 	2,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	25.00	 	 	 	2,475.00	 	 	Yes
	G11
	 	Liyun Le

	 	 	2,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,000.00	 	 	Yes
	G12
	 	Yongtao Dai

	 	 	1,200.00	 	 	 	 	 	500.00	 	 	 	 	 	 	 	 	 	 	 	1,700.00	 	 	No
	G13
	 	Mingzhu Ma

	 	 	1,600.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,600.00	 	 	Yes
	G14
	 	Aili Chai

	 	 	1,400.00	 	 	 	 	 	100.00	 	 	 	 	 	 	 	 	 	 	 	1,500.00	 	 	No
	G15
	 	Zhe Wang

	 	 	2,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	25.00	 	 	 	2,475.00	 	 	Yes
	G16
	 	Yi Du

	 	 	2,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	25.00	 	 	 	2,475.00	 	 	Yes
	G17
	 	Quanying Wang

	 	 	1,000.00	 	 	 	 	 	500.00	 	 	 	 	 	 	 	 	 	 	 	1,500.00	 	 	No
	G18
	 	Mingming Li

	 	 	1,200.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,200.00	 	 	No
	G19
	 	Dongmei Feng

	 	 	1,200.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,200.00	 	 	No
	G20
	 	Jiuhui Sun

	 	 	2,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,000.00	 	 	Yes
	G21
	 	Yang Gao

	 	 	1,200.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,200.00	 	 	No
	G22
	 	Zhenglin Wang

	 	 	1,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,000.00	 	 	No
	G23
	 	Han Zhang

	 	 	1,200.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,200.00	 	 	No






Beijing Shenzhou Shengshi Advertising Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	If social
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	insurance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	premium
	 	 	 	 	 	 	 	 	 	 	 	 	Sick &	 	 	 	 	 	 	 	 	 	 	 	is paid by
	 	 	 	 	Basic	 	 	 	 	 	Personal	 	 	 	 	 	 	 	 	 	 	 	Shenzhou
	No.	 	Name	 	Salary	 	Bonus	 	Overtime	 	Leaves	 	Withholding	 	Others	 	Net Payroll	 	Shengshi
	G01
	 	Bin He

	 	 	5,000.00	 	 	 	 	 	 	 	 	 	 	 	325.00	 	 	 	4,675.00	 	 	Yes
	G02
	 	Yuhua Zhao

	 	 	2,500.00	 	 	 	 	 	 	 	 	 	 	 	25.00	 	 	 	2,475.00	 	 	Yes
	G03
	 	Zhiliang Chen

	 	 	1,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,500.00	 	 	No
	G04
	 	Lianzhi Wei

	 	 	1,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,000.00	 	 	No
	G05
	 	Mingming Jiang

	 	 	2,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,000.00	 	 	No






77









 






Beijing Longrich Advertising Media Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	If social
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	insurance
	 	 	 	 	 	 	 	 	 	 	 	 	Sick &	 	 	 	 	 	 	 	 	 	 	 	premium
	 	 	 	 	Basic	 	 	 	 	 	Personal	 	 	 	 	 	 	 	 	 	 	 	is paid by
	No.	 	Name	 	Salary	 	Bonus	 	Overtime	 	Leaves	 	Withholding	 	Others	 	Net Payroll	 	Longrich
	G01
	 	Zhaodong An

	 	 	3,500.00	 	 	 	 	 	 	 	 	 	 	 	125.00	 	 	 	3,375.00	 	 	Yes
	G02
	 	Juntao Dai

	 	 	1,500.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,500.00	 	 	No
	G03
	 	Kaiqi Yang

	 	 	1,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,000.00	 	 	No
	G04
	 	Luo Li

	 	 	1,200.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,200.00	 	 	No






Hangzhou Yibo Advertising Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	If social insurance premium is
	 	 	 	 	 	 	 	 	 	 	paid by Hangzhou Yibo
	No.	 	Names	 	Salary	 	Advertising Co., Ltd.
	 	01	 	 	Wei Li

	 	 	8,000	 	 	No
	 	02	 	 	Zhiping Fang

	 	 	2,000	 	 	No
	 	03	 	 	Lihua Yang

	 	 	2,000	 	 	Yes
	 	04	 	 	Guoping Zhang

	 	 	2,000	 	 	No
	 	05	 	 	Jingyi Hu

	 	 	1,500	 	 	Yes
	 	06	 	 	Caijuan Zhang

	 	 	800	 	 	No






Shanghai Longli Advertising Media Co., Ltd.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	If social insurance premium is
	 	 	 	 	 	 	 	 	 	 	paid by Shanghai Longli
	No.	 	Name	 	Salary	 	Advertising Media Co., Ltd.
	 	01	 	 	Ying Wang

	 	 	2,000.00	 	 	Yes
	 	02	 	 	Min Zhang

	 	 	1,500.00	 	 	No







	7.18.4	 	Social insurance premium or welfare fund of employees




Since 2002, for some of its employees (for details of the employees for whom the Company
pays the social insurance premium, see Section 7.18(2) herein), the Company has timely paid the
social insurance premium (including endowment, unemployment, industrial injury, childbearing and
medical insurance), without any default. The Company has not paid any housing accumulation fund for
employees by now.





78











 








8.0





	1)	 	Purchase and Sales Contracts for Advertisement





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1

	 	East 4th Ring

Road

Honglingjin

Bridge 6#

Pillar
	 	6m ×18m × 2

sides
	 	Yanhuang

Shengshi
	 	Beijing
Prosperous
Tang
Dynasty
Advertising
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2007.12.16	 	 	 	2,880,000.00	 	 	Contract
for Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	2,480,874.00
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
	 	 	2008.1.3	 	 	 	2008.11.3	 	 	Outdoor

Contract
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
or its
clients
	 	 	2008.1.1	 	 	1. According to the provisions of the Purchase Contract,
(1) the Supplier owned the advertising media and was
entitled to charge the use fee of the outdoor advertising
media from Beijing Yanhuang Shengshi Advertising Co.,
Ltd. (hereinafter referred to as “Yanhuang Shengshi”);
(2) Since the contract was a temporary measure taken by
the Supplier to ensure the continual occupation of the
media in the circumstance where the use period of the
initial bid winner had expired and the municipal
administration commission had not yet organized another
tender, the use period of the outdoor advertising media
was provisionally one year from January 1, 2008 to
December 31, 2008; if the municipal administration
commission organized any tender during the above period,
the contract should be terminated and Yanhuang Shengshi
should immediately return the use right to the Supplier.

2. According to the Sales Contract with Aiguoren
International Media Advertising (Beijing) Co., Ltd., from
July 1, 2008 to September 17, 2008 was the period of
requisition for Olympic Games, which should not be
included in the advertising period.

3. According to the Sales Contract with Noble, if the
government affirmed prior to July 1, 2008 that it would
requisition the billboard during 2008 Beijing Olympic
Games, the time for the 4th instalment of payment should
be postponed for 3 months accordingly.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	East 4th Ring

Road Liulitun

Bridge 5#

Pillar
	 	6m ×18m × 2

sides
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	 	—	 	 	Ditto
	 	6.4 million
	 	Beijing
Noble
Advertising
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Advertisement

Consignment

Contract
	 	 	 	 	2007.12.7	 	 	Ditto
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	East 4th Ring
Road
Shibalidian
Bridge #10
Pillar
(Northwest
Corner of
Jing-Jin-Tang
Interchange)
	 	Unipole

7m ×21m × 2

sides
	 	Yanhuang

Shengshi
	 	Beijing
Gonglian
Road
Network
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.4.14	 	 	 	660,000.00	 	 	Contract
for Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	1,400,000 for
the 1st year
and
negotiable
for the 2nd
year
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
	 	 	2008.1.1	 	 	 	2009.12.31	 	 	Supplementary

Agreement

for Outdoor

Contract
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
or its
clients
	 	 	2007.11.14

2008.5.1	 	 	1. According to the provisions of the Purchase Contract,
(1) the Supplier owned the advertising media and was
entitled to charge the use fee of the outdoor advertising
media from Yanhuang Shengshi; (2) since the contract was
a temporary measure taken by the Supplier to ensure the
continual occupation of the media in the circumstance
where the use period of the initial bid winner had
expired and the municipal administration commission had
not yet organized another tender, the use period of the
outdoor advertising media was provisionally one year from
January 1, 2008 to December 31, 2008; if the municipal
administration commission organized any tender during the
above period, the contract should be terminated and
Yanhuang Shengshi should immediately return the use right
to the Supplier; (3) during the Olympic Games, if the
government and Olympic Organization Committee
requisitioned the advertising media for propaganda of
Olympic Games and set forth the requirements for the
advertising content, Yanhuang Shengshi should
unconditionally cooperate in meeting the requirements.

2. According to the Sales Contract, the advertising
period specified in the Sales Contract was one year
longer than that in the Purchase Contract.

3. According to the Supplementary Agreement for the Sales
Contract, provided that Beijing Municipal Administration
Commission had not invited any bid for the media prior to
December 31, 2008, the period of requisition for outdoor
advertising of Beijing Olympic Games should be extended
accordingly (the requisition period was from July 1 to
September 17, 2008); if the bid was invited prior to
December 31, 2008, the actual advertising period should
count.






79









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	East 4th Ring
Road #1
Pillar (inner
ring at the
Northwest
Corner of
Yunxiao
Bridge)
	 	Unipole

Three-side

6m ×18m ×3

side
	 	Yanhuang

Shengshi
	 	Beijing
Gonglian
Road
Network
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.4.14	 	 	3,280,000.00	 	Contract
for Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	8,800,000.00
	 	Guangzhou
Honda
Automobile
Co., Ltd.
Guangdong
Guangbo
Baotang
Advertising
Co., Ltd.
	 	 	2008.3.8	 	 	 	2009.3.7	 	 	Advertisement

Contract
	 	Guangzhou

Honda
	 	 	2008.3.6	 	 	1. According to the provisions of the Purchase Contract,
(1) the Supplier owned the advertising media and was
entitled to charge the use fee of the outdoor advertising
media from Yanhuang Shengshi; (2) since the contract was
a temporary measure taken by the Supplier to ensure the
continual occupation of the media in the circumstance
where the use period of the initial bid winner had
expired and the municipal administration commission had
not yet organized another tender, the use period for the
outdoor advertising media was provisionally one year from
January 1, 2008 to December 31, 2008; if the municipal
administration commission organized any tender during the
above period, the contract should be terminated and
Yanhuang Shengshi should immediately return the use right
to the Supplier; (3) during the Olympic Games, if the
government and Olympic Organization Committee
requisitioned the advertising media for propaganda of
Olympic Games and set forth the requirements for the
advertising content, Yanhuang Shengshi should
unconditionally cooperate in meeting the requirements.

2. The expiry date of advertising period specified in the
Sales Contract for East 4th Ring Road #1 Pillar (inner
ring at the Northwest Corner of Yunxiao Bridge) was later
than that in the Purchase Contract.


3. According to the Sales Contract with Guangzhou Honda
Automobile Co., Ltd. and Guangdong Guangbo Baotang
Advertising Co., Ltd., if the billboard was requisitioned
by the government during 2008 Beijing Olympic Games, upon
expiration of the advertising period, Yanhuang Shengshi
should extend the advertising period accordingly for
Guangzhou Honda or settle the account as per the actual
days of advertising.
3. According to the Sales Contract with Aiguoren
International Media Advertising (Beijing) Co., Ltd., from
July 1 to September 17, 2008 was the period of
requisition for Olympic Games.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	East 4th Ring
Road #2
Pillar (Outer
Ring north of
the road at
Jiuxianqiao
Exit)
	 	Unipole
Two sides;
7m × 21m × 2
sides (in
accordance
with the
Sales
Contract)
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	—	 	Ditto
	 	4,454,098.00
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Advertisement

Contract
	 	Aiguoren
International
Media
Advertising
(Beijing)
Co., Ltd.
or its
clients
	 	 	2008.1.1	 	 	Ditto
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	General
Building Roof
Billboard on
the west of
Capital
Airport Car
Park
	 	Roof
billboard
37m ×8.5m
	 	Yanhuang

Shengshi
	 	Beijing
Xingkaite
Advertising
Co., Ltd.
	 	 	2007.8.28	 	 	 	2009.2.28	 	 	 	2007.7.18	 	 	3.9
million
for one
year and
half
(2.6
million
/Year).
	 	Outdoor

Contract
	 	300,000.00
	 	Beijing
Xingtai
Real
Estate
Development
Co., Ltd.
	 	 	2008.6.16	 	 	 	2008.7.15	 	 	Jiarunyuan

International

Community

Capital

Airport

Outdoor

Advertising

Contract
	 	Beijing
Xingtai
Real
Estate
Development
Co., Ltd.
	 	 	2008.5.30	 	 	1. According to the Purchase Contract, if the government
stipulated for publication of public welfare
advertisement, the advertising period should be extended
accordingly.

2. According to the Sales Contract, Yanhuang Shengshi
should ensure the entitlement to the legal ownership or
disposal right of the advertising media under the
Contract, take on all the approval formalities for
advertising under the Contract and obtain the licensing.
3. As introduced by the Company, the Sales Contract has
expired, but Yanhuang Shengshi and Beijing Xingtai Real
Estate Development Co., Ltd. are still performing the
Sales Contract.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	Unipole south
of Tianzhu
Toll-gate on
Beijing
Airport Road,
18.5km away
from the city
area
	 	High pole;
6M(H)×18M(W)×
2 sides
	 	Yanhuang

Shengshi
	 	Shanghai
Asiaray
Advertising
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.1.3	 	 	7.2
million
	 	Advertising

Contract
	 	7,500,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Service

Agreement
	 	Benz
	 	 	2007.12.27	 	 	1. According to the provisions of the Purchase Contract,
the Supplier should ensure its legal leasing
qualification for the advertising point; the Supplier
should be responsible to complete the formalities for
approval of the relevant governmental department and
ensure that the advertising point could be normally used
by Yanhuang Shengshi to publish advertisements during the
contract period.

2. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.

3. According to the Sales Contract, the advertising
period excluded the period from July 1 to September 30.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	Wall Light

Box at Rapid

Transit Stop,

F/2, Building

A 3#

Terminal,

Beijing

Airport
	 	Wall light
box;
6.8M(W)×2M(H)
(2 sides)
	 	Yanhuang

Shengshi
	 	Shanghai
Asiaray
Advertising
Co., Ltd.
	 	 	2008.4.1	 	 	 	2008.9.30	 	 	 	2008.1.29	 	 	4,300,000.00	 	Advertising

Contract
	 	5,964,000.00
	 	China

Petroleum

& Chemical

Corporation
	 	 	2008.4.1	 	 	 	2008.9.30	 	 	Advertising

Contract
	 	Image

Advertisement
	 	 	2008.1.31	 	 	1. According to the provisions of the Purchase Contract,
(1) the Supplier should warrant its legal leasing
qualification for the advertising point; the supplier
were responsible to complete all the formalities for
approval of the relevant governmental departments and
ensure the normal use of the advertising point by
Yanhuang Shengshi to publish advertisements during the
contract period; (2) in case of such factors as the
requisition of advertising media during Olympic Games,
Yanhuang Shengshi undertook that the media under the
contract should be subject to the general arrangement of
the government and Beijing Olympic Organization
Committee; in case of any impact on the contractual
performance, neither of the parties should bear the
liabilities for breach of the contract; the Supplier
should extend the advertising for Yanhuang Shengshi at
the original advertising point.

2. According to the Sales Contract, in case of such
factors as the requisition of advertising media during
Olympic Games, Sinopec undertook that the media under the
contract should be subject to the general arrangement of
the government and Beijing Olympic Organization
Committee; in case of any impact on the contractual
performance, neither of the parties should bear the
liabilities for breach of the contract; Yanhuang Shengshi
should extend the advertising for Sinopec at the original
advertising point.






80









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	Unipole H3-5,

Entrance &

Exit Channel,

Haerbin

International

Airport
	 	6m ×18m × 2
sides;
1 unipole
	 	Yanhuang

Shengshi
	 	Advertisement
Department
of Haerbin
International
Airport
	 	 	2005.1.5	 	 	 	2010.1.4	 	 	 	2004.12.10	 	 	1.3
million
for five
years
(260,000/Year)
	 	Contract


	 	700,000.00
	 	Portland
(Shanghai)
Advertising
Co., Ltd.
	 	 	2008.6.4	 	 	 	2009.5.31	 	 	Contract
for
Advertisement
Publication
and
Fabrication
	 	Volvo
	 	 	2008.6.3	 	 	According to the provisions of the Purchase Contract, (1)
the Supplier should provide Yanhuang Shengshi with a
two-month promotion period (from January 5 to March 5,
2005); upon expiration of the promotion period, if
Yanhuang Shengshi failed to publish any advertisement,
the advertising period should be changed as from March 5,
2005 to March 4, 2010; (2) the Supplier was responsible
for the approval from the administration for industry and
commerce; (3) in case of any suspension of advertising
for more than 30 days due to the reason of the Supplier,
Yanhuang Shengshi had the right to terminate the
performance of the contractual obligations and the
contract should be terminated; the Supplier should refund
the advertising payment to Yanhuang Shengshi for the
corresponding period in which the advertising was not
conducted and the Supplier should pay to Yanhuang
Shengshi liquidated damages amounting to 10% of the
contract price.
According to the Sales Contract, Yanhuang Shengshi
undertook to Portland (Shanghai) Advertising Co., Ltd.
about the legality of the outdoor media.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10

	 	Light box at
the domestic
arrival of
the terminal
building,
Haerbing
Taiping
International
Airport
	 	Light box
inside the
terminal;
6m (W)×2m (H)
	 	Yanhuang

Shengshi
	 	Heilongjiang
Branch of
Beijing
Capital
Airport
Advertising
Co., Ltd.
	 	 	2008.1.15	 	 	 	2009.1.14	 	 	 	2008.1.2	 	 	400,000.00	 	Advertisement

Contract
	 	600,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, where the
advertisement could not be normally published due to the
Supplier’s breach of the contract and the Supplier failed
to rectify within 15 days upon occurrence of such breach,
Yanhuang Shengshi was entitled to cancel the Contract and
the Supplier should settle the advertising fees as per
the actual days of advertising and refund the remaining
advertisement fees.

2. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.

3. The expiration date of the Sales Contract was later
than that of the Purchase Contract.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	Roof

signboard,

Five-ring

Plaza,

Zhonghe

Flyover,

Hangzhou
	 	Roof
billboard;
43m (H)×7m
(W)
	 	Yanhuang

Shengshi
	 	Hangzhou
Shiyou
Advertisement
Planning
Co., Ltd.
	 	 	2007.9.20	 	 	 	2010.9.19	 	 	 	2007.8.10	 	 	3.78
million
for
three
years
(1.2
million
for 1st
year,
1.26
million
for 2nd
year,
1.32
million
for 3rd
year)
	 	Outdoor

Advertising

Contract
	 	1,980,000.00
	 	Portland
(Shanghai)
Advertising
Co., Ltd.
	 	 	2008.6.5	 	 	 	2009.6.4	 	 	Advertising

Contract
	 	SAP
	 	 	2008.5	 	 	1. According to the Purchase Contract, the Supplier
undertook that the outdoor poster was legal.

2. According to the Sales Contract, Yanhuang Shengshi
undertook to Portland (Shanghai) Advertising Co., Ltd.
that the outdoor media was legal.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	Roof

signboard,

Central

Hotel,,

Airport Road,

Guangzhou
	 	Roof
billboard;
South/North:
6M(H)×36M(W)×
2 sides
East:
6M(H)×6.5M(W)
	 	Yanhuang

Shengshi
	 	Guangzhou
Topstar
Advertising
Co., Ltd.
	 	 	2007.4.28	 	 	2008.4.27
(See Note
1)
	 	 	2007.4.10	 	 	1.5
million
/Year
	 	Outdoor
Advertising
Contract
and
Supplementary
Agreement
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the Supplementary Agreement and in
accordance with the requirement of Yanhuang Shengshi, the
Supplier should positively negotiate with the advertising
arena and strive to extend the leasing period of the
Lease Contract to 2009; if such negotiation was
successful, the advertising period in the Outdoor
Advertising Contract between the parties thereto should
be automatically extended for one year from April 28,
2008 to April 27, 2009. As explained by the Company, at
present, the Outdoor Advertising Contract has been
extended automatically for one year.
2. According to the Purchase Contract, the Supplier
should ensure the legal advertising formalities for the
advertising media.

3. The Brokerage Contract is under process of renewal.






81









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	Roof of
Minzhu
Building, 39
Guangzhou
Avenue Central
	 	Roof
billboard
inkjet
painting
with
spotlight
(38.1+10.6)m
(w)×8m(h)
	 	Yanhuang

Shengshi
	 	Guangzhou
Topstar
Advertising
Co., Ltd.
	 	 	2008.5.18	 	 	 	2009.5.17	 	 	 	2008.2.18	 	 	2,300,000.00	 	Outdoor

Advertisement

Contract
	 	2,350,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.5.18	 	 	 	2009.5.17	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, (1) the Supplier
should ensure the legal advertising formalities for the
advertising media; (2) where the advertising media had to
be removed or stopped from publication due to any
external factors (including the urban construction and
governmental planning), the Supplier should provide the
valid document of certification and refund the media fees
paid by Yanhuang Shengshi for the portion not performed;
in case of failing to provide such document, the Supplier
should be deemed as breach of contract, Yanhuang Shengshi
had the right to terminate the contract, the Supplier had
to refund the media fees already paid for the portion not
performed and the Supplier should pay liquidated damages
amounting to 30% of the advertising fees.

2. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	Southwest

roof

billboard,

Yaojing

Hotel, Spring

City Square
	 	Roof

billboard

25m ×10m
	 	Yanhuang

Shengshi
	 	Shandong
Beidou
Advertisement
Co., Ltd.
	 	 	2008.4.25	 	 	 	2011.4.24	 	 	 	2008.4.18	 	 	660,000


/Year
	 	Advertisement

Preparation

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Having been orally notified about the removal of Spring
City Square Yaojing Hotel.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	Xincheng

Avenue,

Wenzhou
	 	Frontlit
double-side
unipole
advertisement
(Unipole
Billboard)
4.33m ×13m ×
2 sides
	 	Yanhuang

Shengshi
	 	Wenzhou
Blue-sky
Advertisement
Planning
Co., Ltd.
	 	 	2007.11.10	 	 	 	2008.11.9	 	 	 	2007.9.18

2007.9.20	 	 	330,000.00	 	Zhejiang

Advertisement

Undertaking

Contract

Advertising

Contract

(Supplementary)
	 	460,000.00
	 	Publicis
Advertising
Co., Ltd.
Shanghai
Branch
	 	 	2007.11.10	 	 	 	2008.11.9	 	 	Agreement
	 	Shenlong
	 	 	2007.10.29	 	 	According to the Purchase Contract, the Supplier
undertook that during the contract period, it had the
publication right for the advertising point and all the
necessary qualifications specified by the law for
performing the contract; the Supplier was responsible to
obtain all the approvals from the competent governmental
authorities for advertising under the contract. 

According to the Sales Contract, (1) Yanhuang Shengshi
should obtain the approval from all the relevant
departments for establishment of advertising media and
publication of advertisements during the agreement period
and complete all such other necessary formalities as
registration and filing; (2) Yanhuang Shengshi had the
right to execute the Agreement as well as the statutory
power and rights to grant to Publicis Advertising Co.,
Ltd. Shanghai Branch all the rights specified in the
Agreement, and all other necessary power and rights.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	Curtain wall
of Jinshan
Hotel, 24
Zhonghe Road,
Hangzhou
	 	Curtain wall

20m ×30m
	 	Yanhuang

Shengshi
	 	Hangzhou
Shiyou
Advertisement
Planning
Co., Ltd.
	 	 	2007.8.7	 	 	 	2010.8.6	 	 	 	2007.6.18	 	 	1.2


million


/Year
	 	Outdoor

Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Volvo
	 	 	 	 	 	According to the Purchase Contract, the Supplier
undertook that the outdoor poster was legal and safe..
As introduced by the Company, the billboard is under
construction.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	Showboard on
Building Top
of
Procuratorate,
Jinshui Road,
Zhengzhou
	 	Roof

billboard
	 	Beijing
Longrich
Advertising
Media
Co., Ltd.
	 	Henan
Xintianming
Advertisement
Information
Media Co.,
Ltd.
	 	 	2007.11.23	 	 	 	2009.11.22	 	 	 	2007.12.28	 	 	 	 	 	 	Advertisement

Business

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Business Contract, the
agency fee for the first year amounted to RMB 215,000 (on
the premise that the contract price of Henan Xintianming
Advertisement Information Media Co., Ltd. with the client
recommended by Beijing Longrich should be at least RMB
750,000/Year).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	Wall surface
of Zengze
Plaza, 1590
Yanan West
Road, Shanghai
	 	Wall
advertisement
East: 4m
×14m; west:
18m ×6m
	 	Shanghai
Longli
Advertising
Media
Co.,
Ltd. (as
the
signatory
of the
purchase
contract)
Yanhuang
Shengshi
(as the
signatory
of the
sales
contract)
	 	Shanghai

Art-designing

Corp
	 	 	2006.9.1	 	 	 	2009.8.31	 	 	 	2006.7.19	 	 	2.4
million


for 3


years


(Note:


800,000
/Year)
	 	Outdoor

Advertising

Contract
	 	2.3 million
for two years
(1.2 million
for 1st year
and 1.1
million for
2nd year)
	 	OOH

Network

(China)
	 	 	2007.1.1	 	 	 	2008.12.31	 	 	Contract

Supplementary

Agreement
	 	 	 	 	2006.11.24

2008.1.8	 	 	According to the Supplementary Agreement to the Contract,
if the advertising point became idle for more than 30
days due to the poor management of OOH Network (China)
during the second year, Yanhuang Shengshi should change
the advertising fee from RMB 1.1 million to RMB 1.05
million for the second year.






82









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	Wangfujing
Entrance of
Oriental Plaza
	 	1 door lintel
9.4m ×2.2m
	 	Yanhuang

Shengshi
	 	Beijing
Dahua
Quanqiu
Advertising
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	 	2008.4.21	 	 	 	152,000.00	 	 	Oriental

Plaza

Advertising

Contract
	 	190,000.00
	 	DDB
(Beijing)
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	Outdoor

Advertising

Contract
	 	Citizen
	 	 	2008.4.28	 	 	According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the advertising media or enjoyed
the total use right during advertising.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	Dongdan
Entrance of
Oriental Plaza
	 	1 lintel
9.4m ×2.2m
	 	Yanhuang

Shengshi
	 	Beijing
Dahua
Quanqiu
Advertising
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	 	2008.4.21	 	 	 	304,000.00	 	 	Oriental

Plaza

Advertising

Contract
	 	380,000.00
	 	TBWA
(Shanghai)
Advertising
Co., Ltd.
Beijing
Branch
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	Outdoor

Advertising

Contract
	 	IPOD
	 	 	2008.4.28	 	 	According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the advertising media or enjoyed
the total use right during advertising.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21

	 	Tsinghua
Science &
Technology
Park,
Minzhuang
Road, Haidian
District
(billboards
on both sides
of the south
entrance to
Yuquan Huigu,
first four
groups from
east)
	 	8-side

billboard

Ground-mounted

light box
	 	Beijing
Longrich
Advertising
Media
Co., Ltd.
	 	Beijing
Yuquan
Huigu
Property
Management
Co., Ltd.
	 	 	2008.3.15	 	 	 	2008.12.15	 	 	 	2008.3.5	 	 	 	36,000.00	 	 	Billboard

Lease

Agreement
	 	64,8000,.00
	 	Beijing
McDonalds
Food Co.,
Ltd.
	 	 	2008.3.15	 	 	 	2008.12.14	 	 	Advertising

Agreement
	 	 	 	 	2008.3.10	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22

	 	Huairou

Mutianyun

Roundabout
	 	Steel

structure,

PVC painting

3m ×6m
	 	Beijing
Longrich
Advertising
Media
Co., Ltd.
	 	Quansuo

Yang
	 	 	—	 	 	 	—	 	 	 	2008.4.29	 	 	400 /Year
	 	Land

Occupation

Agreement
	 	2.50,000/Year
	 	Beijing
McDonalds
Food Co.,
Ltd.
	 	 	2008.4.18	 	 	 	2013.4.17	 	 	Advertising

Agreement
	 	 	 	 	2008.3.24	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23

	 	West of
Seamen’s
Club, Renmin
Road,
Zhongshan
District,
Dalian
	 	Wall
billboard
13.35m
×23.4m
(Vertical)
	 	Yanhuang

Shengshi
	 	Dalian
Guoyuwujiang
Media Co.,
Ltd.
	 	 	2008.4.10	 	 	 	2009.4.9	 	 	 	—	 	 	 	1,360,000.00	 	 	Outdoor

Advertising

Contract
	 	1,750,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.4.10	 	 	 	2009.4.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	Three-side T
signboards at
the juncture
Hongfu East
Road with
Xinyuan Road
and Bayi
Road,
Songshanhu
Avenue,
Dongguan
	 	T-type
three-side
pillar
18m (L), 7m
(H); three
sides
	 	Yanhuang

Shengshi
	 	Dongguan
Botao
Advertisement
Decoration
Co., Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	 	2008.3.9	 	 	 	1,200,000.00	 	 	Lease

Contract
	 	1,230,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, the advertising
pole was the property of the Supplier. 

2. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25

	 	Ningbo
Airport Road
in direction
of the city
proper
	 	Two sides of
the
revolving
billboard
(note: two
sides for
business
advertising
and other
for public
welfare
advertising);
47m ×6.7m
	 	Yanhuang

Shengshi
	 	Ningbo
Airport
United
Advertising
Co., Ltd.
	 	 	2008.3.1	 	 	 	2009.2.28	 	 	 	2008.3.7	 	 	 	700,000.00	 	 	Ningbo

Leshe

International

Airport

Advertising

Contract
	 	900,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1, According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	18 light pole

banners at

Wulin Square,

Hangzhou
	 	Light pole

banners
	 	Hangzhou
Shiyou
Advertiseme
Planning
Co., Ltd.
	 	Hangzhou
Power
Advertising
Co., Ltd.
	 	 	2008.4.1	 	 	 	2008.12.30	 	 	 	—	 	 	 	300,000.0	 	 	Agreement

for

Outdoor

Color

Banner
	 	102,200
	 	Shanghai
Funantang
Advertising
Co., Ltd.
	 	 	2008.9.1	 	 	 	2008.9.30	 	 	Advertising

Contract
	 	 	 	 	2008. 6.30	 	 	Hangzhou Shiyou Advertisement Planning Co., Ltd.
undertook to transfer its rights and obligations under
the Purchase Contract and Sales Contract to Hangzhou Yibo
Advertising Co., Ltd. and complete the formalities for
such transfer as soon as possible.






83









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	49 light pole

banners at

Wulin Square,

Hangzhou
	 	Light pole

banners
	 	Hangzhou
Shiyou
Advertiseme
Planning
Co., Ltd.
	 	Hangzhou

Wulin

Square

Management

Committee
	 	 	2008.4.1	 	 	 	2009.3.31	 	 	 	2008.3.20	 	 	70,000.00	 	Agreement

for Wulin

Square

Banner

Advertising
	 	—
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	 	 	Ditto
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd.
undertook to transfer its rights and obligations under
the Purchase Contract and Sales Contract to Hangzhou Yibo
Advertising Co., Ltd. and complete the formalities for
such transfer as soon as possible.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28

	 	East of
Zhejiang
Exhibition
Hall at Wulin
Square,
Hangzhou
	 	34m ×6m ×1

side
	 	Yanhuang

Shengshi
	 	Hangzhou
Yangcheng
Advertising
Co., Ltd.
	 	 	2008.5.1	 	 	 	2010.4.30	 	 	 	2008.4.1	 	 	1.2


million

For 1st


year and


1.2


million


for 2nd


year
	 	Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the Advertising Contract signed by and
between Yanhuang Shengshi and Hangzhou Yangcheng
Advertising Co., Ltd., where the advertisement of
Hangzhou Yangcheng Advertising Co., Ltd. could not be
published further at the designated location due to the
reason of the municipal administrative planning and
construction (subject to the document of the governmental
department), it should be settled in the following
manner: it should be shifted to another location affirmed
jointly by the parties for further publication, while the
difference of advertising expenses due to the change of
location should be jointly borne by the parties thereto;
where the parties failed to agree on this settlement,
publication of the advertisement should be stopped,
advertising expenses should be deducted for the published
and the balance of advertising fees already paid should
be refunded unconditionally by Hangzhou Yangcheng
Advertising Co., Ltd. to Yanhuang Shengshi.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29

	 	109 Jinshui

Road,

Zhengzhou
	 	 	 	Beijing

Longrich
	 	Henan
Dragon
World
Advertising
Co., Ltd.
	 	 	2008.4.15	 	 	 	2009.4.14	 	 	 	2008.3.10	 	 	 	 	 	 	Advertisement

Brokerage

Contract
	 	Beijing
Longrich
facilitated
Henan Dragon
World
Advertising
Co., Ltd. to
sign the
Advertising
Contract with
its clients;
upon
advertising,
Beijing
Longrich
charged
agency fee
amounting to
170,000.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Brokerage Contract,
Beijing Longrich should facilitate Henan Dragon World
Advertising Co., Ltd. to sign the Advertising Contract
with its clients; upon advertising, Beijing Longrich
should charge agency fee amounting to RMB170,000.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30

	 	Qing-Yin

Expressway
	 	 	 	Beijing

Longrich
	 	Qingdao
Gaohuang
Media Co.,
Ltd.
	 	 	2008.4.15	 	 	 	2009.4.14	 	 	 	2008.3.14	 	 	 	 	 	 	Advertisement

Brokerage

Contract
	 	Beijing
Longrich
facilitated
the
publication
of the
advertising
media; upon
advertising,
Beijing
Longrich
charged
agency fees
amounting to
210,000 (on
the premise
that the
contract
price of
Qingdao
Gaoguang
Media Co.,
Ltd. with the
clients
recommended
by Beijing
Longrich
should be at
least
900,000/Year).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Beijing Longrich should facilitate the publication of the
advertising media; upon advertising, Beijing Longrich
should charge agency fees, amounting to RMB 210,000 (on
the premise that the contract price of Qingdao Gaoguang
Media Co., Ltd. with the clients recommended by Beijing
Longrich should be at least RMB 900,000/Year).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31

	 	509 Guanduli
Interchange
of East Ring
Flyover and
North Ring
Flyover,
Suzhou
	 	 	 	Beijing

Longrich
	 	Suzhou
Mingri
Enterprise
Image
Planning
and Media
Co., Ltd.
	 	 	2008.7.1	 	 	 	2009.6.30	 	 	 	2008.3.24	 	 	 	 	 	 	Advertisement

Brokerage

Contract
	 	According to
the
Advertisement
Brokerage
Contract,
Beijing
Longrich
facilitated
the
publication
of the
advertising
media; upon
advertising,
Beijing
Longrich
charged
agency fees
amounting to
100,000 (on
the premise
that the
contract
price of
Suzhou Mingri
Enterprise
Image
Planning and
Media Co.,
Ltd. with the
clients
recommended
by Beijing
Longrich
should be at
least
600,000/Year).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Brokerage Contract,
Beijing Longrich should facilitate the publication of the
advertising media; upon advertising, Beijing Longrich
should charge agency fees amounting to RMB 100,000 (on
the premise that the contract price of Suzhou Mingri
Enterprise Image Planning and Media Co., Ltd. with the
clients recommended by Beijing Longrich should be at
least RMB 600,000 /Year).






84









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32

	 	6 columns

Tianhe

Airport Road,

Wuhan
	 	Unipole

billboard

20m ×7m × 2

sides
	 	Yanhuang

Shengshi
	 	Wuhan
Lineland
Advertising
Co., Ltd.
	 	 	2008.7.10	 	 	 	2009.7.9	 	 	 	2008.5.29	 	 	 	750,000.00	 	 	Outdoor

Advertising

Contract
	 	900,000.00
	 	Mercedes-Benz
(China)
Ltd.
	 	 	2008.7.10	 	 	 	2009.7.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.5.12	 	 	1. According to the Purchase Contract, the Supplier
undertook the formalities of licensing had been completed
and the license had been obtained for establishment of
the advertising media under the contract. 

2. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33

	 	At the
entrance to
Victory Park,
Renmin
Street,
Changchun
	 	Unipole

(doublte-side)

18m ×6m × 2

sides
	 	Yanhuang

Shengshi
	 	Changchun
Haotian
Advertising
Co., Ltd.
	 	 	2008.5.4	 	 	 	2009.5.4	 	 	 	2008.4.19	 	 	 	700,000.00	 	 	Outdoor

Contract
	 	1,280,000.00
	 	Mercedes-Benz

(China)

Ltd
	 	 	2008.5.5	 	 	 	2009.5.4	 	 	Service

Agreement
	 	Benz
	 	 	2008.5.12	 	 	1. According to the Sales Contract, (1) Yanhuang Shengshi
undertook that it had completed or obtained all the
necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf of
the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3) the
parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behaviour of the parties to the
agreement or their related parties in connection with the
agreement, or applicable to any other business of the
parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34

	 	Location A,

Wall Surface,

Chengcheng

Plaza,

Dianchi Road,

Kunming
	 	Wall

billboard

19m ×10m
	 	Yanhuang

Shengshi
	 	Kunming
Shengmeida
Advertising
Co., Ltd.
	 	 	2008.6.15	 	 	 	2009.6.14	 	 	 	2008.5.8	 	 	 	400,000.00	 	 	Outdoor

Advertising

Contract
	 	650,000.00
	 	DDB
(Beijing)
Co., Ltd
	 	 	2008.6.15	 	 	 	2009.6.14	 	 	Outdoor

Advertising

Contract
	 	Dongfeng

Peugeot
	 	 	2008.5.8	 	 	1. According to the Purchase Contract, the Supplier was
responsible to complete all the formalities of approval
from the governmental authorities required for the frames
on the advertisement. 

2. According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the media of advertisement or
enjoyed its total use right during the advertising
period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35

	 	Above Nanjing

Weigang Tunnel
	 	Billboard

above the

tunnel
	 	Beijing

Longrich
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000.00
	 	Nanjing
Guanzhu
Advertising
Co., Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	 	 	 	—	 	 	According to the Service Agreement, Beijing Longrich was
willing to assist Nanjing Guanzhu Advertising Co., Ltd.
in advertising for Benz automobiles
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36

	 	X2 Xiaoshan

International

Airport,

Hangzhou
	 	Unipole

18m ×6m × 2

sides
	 	Yanhuang

Shengshi
	 	Hangzhou
Liangche
Advertising
Co., Ltd.
	 	 	2009.1.25	 	 	 	2010.1.24	 	 	 	2008.6.3	 	 	 	950000	 	 	Outdoor

Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the provisions of the Purchase
Contractor, the Supplier undertook to provide the
advertising point at the specified location and complete
all the legal formalities for advertising.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37

	 	Car Park No.
1, Hongluo
Temple,
Huairou
District,
Beijing
	 	 	 	Beijing
Yurun
Advertising
Co., Ltd
is the
signatory,
but the
actual
execution
party is
changed
to
Beijing
Longrich
	 	Huairou

County

Huairou

Town

Luzhuang

Economic

Cooperatives
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3000	 	 	Land

Occupation

Agreement
	 	20,000.00
	 	Beijing
McDonalds
Food Co.,
Ltd.
	 	 	2008.01.07	 	 	 	2013.01.06	 	 	 	 	 	 	 	2007.12.28	 	 	As introduced by the Company, Longrich Advertising
actually performed the contract with Huairou County
Huairou Town Luzhuang Economic Cooperatives.






85









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Purchase Contract	 	 	 	Sales Contract	 	 
	 	 	 	 	Form,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Quantity and	 	 	 	 	 	 	 	 	 	Expiry	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Location of	 	Specification	 	 	 	 	 	Starting	 	Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	Starting	 	Expiry	 	 	 	 	 	Signing	 	 
	 	 	Outdoor	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	Purchase	 	Name of	 	 	 	Name of	 	Date of	 	Date of	 	Name of	 	 	 	Date of	 	 
	 	 	Advertising	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Cost	 	Purchase	 	Advertising	 	Clients	 	Service	 	Service	 	Sales	 	Advertising	 	Sales	 	 
	Sr. No	 	Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(end)	 	Contract	 	(RMB)	 	Contract	 	Income(RMB)	 	Served	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38

	 	At the
juncture of
Futong East
Street with
Guangshun
South Street
and Huajiadi
South Street,
Wangjing,
Beijing
	 	Banners
	 	Yanhuang

Shengshi
	 	Beijing
Meizhong
Times
Media
Advertising
Co., Ltd.
	 	 	2008.05.19	 	 	 	2008.06.02	 	 	 	 	 	 	 	160,000	 	 	Outdoor

Advertising

Contract
	 	234,000.00
	 	DDB
(Beijing)
Co., Ltd.
	 	 	2008.05.19	 	 	 	2008.06.02	 	 	 	 	 	 	 	2008.04.14	 	 	According to the Outdoor Advertising Contract signed by
and between Yanhuang Shengshi and Beijing Meizhong Times
Media Advertising Co., Ltd., Beijing Meizhong Times Media
Advertising Co., Ltd. undertook that it owned the
advertising media or enjoyed the complete use right
during advertising and had the capacity to legally
provide advertising services.
The Company confirmed by email for performing the above
contract in September.







86











 






	2)	 	Miscellaneous
	 
	(1)	 	On January 1, 2008, Yanhuang Shengshi and Beijing Huawen-Asatsu Advertising Co., Ltd.
(hereinafter referred to as “Huawen-Asatsu”) signed the Advertisement Business Contract,
according to which, Huawen-Asatsu would put forward the requirements for outdoor advertising
data information in and outside Beijing, and Yanhuang Shengshi should provide it with the
relevant data information services. The parties thereto should settle the account in the mode
of monthly service fees. In case the requirement of Huawen-Asatsu covered less than 10 cities,
Huawen-Asatsu should monthly pay to Yanhuang Shengshi an amount of RMB 5,000; in case the
requirement of Huawen-Asatsu covered more than 10 cities, Huawen-Asatsu should monthly pay to
Yanhuang Shengshi an amount of RMB 10,000. The contract was valid from January 1 to December
31, 2008.
	 
	(2)	 	On July 8, 2008, Yanhuang Shengshi and Changping District Shahe Township People’s Government
signed the Agreement for Billboard Fabrication, according to which, Yanhuang Shengshi should
fabricate and install 10 double-side billboards in accordance with the requirement of
Changping District Shahe Township People’s Government; Changping District Shahe Township
People’s Government should pay RMB 300,000 to Yanhuang Shengshi for the work; Yanhuang
Shengshi should be liable for maintaining the erected billboards for 1 year as from the date
of acceptance.
	 
	(3)	 	On July 10, 2008, Yanhuang Shengshi and Beijing Meidian Enterprise Planning Co., Ltd. signed
the Agreement for Billboard Fabrication, according to which, Beijing Meidian Enterprise
Planning Co., Ltd. should fabricate and install 10 double-side billboards in accordance with
the requirement of Yanhuang Shengshi; Yanhuang Shengshi should pay RMB 175,000 to Beijing
Meidian Enterprise Planning Co., Ltd. for the work, Beijing Meidian Enterprise Planning Co.,
Ltd. should be liable for maintaining the erected billboards for 1 year as from the date of
acceptance.
	 
	(4)	 	Yanhuang Shengshi and Fleishman-Hillard International Communications Co., Ltd. signed the
Contract, according to which, Yanhuang Shengshi should fabricate and install the Benz Light
Box at the car park of National Centre for Performing Arts in accordance with the requirement
of Fleishman-Hillard International Communications Co., Ltd.; Fleishman-Hillard International
Communications Co., Ltd. should pay RMB 82,648 to Yanhuang Shengshi; Yanhuang Shengshi should
be liable for maintaining the erected billboard for 1 year as from the date of acceptance.
	 
	(5)	 	On July 3, 2008, Yanhuang Shengshi and Beijing United Creative Scrolling Light Box Factory
signed the Agreement for Fabrication of Scrolling Light Boxes, according to which, Beijing
United Creative Scrolling Light Box Factory was responsible to fabricate 2 units of 160
profile scrolling light boxes, for which Yanhuang Shengshi should pay RMB 26,106.6, and
Beijing United Creative Scrolling Light Box Factory




87









 






	 	 	should be responsible for one-year maintenance as from the installation date of the scrolling
light boxes.




88









 











APPENDIX 5. EMPLOYMENT CONTRACT






89









 








Employment Contract




Contract no:




Party A : Beijing Yanhuang Shengshi Advertising Co.,Ltd.




Legal representative:




Address: South 320, Miaochengshizi Avenue, Miaocheng, Huairou District, Beijing.




Telephone:




	 	 	 
	Party B:
	 	 
	 
	 	 
	Sex:

	 	Date of birth:
	 
	 	 
	Identity card no::
	 	 
	 
	 	 
	Residential address:
	 	 
	 
	 	 
	Zip code:

	 	Telephone:
	 
	 	 
	Place of household registration:






     Pursuant to the “Labor Law of the People’s Republic of China” and the stipulations of the
relevant laws and regulations, Party A and Party B hereby unanimously agree to enter into this
Contract on a voluntary and equitable basis.



Article 1 Term of the Contract



1.1 The term of validity of the Contract shall commence on            and continue until           
        .




Article 2 Position




     2.1
Party A hereby employs Party B to assume the duties of
                    .

Depending on the
job requirements and the actual working abilities of Party B, Party A shall be entitled to change
the nature of the position at any time.



     2.2 Party B has diligently reviewed each of the Company’s standard rules and
regulations, the Employees’ Manual and employee disciplinary procedures, and shall



90









 




strictly abide by each of the Company’s standard rules and regulations, the
Employees’ Manual and employee disciplinary procedures, and be subordinate
to management.




     2.3 During the performance period of the Contract, Party A shall be entitled to formulate,
revise or abrogate the Company’s rules and regulations, Party B shall abide by any
existing and future valid rules and regulations which may be so formulated or revised.



     2.4 Party B shall complete the requisite scheduled workflow, which shall attain the
requisite quality standards requested by Party A.



Article 3 Employee Safety




     3.1 Party A shall provide to Party B a working environment which conforms to state
stipulations regarding safety and hygiene, and shall ensure that Party B shall work in an
environment and under conditions that pose no danger to personal safety.



     3.2 Based on the actual circumstances of Party B’s position, Party A shall provide to Party B
any necessary employee safety equipment required by the state.



Article 4 Working Hours




     4.1 Party A practices an eight-hour work day, with an average of 40 working hours per week.
In the event that Party A arranges for Party B to work overtime, the number of overtime hours shall
be confirmed by Party A and compensation for overtime shall be paid according to relevant state
stipulations (or a commensurate amount of paid leave shall be arranged for Party B in lieu
thereof). No compensation for overtime shall be paid in the event that Party B works overtime on
matters that were not completed due to personal reasons, or in the event that Party A’s consent to
overtime was not obtained. The calculation of compensation for overtime shall be established by
Party A, but expenses (such as bonuses and subsidies) shall not be included therein.



     4.2 Party B shall be allowed to take paid leave such as marriage leave, compassionate leave
and maternity leave (unless in violation of birth control regulations) as stipulated by the state.
However, the wedding event, funeral event (limited to three generations of direct kinship) or
maternity event must occur during the period of employment.



91









 





Article 5 Remuneration




     5.1 Monthly salary of Party B¡GA basic salary (after taxes) of RMB                   .



     5.2
The basic salary shall be paid in            on the ___ of each month. If the payment date
falls on a statutory holiday, it shall be paid prior to the date of the statutory holiday. The
performance-based salary shall be paid in the form of a bonus after the Company has achieved the
performance appraisal targets agreed upon in the Equity Transfer Agreement.



     5.3 Party A shall withhold income tax on behalf of Party B and deduct other various expenses
comprising contributions payable by Party B towards social insurance.



     5.4 Should there be any revision in the duties or in the position of Party B, Party A shall
make a corresponding increase or reduction in Party B’s salary. The salary shall be subject to the
revised calculation beginning in the month during which the new position commences.



     5.5 Other matters agreed upon between Party A and Party B in respect of salary:           .



Article 6 Compensation & Benefits




     6.1 Party A and Party B shall both participate in the social insurance program stipulated by
the state and Beijing municipality. Party A shall complete the related social insurance enrollment
formalities on behalf of Party B. Party B shall qualify for the various insurance benefits only
after Party B’s personal files have been transferred to Party A’s records department within the
stipulated deadline and after completion of the insurance formalities concerned, all in accordance
with Party A’s request.



     6.2 In the event that Party B’s insurance contribution is not paid in a timely
manner due to reasons attributable to Party B, Party B agrees to bear the corresponding
consequences. In the event that the insurance contribution is not paid in time due to reasons
attributable to Party A, Party A shall be responsible for the corresponding liabilities.



     6.3 Party A shall only be responsible for that portion of the social insurance contribution
for which Party A is liable; the portion payable by Party B shall be deducted from the monthly
salary of Party B on behalf of Party B by Party A.



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     6.4 Medical treatment for Party B for sickness and non-work related injuries shall be
provided in accordance with the relevant stipulations of the state and Beijing municipality.



Article 7 Employee Eiscipline




     7.1 Party B shall abide by the laws and regulations of the state.



     7.2 Party B shall abide by each of Party A’s standard rules and regulations,
Employees’ Manual, and shall abide by Party A’s work procedures and
confidentiality procedures. If Party B should violate the rules and regulations of Party A, Party
A shall be entitled to handle the matter in accordance with regulations until such time as the
Employment Contract is terminated.



     7.3 In the event that company property is damaged or lost by Party B, compensation shall be
paid at market rates.



Article 8 Amendment and Termination




     8.1 Party A and Party B shall be permitted to amend the Employment Contract and promptly
implement amendment procedures in any of the following circumstances:




	 	1)	 	In the event of unanimous agreement between Party A and Party B after
negotiations between them.
	 
	 	2)	 	In the event that the Contract cannot be executed as a result of a material
change to the objective circumstances relied upon at the time the Contract was entered
into.
	 
	 	3)	 	In the event of a change to any law, regulation or rule which was relied upon
at the time the Contract was entered into.





     8.2 Party A may terminate the Contract at any time without compensation of any kind to Party
B in any of the following circumstances:




	 	1)	 	In the event that Party B seriously violates Party A’s employee
disciplinary procedures and standard rules and regulations; or in the event it commits
an act which materially injures the interests of Party A; or in the event of a
material breach of duties which materially injures the interests of Party A.




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	 	2)	 	In the event that Party B violates state laws and is found guilty or
sentenced to
correctional labor, Party A shall be entitled to terminate the Employment Contract at
anytime commencing from the date of Party B’s arrest.





     8.3 Party A may terminate the Contract under any of the following circumstances; provided,
however, that 30 days’ prior written notice shall be given to Party B:




	 	1)	 	In the event that, after the expiry of the stipulated medical treatment
period related to sickness or a non-job related injury, Party B is unable to carry out
his original duties nor any other duties arranged by Party A.
	 
	 	2)	 	In the event that there are duties that Party B is incapable of performing
and that Party B continues to be incapable of performing in spite of training or a
change in position.
	 
	 	3)	 	In the event that the Contract is unable to be executed as a result of a
material change to the objective circumstances relied upon at the time the Contract
was entered into, and, after negotiations between the Parties, no agreement regarding
an amendment to the Employment Contract is able to be reached.





     8.4 In the event that Party A terminates the Employment Contract in accordance with Articles
8.1 and 8.3, it shall make economic compensation to Party B in accordance with the relevant
regulations of the state and Beijing municipality.



     8.5 Party B may terminate the Contract at any time under any of the following circumstances:




	 	1)	 	In the event that Party B is coerced into work by Party A by means of
violence, duress, imprisonment or illegal restriction of his personal freedoms.
	 
	 	2)	 	In the event that Party A fails to pay employment remuneration to Party B in
accordance with the stipulations of the Contract.





     In the event that Party B terminates the Employment Contract pursuant to clause 2) above,
Party A shall pay economic compensation to Party in accordance with the number of years of
consecutive employment that Party B was employed by Party A (i.e., one month’s compensation to
Party B for each full year of employment). A period of employment of less than one year shall be
calculated as one year.



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     8.6 Party B shall give 30 days’ prior written notice to Party A in the event of termination
of the Contract for reasons other than those entitling it to terminate the
Employment Contract at any time. After completion of all handover formalities requested by
Party A, Party A shall also complete the necessary formalities on its part. However, in the event
that there are economic losses suffered by Party A which are attributable to Party B and which have
not been completely resolved, Party A shall not be obliged to complete the formalities until after
a complete resolution thereof.



     8.6 In the event of a termination requiring agreement by both Parties, the Party initiating
termination shall give 30 days’ prior written notice to the other Party prior to
undertaking termination formalities.



     8.7 After termination of employment, Party B shall be obliged to complete handover
procedures. In the event that Party B’s refusal to complete or delay in completing
handover results in losses to Party A, Party B shall be responsible for compensation thereof.



Article 9 Contract Expiration and Renewal




     9.1 The Employment Contract shall terminate at the expiry of the term thereof. Thirty days
prior to expiry, each Party shall indicate to the other Party its intention with respect to the
renewal of the Contract. After negotiating an agreement, the Parties may enter into a new
employment contract.



     9.2 If the Parties still have not entered into a new employment contract after the expiry of
the Contract, but Party B continues to work and Party A continues to pay employment remuneration,
the Employment Contract shall be deemed to be automatically extended for a period of one year or to
be automatically renewed. The rights and obligations of the Parties shall continue in accordance
with the Employment Contract of the previous year. All other relevant contracts (such as
intellectual property and non-compete agreements, non-disclosure agreements, etc.) shall continue
to be valid.



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     9.3 In the event that Party B does not agree to renew the Employment Contract, then, unless
Party A has preserved the original terms and conditions or improved such terms and conditions
within the renewed Employment Contract, Party A shall pay economic compensation to Party B when the
Contract
terminates at contract expiry. Economic compensation shall be paid to Party B according to
the number of years of employment with Party A and calculated on the basis of one month’s salary
per each full year of employment. Any period of employment exceeding six months but less than one
year shall be calculated as one full year; half a month’s economic compensation shall be paid to
Party B for any period of employment less than six months.



Article 10 Responsibility for Breach




     10.1 Whenever any personnel undergoes training at the expense of Party A, the training costs
shall be repaid by such personnel to Party A. The basis for calculation of such repayment is as
follows: 20% of the total training costs shall be deducted for each full year of employment
commencing from the date that training is completed; no further repayment shall be required after a
period of five full years thereafter.



     10.2 Damages and compensatory amounts payable by Party B for breach of contract shall be
directly deducted by Party A from Party B’s salary . In the event any salary due and
owing to Party B (as set forth in the accounts of Party A) is insufficient to pay such damages and
compensatory amounts, Party B shall directly pay to Party A an amount corresponding to the
shortfall until such shortfall is fully paid.



Article 11 Non-Compete




     Simultaneously with the entering into of the Contract, Party A and Party B shall enter into a
“Non-Compete Agreement” (please refer to Appendix 2) for the protection of Party A’s intellectual
property rights. Party A and Party B shall strictly abide by the specific stipulations of such
agreement.



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Article 12 Confidentiality




     Simultaneously with the entering into of the Contract, Party A and Party B shall enter into a
“Non-Disclosure Agreement” (please refer to Appendix 3) with respect to the confidentiality of
Party A’s technology and business secrets of the Company. Party A and Party B shall strictly abide
by the specific stipulations of such agreement.



Article 13 Non-Solicitation




     13.1 Party B shall not, during the term of employment and 12 months thereafter, intentionally
solicit, persuade, encourage, instruct or otherwise cause existing or potential clients of Party A
or existing or potential employees of Party A to terminate their business relationship or
employment relationship with Party A for any reason (whether for Party B’s own benefit
or for the benefit of other individuals, companies or organizations).



     13.2 During the term of employment and 12 months thereafter, Party B shall not:





	 	•	 	obtain business from the Company’s clients for Party B’s own benefit or assist any company
to which Party B renders services with obtaining business from the Company’s clients or assist
other companies or individuals with whom Party B has a relationship with with obtaining business
from the Company’s clients; or
	 
	 	•	 	persuade or obstruct or attempt to persuade or obstruct existing potential clients of Party
A from doing business with Party A.










     13.3 Party B shall not make any defamatory remarks regarding Party A’s reputation
or otherwise harm the image of Party A at any time, whether during the term of validity of the
Contract or after termination of employment.



Article 14 Others




     For those matters not dealt with herein, the Parties shall resolve the same through
negotiation and, if necessary, enter into a supplemental agreement with respect to the same as an
appendix to the Contract. In the event of inconsistency between the supplemental agreement and the
Contract, the supplemental agreement shall prevail.



Article 15 Dispute Resolution





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     In the event of a labor dispute between Party A and Party B, the Parties may enter into
negotiations; or apply for arbitration to the labor dispute arbitration commission possessing
jurisdiction over the matter within 60 days from the date on which the labor dispute first arose.
Any Party refusing to comply with the award shall be entitled to file a claim with the People’s
Court.



Article 16 Legal Validity




     The Contract comprises four originals, one original for each of the two Parties, the other two
originals to be used for the recording of the contract and completion of social insurance
formalities. The Contract shall take effect after Party A and Party B have signed/sealed the same.



[The remainder of this page is left blank]






98









 








(No substantive text on this page)




Party A (seal):




Legal representative or authorized representative (signature):




Address :




Telephone :




Party B (signature):




Identity card number:




Address :




Telephone :




Entered into on                     
at:
                                                   .




[Signature Page of the Employment Contract]





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Execution Version




Appendix 1




Intellectual Property Protection and Non-competition Agreement


Party A: Beijing Yanhuang Shengshi Advertising Co., Ltd.



Party B:           , ID Card No.:



Whereas,
Party B is a professional engaged by Party A as
[              ]; the work done by
Party B will involve 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 each party’s rights and obligations.





	1.	 	For the purpose of the Agreement, “Intellectual Property” means any kind of registered or
unregistered rights (especially including copyrights and relevant rights), patents for which
registration application has been 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 and other intellectual property rights, no matter what forms and what carriers they
are in.
	 
	2.	 	In any of the following circumstances, the title to the Intellectual Property achieved by
Party B shall vest in Party A completely:






	 	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 achieved in connection with his work for Party A or tasks
assigned by Party A within one year after demission, retirement or post transfer;
	 
	 	5)	 	The Intellectual Property achieved mostly by virtue of Party A’s funds, equipments,
parts, raw materials or other technical materials which are not disclosed.






	3.	 	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.
	 
	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.




 









 












	5.	 	Party B undertakes not to claim to be Party A’s employee, or claim to have the right of
Party A’s representative, or misappropriate, use, copy or carry off in any way (with charges or
free of charges, directly or indirectly) any document or material to which Party A has the
Intellectual Property upon rescission or termination of the employment relationship with Party
A, unless prior written consent is obtained from Party A.
	 
	6.	 	Where Party B fails to abide by the aforesaid terms hereof but steals, discloses or infringes
upon the “Intellectual Property” as mentioned herein, it constitutes violation of professional
ethics and Party A’s Intellectual Property, in which case, Party B shall compensate for all
losses to Party A arising therefrom.
	 
	7.	 	Party B undertakes not to infringe upon 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 the corresponding legal liabilities and economic compensations arising
therefrom.
	 
	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 article 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.
	 
	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 take part in, directly or indirectly,
any activity competitive with Party A other than his own duties; without Party A’s prior
permission. Competitive activity means engagement in any business which is the same as or
similar to Party A’s past or present or future business, or service for any entity which
engages in the same business with Party A or is competitive with or otherwise interested in
Party A.
	 
	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 the total amount of 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 case the latter is dismissed by Party A due to violation of the
Contract. For the avoidance of doubts, the non-competition compensation shall not constitute
an obligation of Party A unless Party A demands Party B to abide by the non-competition
article when Party B resigns. Where Party A cannot pay or suspend 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.
	 
	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 compensation to Party B according to




2









 






	 	 	Article 11 hereof if Party A requires
Party B to perform the non-competition obligation. In
case of violation of non-competition article, Party B shall pay Party A the penalty which is
equivalent to three times of non-competition compensation paid to Party B.






	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.
	 
	13.	 	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 made in two copies, one for each 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.
	 
	14.	 	The Agreement, as the appendix to the Employment Contract, shall be governed and protected by
the laws of the People’s Republic of China. Where the Parties encounter any 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 objection to
the arbitral award, the party concerned may apply to the competent court for judgment. The
disputes over protection of the Intellectual Property may also be subject to the jurisdiction
of the competent court directly.





[Execution Page Below]





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(Execution Page)




	 	 	 
	Party A: Beijing Yanhuang Shengshi Advertising Co., Ltd.

	 	Party B:
	 
	 	 
	Representative:
	 	 
	 
	 	 
	Signature:

	 	Signature:
	 
	 	 
	Date:
	 	 
	 
	 	 
	Place:
	 	 






[Execution Page of Intellectual Property Protection Agreement]








4









 







Appendix 2




Non-Disclosure Agreement



Party A: Beijing Yanhuang Shengshi Advertising Co.,Ltd.



Party B: Identity card number:



WHEREAS:



Party B, as an employee of Party A and during the course of carrying out duties for Party A, will
or may be exposed to trade secrets, technical know-how or other confidential information belonging
to Party A or its related companies. Party B acknowledges and agrees to the following terms
protecting the Confidential Information of Party A.



“Confidential Information” as used in this Agreement shall refer to
business, technical and management information (and confidential information in other forms) not
known by the general public, which has potential beneficial value as well as actual value to Party
A and other entities in which Party A has ownership, and which is hereby deemed confidential.
During Party B’s term of employment with Party A, Party A’s business,
technological and management information (and confidential information in other forms) that is
received by Party B shall mean, but not be limited to, the following types of information of Party
A (whether such information was obtained by Party A itself or obtained from other parties by virtue
of disclosure):





	 	1.	 	Patented technology;
	 
	 	2.	 	Non-patented technology;
	 
	 	3.	 	Know-how;
	 
	 	4.	 	Short-term and long-term business and product plans and strategies, relevant
information about market research and forecast;
	 
	 	5.	 	Existing and potential product descriptions, designs, cost structures, pricing,
strategies, schedules, purchase orders, product launches and market share information;
	 
	 	6.	 	Financial information including profit and loss statements, sales figures,
profits, budgets and financial proposals;
	 
	 	7.	 	Technical information related to customer demand, design expertise, production
and testing, troubleshooting, quality control and computer processes;
	 
	 	8.	 	Detailed human resources information such as staff planning, names of employees,
telephone numbers and e-mail addresses, job titles, reporting lines, job descriptions
and




5









 






	 	 	 	job skills;






	 	9.	 	Names of existing and potential clients and partners, information obtained from
third parties (including clients and partners) subject to
confidentiality agreements;
	 
	 	10.	 	Or all materials marked “Party A’s Proprietary
Information”, “Party A’s Confidential Information”,
“For Party A’s Internal Use Only” or similar
language on other documents of Party A;
	 
	 	11.	 	Party B shall maintain the confidentiality of methodology (such as management
methods, etc.) that are disclosed to Party B during the course of employment.




The foregoing Confidential Information shall not include information related to Party A that Party
B obtains from third parties through legal channels or from the public domain or information that
is already known by Party B.





	•	 	In order to protect the Confidential Information of Party A, the Parties agree as follows:




(1) Party B acknowledges that the Confidential Information of Party A is a valuable asset with
commercial and industrial uses which has the potential to bring economic benefits to Party A and
which is not intended for disclosure to the general public.



(2) Party B acknowledges that Party A has established procedures and adopted measures to protect
the Confidential Information, and the former undertakes to abide by and comply with such procedures
and measures.



(3) Party B acknowledges that the disclosure of Party A’s Confidential Information
without the authorization of Party A or the divulging of the same will be injurious to the
interests of Party A, and may assist Party B or third parties in receipt of such Confidential
Information to obtain ill-gotten gains.




     (4) Party B undertakes that he shall not, at any time during his employment with Party A and
after the discharge of the employment relationship with Party A, engage in, directly or indirectly,
in whole or in part (unless Party B has already obtained prior written permission from Party A or
unless Party B has sufficient evidence to prove such information is already in the public domain),
any of the following actions with respect to the Confidential Information of Party A:




i. disclose or divulge Confidential Information to anyone for whom receipt of the same
has not been authorized by Party A ;



6









 






ii. announce or release the Confidential Information to any public media which has not
been approved by Party A;




iii. re-use the Confidential Information in any manner for Party B’s personal purposes
or for profit-making by others.


(5) Party B undertakes that he shall not, at any time during his employment with Party A and after
the discharge of the employment relationship with Party A, transmit confidential materials
containing Party A’s Confidential Information outside the workplace of Party A, or assist in the
transmitting thereof unless prior written permission from Party A has been obtained. The term
“transmit” as used herein shall include but not be limited to physical transfer, illegal
duplication, transmission of information through various modes of communication, transmission of
information through various network interfaces, etc.



(6) Party B undertakes that during the term of his employment with Party A, duplication of
documents in any form containing Party A’s Confidential Information shall be made out of necessity
relating to Party B’s work rather than for other purposes. Duplication procedures shall comply
with Party A’s confidentiality measures.



(7) Party B shall, prior to the discharge or termination of the employment relationship with Party
A, deliver to the recipient designated by Party A at Party A’s request all materials, originals and
duplicates of documents belonging to Party A which are in the Party B’s possession or under Party
B’s control and management.



(8) The foregoing confidentiality obligations shall be applicable to materials, data and
information which have been provided to Party A by third parties with accompanying restrictions on
their use, duplication or disclosure.



(9) Party B undertakes that, if it should discover that the Confidential Information of Party A is
being infringed upon by means of unauthorized use or disclosure, Party B shall immediately notify
Party A and take reasonable measures to assist Party A to prevent further infringement.



(10) Party B acknowledges that if any acts of breach under the Agreement result in the infringement
of Party A’s intellectual property rights or leads to circumstances involving unfair competition;
it shall bear responsibility for all consequential losses of Party A arising therefrom.



(11) Party A may assign the Agreement to its subsidiaries, branches or representative offices. In
the event that Party B is transferred within any of the above-mentioned companies, the Agreement
shall automatically be assigned to the new employer entity without requiring the


7









 






signature of Party B; provided, however, that if the new employer entity should request a new
agreement, both parties shall negotiate the signing of the same.



(12) The Agreement constitutes the sole document with respect to the employment of Party B by Party
A. It shall take effect on the effective date set forth herein after it is signed/sealed by the
parties. The Agreement comprises two originals, of which each party shall retain one original.
The period of validity shall comprise the entire period of Party B’s employment with Party A and
five years after the termination of the employment relationship between Party B and Party A. Party
A shall terminate the Agreement in writing.



(13) The Agreement shall be governed by and receive the protection of the laws of the People’s
Republic of China. If a dispute arises between the Parties to the Agreement and negotiations are
unsuccessful, then either Party may submit an application for arbitration to the Beijing Municipal
Labor Dispute Arbitration Commission. Any Party which refuses to comply with the arbitral award
may request a judgment thereon from the People’s Court.




[The remainder of this page is left blank]






8









 








(No substantive text on this page)




	 	 	 
	Party A: Beijing Yanhuang Shengshi Advertising Co.,Ltd.

	 	Party B:
	 
	 	 
	Seal:

	 	Signature:





Date:



Venue:




[Signature Page of the Non-Disclosure Agreement]







9









 








APPENDIX 6. FORM OF NON-COMPETE AGREEMENT





10









 








Non-Compete Agreement



This Non-Compete Agreement (hereinafter referred to as the “Agreement”) was signed by the following
parties on                     , in                     :





	 	(1)	 	Beijing Yanhuang Shengshi Advertising Co.,Ltd., a limited liability company organized
and existing under the laws of the People’s Republic of China (“PRC”), with its registered
address at South 320, Miaochengshizi Avenue, Miaocheng, Huairou District,
Beijing, PRC (hereinafter referred as “Party A”); and
	 
	 	(2)	 	[shareholder/senior management], Identity Card No.:                     , with a
residential address at:                                                                 
               (hereinafter
referred as “Party B”).






(The above signatories shall hereinafter be referred to, jointly, as the “Parties” and,
individually, as a “Party”.)




Whereas:




	 	(1)	 	Party A is a limited liability company that designs, produces, acts as an agent, and
publishes both domestic advertisements and advertisements of foreign companies coming to
China. Party A also organizes exhibitions, acts as an advertising consultant, and
organizes cultural and artistic exchange activities.
	 
	 	(2)	 	Party B owns a share interest in Party A (or holds the post of                      for Party
A.
	 
	 	(3)	 	Party B acknowledges that a breach of the Non-Compete obligations set forth in the
Agreement occurring during the period he owns a share interest in Party A (“Holding
Period”) or holds the post of                      of Party A (“Term of Employment”) and a specified
period of time thereafter will cause substantial harm to Party A.
	 
	 	(4)	 	In order to protect Party A’s interests, Party B hereby agrees to fulfill the
Non-Compete obligations in accordance with the terms and provisions of the Agreement.






Now Therefore, in accordance with the laws, regulations and rules of the PRC currently in effect
and as a result of equitable and friendly negotiations, the Parties hereby reach the following
agreement:




	I.	 	Definitions
	 
	 	 	Related Party






With respect to the Agreement, a Related Party of any person or entity shall mean: (1) an
organization of any type at which such person or entity holds a management position or of
which such person or entity is either a director or partner or in which, either
individually or in conjunction with a Related Party, such person or entity holds, directly
or indirectly, 10% or more actual interest; (2) such person or entity of which 10% or more
of its actual interest is directly or indirectly owned by a Related Party; (3) such person
or entity of which 10% or more of its actual interest and that of a Related Party is
directly or indirectly owned by the same person or entity; (4) any trust or other property
in which such person or entity owns a substantial actual interest or for which such person
or entity is acting as a trustee (or undertaking a similar duty of trust); and (5) any
person who cohabits with such person or is



11









 







the director or manager of such entity or its parent company or its subsidiary, or any
family member or spouse of such director or manager, or any family member of such spouse.




	 	 	Competing Business






Competing Business refers to any business which is in competition with Party A, including
but not limited to the following activities: (1) developing and manufacturing products
which compete with or which are similar to products developed or manufactured by Party A;
(2) distributing, trading or selling, through direct sales or using networks or by other
means, products that are manufactured in a different location but which compete with or
are similar to products distributed, traded or sold by Party A; (3) providing, by any
means, services which compete with or which are similar to services provided by Party A
(the foregoing products or services include any products or services under development by
Party A or products or services in the course of being planned and developed during the
period that Party B holds shares in Party A or during his Term of Employment); or (4)
possessing any other attributes which compete with Party A.




	II.	 	Non-Compete
	 
	 	 	Non-Compete Period






The Parties hereby agree that, in accordance with the intent of the Agreement, the
“Non-Compete Period” shall be the period during which Party B continues to be a Related
Party and a period of two (2) years thereafter. “Related Party Relationship” refers to
Party B’s related party relationship to Party A arising out of the fact that Party B owns
a share interest in Party A (or holds the post of the                      of Party A);
“Relationship Period” refers to the ongoing period during which Party B maintains a
Related Party Relationship with Party A. The Relationship Period shall be the longer of
Party B’s period of shareholding and the Term of Employment (if applicable).




	 	 	Non-Compete Territory






The Parties hereby agree that, in accordance with the intent of the Agreement, the
“Non-Compete Territory” shall refer to the entire world including, but not limited to, the
British Virgin Islands, the British Cayman Islands, the People’s Republic of China
(including the Special Administrative Region of Hong Kong, the Special Administrative
Region of Macau, and the territory of Taiwan, hereinafter referred as “China”), and any
other countries and territories in the world where Party A is currently developing or may
develop business in the future.




	 	 	Non-Compete Obligations






Without the prior written approval of Party A, Party B warrants that, within the
Non-Compete Period and the Non-Compete Territory, he shall not individually or in
conjunction with a Related Party:




	 	(1)	 	Engage in any conduct that will harm the interests of Party A (with respect
to the intent of Clause 2.3, “Party A” shall be interpreted as including Party A and
Party A’s subsidiary(ies), parent company(ies) or Related Party(ies)), or infringe on
the legal rights of Party A; or
	 
	 	(2)	 	Incite, induce, encourage, or facilitate by other means, any employee of
Party A to terminate the employment relationship with Party A, with the exception of
actions undertaken by Party B with Party A’s written approval in the course of the
performance of Party B’s duties within the Relationship Period.




12









 












	 	(3)	 	Incite, induce, encourage or facilitate by other means any supplier,
contractor or client of Party A (including, but not limited, to any golf operating
and management companies, advertising firms, or advertisers) to terminate its
cooperative relationship with Party A, or engage in any conduct which may have a
negative effect on the cooperative relationship between Party A and such supplier,
contractor or client.
	 
	 	(4)	 	Directly or indirectly, whether on Party B’s own behalf or acting as a
representative or employee of another person or organization, provide any consulting
services or other type of service that will assist others to engage in a Competing
Business.
	 
	 	(5)	 	Individually or in conjunction with others, by any means (including, but
not limited to, via investment, merger/acquisition, joint operation, joint venture;
cooperation, partnership; subcontracting arrangement, leasing arrangement or share
purchase) directly or indirectly engage in or participate in any business or activity
which competes or may constitute competition with businesses currently being
undertaken or to be undertaken by Party A.






	III.	 	Applicable Law and Dispute Resolution
	 
	 	 	Applicable Law






The Agreement shall be governed by the laws of the PRC and interpreted in accordance
therewith.




	 	 	Dispute Resolution






	 	(1)	 	The Parties shall use their best efforts to resolve any disputes arising
out of or in relation to the Agreement through friendly negotiations. If a dispute
is unable to be resolved by negotiations within sixty (60) days of any Party issuing
a notice to the other Party of the existence of such dispute, then such dispute
(including disputes related to the validity or existence of the Agreement) shall be
submitted to the Beijing Sub-Commission of the China International Economic and Trade
Arbitration Commission and be arbitrated in accordance with the arbitration
regulations of such Sub-Commission in effect at the time of arbitration.
	 
	 	(2)	 	The arbitral award shall be final and equally binding on the Parties and
may be compulsorily enforced in accordance with the stipulations of the relevant
terms and conditions thereof.
	 
	 	(3)	 	The arbitration fees shall be borne by the losing party, unless otherwise
specified by the arbitral award. If it is necessary for a Party to enforce the
arbitral award by means of litigation, the breaching party shall pay all reasonable
fees and expenses including, but not limited to, reasonable legal fees and any
additional litigation or enforcement fees arising out of a Party’s application for
the enforcement of the arbitral award.
	 
	 	(4)	 	During the period of dispute resolution, with the exception of the matters
in dispute, the Parties shall continue to fulfill the Agreement in its entirety.






	IV.	 	Remedies for Breach of Contract






	 	4.1	 	The Parties agree that if Party B breaches the Non-Compete obligations stipulated by
Clause II of the Agreement, he shall bear liability for such breach. All benefits and
proceeds acquired as a result of the breach of such Non-Compete obligations (such as work
product resulting from engaging in competition with Party A) shall become the property of
Party A.





13









 





	 	 	 	Furthermore, Party B shall compensate Party A for actual losses incurred by Party A as a
result of such breach. Party A shall also have the right to request that Party B
immediately terminate any activity related to the Competing Business.






	 	4.2	 	Party B acknowledges that the compensation for the losses described in Clause 4.1 above
will not constitute sufficient remedy for a breach of contract. Party B agrees that if the
breach of the Agreement by Party B results in any payments, liabilities or losses suffered
on the part of Party A (including but not limited to loss of profits by Party A), Party B
shall compensate Party A such payments, liabilities or losses (including but not limited to
interest and legal fees paid or lost as a result of the breach).
	 
	 	4.3	 	Party B agrees that, upon breach of the Agreement by Party B, he shall immediately
resign from all posts held with Party A (if any) and waive any claims against Party A which
may arise from such resignation.






	V.	 	Effective Date and Term of Contract
	 
	 	 	The Agreement shall be effective upon the signing thereof by the Parties and shall remain valid
until the expiration of the Non-Compete Period stipulated by Clause 2.1 of the Agreement.
However, termination of the Agreement shall not affect the rights of a non-breaching party to
pursue a breaching party for breach of contract in accordance with the Agreement.
	 
	VI.	 	Other






	 	6.1	 	Entire Agreement: The Agreement and its Appendices and Attachments (if any) are the
sole documents which completely and accurately describe the intentions of the Parties and
constitute the entire agreement between the Parties with respect to the matters set forth
herein. No prior statements, guarantees or agreements exist in relation to the Agreement.
Unless agreed in writing by both Parties, amendments, additions and deletions to the terms
and conditions of the Agreement shall not be binding on either Party.
	 
	 	6.2	 	Waiver: Any waiver of the breach of contract or fault under the Agreement is not to be
taken as waiver of any other breach of contract or fault, regardless of whether they are of
a similar nature. Any single or partial exercise of any right shall not exclude any other
future exercise of such right. Notwithstanding the foregoing, such waiver shall be valid
only upon issuance of a written document signed by an authorized signatory of the waiving
Party and whose contents indicate that it was issued as a result of circumstances
necessitating a waiver.
	 
	 	6.3	 	Severability: In the event that any term or condition of the Agreement is determined to
be invalid (for whatever reason), unless the invalidity of such term or condition has an
actual effect on the continued fulfillment of the contract as a whole, such invalidity
shall not affect the other terms and conditions of the Agreement and such invalid term or
condition shall be deemed to be deleted from the Agreement. After negotiations, the
Parties may sign a supplemental agreement to make arrangements regarding related matters.
	 
	 	6.4	 	Third Party Interests: The Agreement shall be binding on and shall inure to the benefit
of the Parties, their respective heirs, and those assignees approved by both Parties.
Nothing in the Agreement may be deemed to explicitly or implicitly grant any right, relief
or obligation to any other person or entity with the exception of the Parties, their
respective heirs and approved assignees.
	 
	 	6.5	 	Notice: All notices, claims, requests, acknowledgements or other correspondence shall
be made in writing, and the issuing party may personally, or through courier or registered
mail, deliver the same to the address of the receiving party set forth below (or a
different address




14









 






	 	 	 	as notified in writing by a Party). The time of delivery for all notices, claims,
requests, acknowledgements or other correspondence in relation to the Agreement shall be
deemed to be as follows: (1) in the event of a personal delivery, the actual time of
delivery; (2) in the event of courier, after the third (3rd) day from the date
of submission to the courier (if delivery occurs within three (3) days, then the actual
date of delivery shall be binding) ; (3) in the event of registered mail (or mail posted
overseas by air mail), after the fifth (5th) day from the date of posting (if
delivery occurs within five (5) days, then the actual date of delivery shall be binding).






To: Beijing Yanhuang Shengshi Advertising Co.,Ltd.

Address: South 320, Miaochengshizi Avenue, Miaocheng, Huairou District, Beijing



	 	 	 	 	 	 	 
	 

	 	 	 	Attention:
	 	Yigang Zhao
	 
	 	 	 	 	 	 
	 

	 	 	 	Telephone:
	 	010-67300990
	 
	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	010-67300978
	 
	 	 	 	 	 	 
	 

	 	To:
	 	[Party B]	 	 
	 

	 	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Telephone:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Fax:	 	 







	6.6	 	Headings: The headings of all clauses in the Agreement are for
reference only and shall not be utilized in the
interpretation of the Agreement or affect the meaning
of the Agreement.
	 
	6.7	 	Disclosure: Unless otherwise stipulated by laws and regulations, neither Party nor its
agent shall issue any public statements with respect to the Agreement or any other
documents or subsequent documents signed in respect to the matters herein without the prior
written consent of the other Party (such consent not to be unreasonably withheld).
	 
	6.8	 	Language: The Agreement is executed in Chinese.
	 
	6.9	 	Counterparts: The Agreement is executed in two (2) counterparts, one counterpart for
each Party.





(This page is intentionally left blank, the signature page is attached at the end)





15









 








(Non-Compete Agreement Signature Page, no other contents on this page.)



The Parties have noted the date of signature of the Agreement at the beginning of the document.




	 	 	 	 	 
	Party A:	 	Beijing Yanhuang Shengshi Advertising Co.,Ltd.
	 
	 	 	 	 
	 

	 	Legal Representative:
	 	(Signed and Sealed)                                                             
	 

	 	 	 	                                        [               ]
	 
	 	 	 	 
	Party B:

	 	[name]	 	 
	 
	 	 	 	 
	 	 	(Signature)                                                             






Non-compete Agreement Signature Page







16









 








APPENDIX 7. COMPANY’S MANAGEMENT STATEMENTS

AS AT JUNE 30, 2008





17












 






			
	Yanhuang 

Business Segment for Current Outdoor — Yanhuang

Amount in RMB unless otherwise stated
	 	Parts in green have formula






Outdoor Billboard




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Rolling	 	ACT	 	ACT	 	ACT	 	ACT	 	ACT	 	ACT	 	BUD	 	BUD	 	BUD	 	BUD	 	BUD	 	BUD	 	 
	 	 	2007	 	2008	 	Jan	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	Jul	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec	 	2009
	 	 	 
	Revenue
	 	 	88,381,034	 	 	 	92,262,372	 	 	 	5,317,323	 	 	 	4,796,003	 	 	 	5,233,076	 	 	 	20,458,885	 	 	 	5,533,064	 	 	 	5,404,449	 	 	 	9,635,283	 	 	 	9,628,795	 	 	 	9,628,795	 	 	 	5,801,462	 	 	 	5,515,041	 	 	 	5,310,195	 	 	 	—	 
	Revenue-billboard
	 	 	86,559,570	 	 	 	91,346,128	 	 	 	5,313,895	 	 	 	4,783,187	 	 	 	5,233,076	 	 	 	20,458,885	 	 	 	5,533,064	 	 	 	5,404,449	 	 	 	9,485,283	 	 	 	9,478,795	 	 	 	9,478,795	 	 	 	5,651,462	 	 	 	5,365,041	 	 	 	5,160,195	 	 	 	—	 
	Revenue-making
	 	 	1,821,464	 	 	 	916,244	 	 	 	3,428	 	 	 	12,816	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	150,000	 	 	 	150,000	 	 	 	150,000	 	 	 	150,000	 	 	 	150,000	 	 	 	150,000	 	 	 	 	 
	Revenue-projects
	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of sales
	 	 	(60,347,658	)	 	 	(58,657,633	)	 	 	(3,393,029	)	 	 	(2,842,350	)	 	 	(2,991,636	)	 	 	(12,114,068	)	 	 	(4,224,923	)	 	 	(4,061,345	)	 	 	(5,787,911	)	 	 	(5,823,485	)	 	 	(5,828,485	)	 	 	(3,911,392	)	 	 	(3,844,102	)	 	 	(3,834,908	)	 	 	—	 
	Media cost
	 	 	(56,791,441	)	 	 	(55,439,736	)	 	 	(3,215,771	)	 	 	(2,842,350	)	 	 	(2,991,636	)	 	 	(11,295,713	)	 	 	(4,003,600	)	 	 	(3,845,167	)	 	 	(5,408,500	)	 	 	(5,444,333	)	 	 	(5,449,333	)	 	 	(3,685,333	)	 	 	(3,629,500	)	 	 	(3,628,500	)	 	 	—	 
	Commission
	 	 	(3,556,217	)	 	 	(3,217,897	)	 	 	(177,258	)	 	 	 	 	 	 	 	 	 	 	(818,355	)	 	 	(221,323	)	 	 	(216,178	)	 	 	(379,411	)	 	 	(379,152	)	 	 	(379,152	)	 	 	(226,058	)	 	 	(214,602	)	 	 	(206,408	)	 	 	—	 
	Projects cost
	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales tax
	 	 	(2,653,526	)	 	 	(2,822,798	)	 	 	(161,641	)	 	 	(164,107	)	 	 	(188,281	)	 	 	(700,965	)	 	 	(109,884	)	 	 	(112,821	)	 	 	(323,179	)	 	 	(319,646	)	 	 	(319,226	)	 	 	(158,766	)	 	 	(140,359	)	 	 	(123,924	)	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gross profit
	 	 	25,379,849	 	 	 	30,781,941	 	 	 	1,762,653	 	 	 	1,789,547	 	 	 	2,053,159	 	 	 	7,643,852	 	 	 	1,198,258	 	 	 	1,230,284	 	 	 	3,524,192	 	 	 	3,485,664	 	 	 	3,481,084	 	 	 	1,731,304	 	 	 	1,530,581	 	 	 	1,351,363	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Making and maintenance
	 	 	(1,920,860	)	 	 	(2,158,866	)	 	 	(92,893	)	 	 	(106,121	)	 	 	(59,453	)	 	 	(511,472	)	 	 	(138,327	)	 	 	(135,111	)	 	 	(237,132	)	 	 	(236,970	)	 	 	(236,970	)	 	 	(141,287	)	 	 	(134,126	)	 	 	(129,005	)	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selling expense
	 	 	(246,863	)	 	 	(257,616	)	 	 	(23,625	)	 	 	(2,212	)	 	 	(3,732	)	 	 	(61,377	)	 	 	(16,599	)	 	 	(16,213	)	 	 	(28,456	)	 	 	(28,436	)	 	 	(28,436	)	 	 	(16,954	)	 	 	(16,095	)	 	 	(15,481	)	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Administrative expense
	 	 	(5,408,351	)	 	 	(4,927,943	)	 	 	(375,574	)	 	 	(511,780	)	 	 	(239,790	)	 	 	(1,022,944	)	 	 	(276,653	)	 	 	(270,222	)	 	 	(474,264	)	 	 	(473,940	)	 	 	(473,940	)	 	 	(282,573	)	 	 	(268,252	)	 	 	(258,010	)	 	 	—	 
	Depreciation & Amortization
	 	 	(204,132	)	 	 	(238,116	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	(19,843	)	 	 	 	 
	Financial expense
	 	 	522,877	 	 	 	181,122	 	 	 	150,622	 	 	 	(1,664	)	 	 	32,164	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-operating income/loss
	 	 	(50,500	)	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net profit before tax
	 	 	18,072,020	 	 	 	23,380,523	 	 	 	1,401,340	 	 	 	1,147,927	 	 	 	1,762,506	 	 	 	6,028,216	 	 	 	746,836	 	 	 	788,894	 	 	 	2,764,497	 	 	 	2,726,475	 	 	 	2,721,895	 	 	 	1,270,647	 	 	 	1,092,264	 	 	 	929,025	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income Tax
	 	 	(5,963,766	)	 	 	(5,845,131	)	 	 	(350,335	)	 	 	(286,982	)	 	 	(440,627	)	 	 	(1,507,054	)	 	 	(186,709	)	 	 	(197,223	)	 	 	(691,124	)	 	 	(681,619	)	 	 	(680,474	)	 	 	(317,662	)	 	 	(273,066	)	 	 	(232,256	)	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net profit after tax
	 	 	12,108,253	 	 	 	17,535,393	 	 	 	1,051,005	 	 	 	860,945	 	 	 	1,321,880	 	 	 	4,521,162	 	 	 	560,127	 	 	 	591,670	 	 	 	2,073,373	 	 	 	2,044,856	 	 	 	2,041,421	 	 	 	952,985	 	 	 	819,198	 	 	 	696,769	 	 	 	—	 






Key Revenue & Cost Drivers




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	2009	 
	 	 	 
	Revenue-billboard
	 	 	 	 	 	 	5,313,895.24	 	 	 	4,783,187.47	 	 	 	5,233,076.34	 	 	 	20,458,884.71	 	 	 	5,533,063.90	 	 	 	5,404,449.26	 	 	 	9,485,283	 	 	 	9,478,795	 	 	 	9,478,795	 	 	 	5,651,462	 	 	 	5,365,041	 	 	 	5,160,195	 	 	 	—	 
	No. of playground
	 	 	 	 	 	 	24	 	 	 	20	 	 	 	24	 	 	 	25	 	 	 	26	 	 	 	23	 	 	 	38	 	 	 	37	 	 	 	37	 	 	 	36	 	 	 	35	 	 	 	34	 	 	 	 	 
	Occupation rate
	 	 	 	 	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%	 	 	 	 
	Average price per month for each billboard
	 	 	 	 	 	 	212,299	 	 	 	228,875	 	 	 	216,262	 	 	 	225,890	 	 	 	222,646	 	 	 	234,976	 	 	 	205,243	 	 	 	210,592	 	 	 	210,592	 	 	 	188,831	 	 	 	193,131	 	 	 	198,284	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales Tax
	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%	 	 	-8.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Media cost
	 	 	 	 	 	 	-3,215,770.87	 	 	 	-2,842,350.00	 	 	 	-2,991,635.84	 	 	 	-11,295,712.50	 	 	 	-4,003,599.96	 	 	 	-3,845,166.69	 	 	 	-5,408,500	 	 	 	-5,444,333	 	 	 	-5,449,333	 	 	 	-3,685,333	 	 	 	-3,629,500	 	 	 	-3,628,500	 	 	 	—	 
	Ratio of Media cost
	 	 	 	 	 	 	-60.7	%	 	 	-67.9	%	 	 	-61.2	%	 	 	-76.6	%	 	 	-72.9	%	 	 	-71.1	%	 	 	-81.0	%	 	 	-81.0	%	 	 	-81.1	%	 	 	-82.4	%	 	 	-82.1	%	 	 	-82.3	%	 	 	 	 
	Commission
	 	 	 	 	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%	 	 	-4.0	%
	Making and maintenance
	 	 	 	 	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%	 	 	-2.5	%
	Selling expense
	 	 	 	 	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%	 	 	-0.3	%
	Administrative expense
	 	 	 	 	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%	 	 	-5.0	%
	Income Tax
	 	 	 	 	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%	 	 	-25.0	%
	Revenue signed
	 	 	 	 	 	 	5,313,895.24	 	 	 	4,783,187.47	 	 	 	5,233,076.34	 	 	 	20,458,884.71	 	 	 	5,533,063.90	 	 	 	5,404,449.26	 	 	 	4,743,615.90	 	 	 	4,487,128.57	 	 	 	4,487,128.57	 	 	 	3,493,128.57	 	 	 	3,206,707.84	 	 	 	3,185,195.17	 	 	 	44,619,571.29	 
	Estimated Revenue
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4,741,666.67	 	 	 	4,991,666.67	 	 	 	4,991,666.65	 	 	 	2,158,333.33	 	 	 	2,158,333.33	 	 	 	1,975,000.02	 	 	 	 	 
	Costs signed
	 	 	 	 	 	 	3,215,770.87	 	 	 	2,842,350.00	 	 	 	2,991,635.84	 	 	 	11,295,712.50	 	 	 	4,003,599.96	 	 	 	3,845,166.69	 	 	 	3,758,500.00	 	 	 	3,598,499.96	 	 	 	3,603,499.98	 	 	 	2,772,833.33	 	 	 	2,717,000.00	 	 	 	2,715,999.99	 	 	 	27,245,499.93	 
	Estimated Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,650,000.00	 	 	 	1,845,833.33	 	 	 	1,845,833.33	 	 	 	912,500.00	 	 	 	912,500.00	 	 	 	912,500.01	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	17,374,071.36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	9,485,282.57	 	 	 	9,478,795.24	 	 	 	9,478,795.22	 	 	 	5,651,461.90	 	 	 	5,365,041.17	 	 	 	5,160,195.19	 	 	 	 	 
	 
	 	 	 	 	 	 	-3,215,770.87	 	 	 	-2,842,350.00	 	 	 	-2,991,635.84	 	 	 	-11,295,712.50	 	 	 	-4,003,599.96	 	 	 	-3,845,166.69	 	 	 	-5,408,500.00	 	 	 	-5,444,333.29	 	 	 	-5,449,333.31	 	 	 	-3,685,333.33	 	 	 	-3,629,500.00	 	 	 	-3,628,500.00	 	 	 	 	 






 









 






APPENDIX 8. RESTRUCTURING MEMORANDUM





	1.	 	Equity structure and registered capital of the Company and Affiliates prior to the
Restructuring





	 	 	 	 	 
	 	 	 	 	Percentage of equity interest held
	Company name	 	Registered capital	 	by shareholders
	Beijing Yanhuang 

Shengshi Advertising 

Company Limited

	 	RMB5 million
	 	Yigang Zhao holds 75% of
the equity interest in
the Company;
Youyi Wang holds 10% of
the equity interest in
the Company;
Bin He holds 10% of the
equity interest in the
Company;
Ting Li holds 5% of the
equity interest in the
Company.
	 
	 	 	 	 
	Beijing Langrui
Advertising Media Co.,
Ltd.

	 	RMB500,000
	 	Cash capital
contribution of
RMB350,000 by Zhaodong
An;
Cash capital
contribution of
RMB150,000 by Yuying
Zheng.
	 
	 	 	 	 
	Beijing Shenzhoushengshi
Advertising Co., Ltd.

	 	RMB500,000
	 	Capital contribution of
RMB250,000 by Bin He;
Capital contribution of
RMB250,000 by Youyi
Wang.
	 
	 	 	 	 
	Shanghai Langli
Advertising Media Co.,
Ltd.

	 	RMB500,000
	 	Capital contribution of
RMB250,000 by Ying Wang;
Capital contribution of
RMB250,000 by Ting Li.
	 
	 	 	 	 
	Hangzhou Yibao
Advertising Co., Ltd.

	 	RMB1,000,000
	 	Capital contribution of
RMB800,000 by Min Zheng,
accounting for 80% of
the registered capital;
Capital contribution of
RMB200,000 by Wei Li,
accounting for 20% of
the registered capital.







	2.	 	Equity structure and registered capital of the Company and Affiliates after the Restructuring





	 	 	 	 	 
	 	 	 	 	Percentage of equity interest to be
	Company name	 	Registered capital	 	held by shareholders
	Beijing Yanhuang 

Shengshi Advertising 

Company Limited

	 	RMB5 million
	 	Redgate Interactive
Advertising (Beijing)
Co., Ltd. holds 51% of
the equity interest in
the Company;
Yigang Zhao holds 36.75%
of the equity interest
in the Company;
Youyi Wang holds 4.9% of
the equity interest in
the Company;
Bin He holds 4.9% of the
equity interest in the
Company;
Ting Li holds 2.45% of
the equity interest in
the Company.






 









 






	 	 	 	 	 
	 	 	 	 	Percentage of equity interest to be
	Company name	 	Registered capital	 	held by shareholders
	Beijing Langrui
Advertising Media Co.,
Ltd.

	 	RMB500,000
	 	Beijing Yanhuang
Shengshi Advertising
Company Limited holds
all of the equity
interest
	 
	 	 	 	 
	Beijing Shenzhoushengshi
Advertising Co., Ltd.

	 	RMB500,000
	 	Beijing Yanhuang
Shengshi Advertising
Company Limited holds
all of the equity
interest
	 
	 	 	 	 
	Shanghai Langli
Advertising Media Co.,
Ltd.

	 	RMB500,000
	 	Beijing Yanhuang
Shengshi Advertising
Company Limited holds
all of the equity
interest
	 
	 	 	 	 
	Hangzhou Yibao
Advertising Co., Ltd.

	 	RMB1,000,000
	 	Capital contribution of
RMB800,000 by Beijing
Yanhuang Shengshi
Advertising Company
Limited, accounting for
80% of the registered
capital;
Capital contribution of
RMB200,000 by Wei Li,
accounting for 20% of
the registered capital.






2









 






APPENDIX 9. LIST OF ADVERTISING SIGN LOCATIONS








3









 








Appendix IX List of Billboard Points




	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	1

	 	East 4th
Ring Road Honglingjin

Bridge 6# Pillar
	 	6m × 18m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East 4th Ring Road
with Beijing Prosperous Tang Dynasty Advertising Co., Ltd.;

Beijing 4th Ring Road Advertisement Setup Planning published on the website of “Beijing Municipal
Administration Commission”
 (http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	2

	 	East 4th
Ring Road Liulitun

Bridge 5# Pillar
	 	6m × 18m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East 4th Ring Road
with Beijing Prosperous Tang Dynasty Advertising Co., Ltd.;

Beijing 4th Ring Road Advertisement Setup Planning published on the website of “Beijing Municipal
Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	3

	 	East 4th Ring Road
Shibalidian Bridge #10
Pillar (Northwest
Corner of Jing-Jin-Tang
Interchange)
	 	Unipole;
7m × 21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East 4th Ring Road
with Beijing Gonglian Road Network Co., Ltd.;

Beijing 4th Ring Road Advertisement Setup Planning published on the website of “Beijing Municipal
Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	4

	 	East 4th Ring Road #1
Pillar (inner ring at
the Northwest Corner of
Yunxiao Bridge)
	 	Unipole

Three sides

6m × 18m × 3 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East 4th Ring Road
with Beijing Gonglian Road Network Co., Ltd.;

Beijing 4th Ring Road Advertisement Setup Planning published on the website of “Beijing Municipal
Administration Commission” 
(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup Planning
	 
	 	 	 	 	 	 
	5

	 	East 4th Ring Road #2
Pillar (Outer Ring
north of the road at
Jiuxianqiao Exit)
	 	Unipole
Two sides;
7m × 21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East 4th Ring Road
with Beijing Gonglian Road Network Co., Ltd.;

Beijing 4th Ring Road Advertisement Setup Planning published on the website of “Beijing Municipal
Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup Planning






 









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	6

	 	Complex Building Roof
Billboard at the west
of Capital Airport Car
Park
	 	Roof billboard;
37m × 8.5m
	 	The Company has signed the Outdoor Contract with Beijing Xingkaite Advertising Co., Ltd.; the Official
Approval for the Application of Sinotrans Beijing Air Transport Company to Replace the Old Roof Billboard at
the Capital Airport (JXF (1994) No. 14), Beijing Municipal CPC Committee Propaganda Department approved in
1993 permits Beijing Kaite Advertising Co., Ltd. to change the original billboard to an economic billboard
and complete the approval formalities with the Beijing Steering Group for Approval Management of Outdoor
Advertisements.
	 
	 	 	 	 	 	 
	7

	 	Unipole south of
Tianzhu Toll-gate on
Beijing Airport Road,
18.5km away from the
city proper
	 	High pole;
6M(H) × 18M(W) × 2 sides
	 	The Company has signed the Contract for Advertising with Shanghai Asiaray Advertising Co., Ltd.; no other
licenses and permits. As introduced by the Company, the billboard is managed by the airport.
	 
	 	 	 	 	 	 
	8

	 	Wall Light Box at Rapid

Transit Stop, F/2,

Building A 3# Terminal,

Beijing Airport
	 	Wall light box;
6.8M(W) × 2M(H) (2 sides)
	 	The Company has signed the Contract for Advertising with Shanghai Asiaray Advertising Co., Ltd.; no other
licenses and permits. As introduced by the Company, the billboard is managed by the airport.
	 
	 	 	 	 	 	 
	9

	 	Unipole H3-5, Entrance

& Exit Channel, Harbin

International Airport
	 	6m × 18m × 2 sides;
1 unipole
	 	The Company has signed the Contract with Advertisement Department of Harbin International Airport; no other
licenses and permits. As introduced by the Company, the billboard is managed by the airport.
	 
	 	 	 	 	 	 
	10

	 	Light box at the
domestic arrival point
of the terminal
building, Harbin
Taiping International
Airport
	 	Light box inside the
terminal;
6m (W) × 2m (H)
	 	The Company has signed the Advertisement Contract with Heilongjiang Branch of Beijing Capital Airport
Advertising Co., Ltd.; no other licenses and permits. As introduced by the Company, the billboard is managed
by the airport.
	 
	 	 	 	 	 	 
	11

	 	Roof signboard,

Five-ring Plaza,

Zhonghe Flyover,

Hangzhou
	 	Roof billboard;
43m (H) × 7m (W)
	 	The Company has signed the Outdoor
Advertising Contract with Hangzhou Shiyou Advertisement Planning Co.,
Ltd.;

Hangzhou Outdoor Advertisement Setup Registration Certificate, according to which, the use period is from
April 30 2007 to April 29, 2008, the advertising content is the public welfare advertisement for the FIFA
Women’s World Cup and the advertising form is light box.






2









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	12

	 	Roof signboard, Central

Hotel, Airport Road,

Guangzhou
	 	Roof billboard;
South/North: 6M(H) ×
36M(W) × 2 sides
East: 6M(H) × 6.5M(W)
	 	The Company has signed the Outdoor Advertising Contract and Supplementary Agreement with Guangzhou Topstar
Advertising Co., Ltd.;

Guangzhou Outdoor Advertisement Registration Certificate (HHWGDZ No. 000100114) issued by Guangzhou Municipal
Administration for Industry and Commerce, which stipulates that the advertising media is neon sign, with a
size of 6×36 (2 pieces) (South and North Sides) and 6.5×6 (East Side) and the content is Grand Cherokee, for
a period from June 20, 1995 to December 31, 2002.
	 
	 	 	 	 	 	 
	13

	 	Roof of Minzhu
Building, 39 Guangzhou
Avenue Central
	 	Roof billboard
inkjett painting with
spotlight
(38.1+10.6)m(w) × 8m(h)
	 	The Company has signed the Outdoor Advertisement Contract with Guangzhou Topstar Advertising Co., Ltd.;
Guangzhou Outdoor Advertisement Registration Certificate (HHWGDZ (S) No. 02110783) issued by Guangzhou
Municipal Administration for Industry and Commerce, which prescribes the advertising period from July 14,
2004 to May 17, 2008 and the advertising form as outdoor inkjet painting, with a size of 50m (L) and 8m (H).
	 
	 	 	 	 	 	 
	14

	 	Southwest roof

billboard, Yaojing

Hotel, Spring City

Square
	 	Roof billboard

25m × 10m
	 	The Company has signed the Advertisement Preparation Contract with Shandong Beidou Advertisement Co., Ltd.;
Urban Administration Notice ([2008] No. 032) issued by Jinan Municipal Construction Commission, which
specifies the period of one year from March 13, 2008, with a size of 40×10, 20×10.
	 
	 	 	 	 	 	 
	15

	 	Xincheng Avenue, Wenzhou
	 	Frontlit double-side
unipole advertisement
(Unipole Billboard)
4.33m × 13m × 2 sides
	 	The Company has signed the Zhejiang Advertisement Undertaking Contract and Advertising Contract
(Supplementary) with Wenzhou Blue-sky Advertisement Planning Co., Ltd.;

Outdoor Advertisement Registration Certificate (WLGS-HWGDZ No. 70617) issued by Wenzhou Administration for
Industry and Commerce Lucheng Branch, which specifies the advertising period as from November 6, 2007 to
November 5, 2008, advertising form, number and size as showboard and 13.5m*4.5m and advertising content as
Dongfeng Peugeot.
	 
	 	 	 	 	 	 
	16

	 	Curtain wall of Jinshan
Hotel, 24 Zhonghe Road,
Hangzhou
	 	Curtain wall

20m × 30m
	 	The Company has signed the Outdoor Advertising Contract with Hangzhou Shiyou Advertisement Planning Co., Ltd.;
Under construction
	 
	 	 	 	 	 	 
	17

	 	Wall surface of Zengze
Plaza, 1590 Yanan West
Road, Shanghai
	 	Wall advertisement
East: 4m × 14m; west:
18m × 6m
	 	Shanghai Langli Advertising Media Co., Ltd. has signed the Outdoor Advertising Contract with Shanghai
Art-designing Corp;

Outdoor Advertisement Registration Certificate (HHWGD (S) No. 20070000732) issued by Shanghai Municipal
Administration for Industry and Commerce, which specifies the advertisement name as Wuliangye 10Y Old Wine
Lexus, the advertising period as from January 28, 2008 to April 9, 2008, particular location as wall,






3









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	 

	 	 	 	 	 	advertising place as 1590 Yanan West Road, advertising form as wall billboard and size as (1) 6m (H), 18m
(W), 1 side, 1 piece, (2) 14m (H), 4.5m (W) , 1 side, 1 piece; and

Shanghai Administrative Permit for City Appearance, Environment and Sanitation issued by Shanghai Changning
District Administration of City Appearance, which specifies the advertisement content as VOLVO Automobile,
advertising media as light board (steel), advertisement size as (22×6m) (14×4m), number of advertising media
as 2 pieces and advertising period as from June 20, 2005 to June 19, 2006.
	 
	 	 	 	 	 	 
	18

	 	Wangfujing Entrance to
Oriental Plaza
	 	1 door lintel
9.4m × 2.2m
	 	The Company has signed the Oriental Plaza Advertising Contract with Beijing Dahua Quanqiu Advertising Co.,
Ltd.;

No other licenses and permits. As explained by the Company, the billboard is actually managed by Beijing
Dahua Quanqiu Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	19

	 	Dongdan Entrance to
Oriental Plaza
	 	1 lintel
9.4m × 2.2m
	 	The Company has signed the Oriental Plaza Advertising Contract with Beijing Dahua Quanqiu Advertising Co.,
Ltd.;

No other licenses and permits. As explained by the Company, the billboard is actually managed by Beijing
Dahua Quanqiu Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	20

	 	Tsinghua Science &
Technology Park,
Minzhuang Road, Haidian
District (billboards on
both sides of the south
entrance to Yuquan
Huigu, first four
groups from east)
	 	8-side billboard

Ground-mounted light box
	 	Beijing Longrich has signed the Billboard Lease Agreement with Beijing Yuquan Huigu Property Management Co.,
Ltd.;

No other licenses and permits. As explained by the Company, the billboard is actually managed by Beijing
Yuquan Huigu Property Management Co., Ltd.
	 
	 	 	 	 	 	 
	21

	 	West of Seamen’s Club,
Renmin Road, Zhongshan
District, Dalian
	 	Wall billboard
13.35m × 23.4m (Vertical)
	 	The Company has signed the Outdoor Advertising Contract with Dalian Guoyuwujiang Media Co., Ltd.;

Dalian Outdoor Advertising Right Agreement signed by and between Planning and Finance Division of Dalian
Administration of Urban Construction and Dalian Guoyuwujiang Media Co., Ltd., which specifies the billboard
size as 13×27m, advertising frame as public welfare frame and the use period as from August 20, 2007 to
August 19, 2010.
	 
	 	 	 	 	 	 
	22

	 	Three-side T signboards
at the juncture of
Hongfu East Road,
Xinyuan Road, Bayi
Road, and Songshanhu
Avenue, Dongguan
	 	T-type three-side pillar
18m (L), 7m (H); three
sides
	 	The Company has signed the Lease Contract with Dongguan Botao Advertisement Decoration Co., Ltd.;

Dongguan Botao Advertisement Decoration Co., Ltd has obtained the Dongguan Outdoor Advertisement Setup Permit
(GS (SS)Z No. 07-12-42) issued by Dongguan Administration of Urban Construction, which specifies the setup
period as from December 29, 2007 to December 28, 2008, the setup size as 18m (L) × 6m (H) and the media as
outdoor advertisement pole.






4









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	23

	 	Ningbo Airport Road in
the direction of the
city proper
	 	Two sides of the
revolving billboard
(note: two sides for
business advertising
and other for public
welfare advertising);
47m × 6.7m
	 	The Company has signed the Ningbo Leshe International Airport Advertising Contract with Ningbo Airport United
Advertising Co., Ltd.;

Ningbo Airport United Advertising Co., Ltd. has obtained the Outdoor Advertisement Registration Certificate
(Certificate No.: 2008004) issued by Ningbo Administration for Industry and Commerce, which specifies the
advertising period as from January 19, 2008 to September 19, 2008 and the form of three-side revolving
showboard (two pieces) with a size of 40m×6m×3-side.
	 
	 	 	 	 	 	 
	24

	 	18 light pole banners

on Wulin Square,

Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed the Agreement for Outdoor Colour Banner with
Hangzhou Power Advertising Co., Ltd.; Hangzhou Shiyou Advertisement Planning Co., Ltd. undertakes to transfer
its rights and obligations under the above agreement to Hangzhou Yibo Advertising Co., Ltd. and complete the
relevant formalities for transfer as soon as possible.

No license and permit. As explained by the Company, the billboard is a temporary one and is actually managed
by Hangzhou Wulin Square Management Committee.
	 
	 	 	 	 	 	 
	25

	 	49 light pole banners

on Wulin Square,

Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed the Agreement for Wulin Square Banner Advertising
with Hangzhou Wulin Square Management Committee; Hangzhou Shiyou Advertisement Planning Co., Ltd. undertakes
to transfer its rights and obligations under the above agreement to Hangzhou Yibo Advertising Co., Ltd. and
complete the relevant formalities for transfer as soon as possible.

No license and permit. As explained by the Company, the billboard is a temporary one and is actually managed
by Hangzhou Wulin Square Management Committee.
	 
	 	 	 	 	 	 
	26

	 	East of Zhejiang
Exhibition Hall on
Wulin Square, Hangzhou
	 	34m × 6m × 1 side
	 	The Company has signed the Advertising Contract with Hangzhou Yangcheng Advertising Co., Ltd.;

No other licenses and permits. As explained by the Company, the billboard is a temporary one and is actually
managed by Hangzhou Yangcheng Advertising Co., Ltd.
	 
	 	 	 	 	 	 
	27

	 	6 columns Tianhe

Airport Road, Wuhan
	 	Unipole billboard

20m × 7m × 2 sides
	 	The Company has signed the Outdoor Advertising Contract with Wuhan Lineland Advertising Co., Ltd.;

Outdoor Advertisement Setup Permit (Temporary) (WCGZ (2007) No. 37) issued by Wuhan Urban Administration,
which specifies the valid period as from September 15, 2007 to September 14, 2008, overall form as unipole,
media as inkjet paining, size as 20m ×7m and number as 1.






5









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	28

	 	At the entrance to
Victory Park, Renmin
Street, Changchun
	 	Unipole (doublte-side)

18m × 6m × 2 sides
	 	The Company has signed the Outdoor Contract with Changchun Haotian Advertising Co., Ltd.;

Decision for Unipole Advertisement Setup (No.: SGG 200510170060), which specifies the setup content as the
unipole advertisement, period as from January 1, 2006 to December 31, 2010, style and size as steel
structure, ink-jet painting, with upper and lower lights, two sides (one side in 18m (L) and 6m (H), pole
diameter of 1.2m and total height of 18m.
	 
	 	 	 	 	 	 
	29

	 	Location A, Wall

Surface, Chengcheng

Plaza, Dianchi Road,

Kunming
	 	Wall billboard

19m × 10m
	 	The Company has signed the Outdoor Advertising Contract with Kunming Shengmeida Advertising Co., Ltd.;

Notice for Transition of Temporary Outdoor Setup upon Expiration (XCGHWGGTZ [2008] No. 11) issued by Kunming
Xishan District Urban Administration, which specifies the transitional period as from April 7, 2008 to
December 31, 2008, and the setup form as the ink-jet painting plus frontlit decoration;

Outdoor Advertisement Registration Certificate (KGS (2008) HWGDZ No. 0380) issued by Kunming Administration
for Industry and Commerce, which specifies the advertising media as poster, the size as
19×10=190m2 , type as business outdoor advertisement and the period from May 30, 2008 to December
31, 2008.
	 
	 	 	 	 	 	 
	30

	 	X2 Xiaoshan

International Airport,

Hangzhou
	 	Unipole

18m × 6m × 2 sides
	 	The Company has signed the Outdoor
Advertising Contract with Hangzhou Liangche Advertising Co., Ltd.;


No other licenses and permits. As explained by the Company, the billboard is actually managed by the airport.
	 
	 	 	 	 	 	 
	31

	 	Car Park No. 1, Hongluo
Temple, Huairou
District, Beijing
	 	Ground-mounted

showboard, 3m×4m
	 	Huairou County Huairou Town Luzhuang Economic Cooperatives and Beijing Yurun Advertising Co., Ltd. signed the
Land Occupation Agreement on February 26, 2002, which stipulates that Huairou County Huairou Town Luzhuang
Economic Cooperatives agrees to allow Beijing Yurun Advertising Co., Ltd. to set up guideposts at Hongluo
Temple No. 1 Car Park under the custody of Huairou County Huairou Town Luzhuang Economic Cooperatives.
Beijing Yurun Advertising Co., Ltd. issued the power of attorney in March, 2007, stating that it will
transfer its advertising cooperation project with Beijing McDonalds Food Co., Ltd. in Huairou District to
Beijing Longrich Advertising Media Co., Ltd., and that the relevant cooperation content and terms will be as
per the original contract.

Currently, the land occupation agreement is actually performed by Beijing Longrich Advertising Media Co., Ltd.
No other licenses and permits.
	 
	 	 	 	 	 	 
	32

	 	At the juncture of
Futong East Street,
Guangshun South Street,
and Huajiadi South
Street, Wangjing,
Beijing
	 	Banners
	 	The Company has signed the Outdoor Advertising Contract with Beijing Meizhong Times Media Advertising Co.,
Ltd.;

No other licenses and permits. As explained by the Company, the billboard is a temporary one and is actually
managed by Beijing Meizhong Times Media Advertising Co., Ltd.






6









 






	 	 	 	 	 	 	 
	Sr.	 	 	 	 	 	 
	No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained
	33

	 	Mutianyu Round-about,

Huairou District
	 	Ground-mounted

showboard, 3m×6m
	 	Beijing Longrich Advertising Media Co., Ltd. has signed the Agreement for Land Occupation with Quansuo Yang; 

No other licenses and permits. As per description of the Company, the billboard is erected in the courtyard
of Quansuo Yang and is actually managed by Quansuo Yang.







7











 





APPENDIX 10. LIST OF CLOSING DOCUMENTS




 









 





Appendix X




Project Yanhuang—List of Steps for Delivery



For the purpose of description in the list, in the following text:





	1.	 	Redgate Interactive Advertising (Beijing) Co., Ltd. is referred to as “Redgate Interactive”;
	 
	 	 	Beijing Yanhuang Shengshi Advertising Co., Ltd. is referred to as the “Company”;
	 
	 	 	Yigang Zhao, Bin He, Youyi Wang and Ting Li are collectively referred to as the “Original
Shareholders”;
	 
	 	 	Investment Framework Agreement signed on August 3, 2008 by and among Redgate Interactive and
the Company and its Original Shareholders with respect to the investment of Redgate
Interactive in the Company is referred to as the “Investment Agreement”;
	 
	2.	 	Enterprises invested by or subsidiary commercial operation entities of the Company are
collectively referred to as the “Company’s Subsidiary Companies”, including Beijing Shenzhou
Shengshi Advertising Co., Ltd. and Shanghai Longli Advertisement and Media Co., Ltd., while
the Company’s Subsidiary Companies and the Company are collectively referred to as the
“Companies of Yanhuang”;
	 
	3.	 	King & Wood PRC Lawyers is referred to as “King & Wood” and Jingtian & Gongcheng Attorneys is
referred to as “Jingtian & Gongcheng”.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Documents	 	 
	 	 	 	 	 	 	 	 	Required/Involved or	 	 
	No.	 	Subjects	 	Matters	 	Deadline	 	Instructions	 	Remarks
	1(5.1.1)

	 	Original
Shareholders and
the Company with
cooperation of
Jingtian &
Gongcheng
	 	The Company’s
Meeting of
Shareholders have
adopted all the
necessary
resolutions to:
	 	Prior to delivery
	 	1.1 Resolutions of the
Company’s Meeting of
Shareholders
	 	Jingtian &
Gongcheng may help
the Company draft
the resolution
documents
	 

	 	 	 	(i) approve the
transactions
prescribed in the
Investment
Agreement;

(ii) approve the
relevant amendments
to the Company’s
Articles of
Association;

(iii) Existing
shareholders waive
preemptive rights
respectively.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	2(5.1.2)

	 	Redgate
Interactive,
Original
Shareholders and
the Company
	 	Upon signing the
Investment
Agreement, the
existing
shareholders and
the investors have
also signed the
Equity Transfer
Agreement and the
Restated Articles
of Association
	 	Prior to delivery
	 	2.1 Finalized Investment
Agreement, Equity Transfer
Agreement and Restated
Articles of Association;	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Documents	 	 
	 	 	 	 	 	 	 	 	Required/Involved or	 	 
	No.	 	Subjects	 	Matters	 	Deadline	 	Instructions	 	Remarks
	 
	 	 	 	 	 	 	 	 	 	 
	3
(5.1.3)

	 	Original
Shareholders and
the Company, with
the cooperation of
King & Wood
	 	The warranties made
by the Company and
the Original
Shareholders remain
true, accurate and
complete without
any misguiding
nature on the date
of the Investment
Agreement and on
the date of
completing the
equity transfer
	 	Prior to delivery
	 	3.1 Undertaking of Delivery
	 	King & Wood shall
provide the
undertaking of
delivery
	 
	 	 	 	 	 	 	 	 	 	 
	4(5.1.4)

	 	Original
Shareholders and
the Company, with
the cooperation of
King & Wood
	 	The Company shall
submit to the
investors a letter
duly signed by the
authorized agent of
the Company,
confirming that, as
of the date of
completing the
equity transfer,
the Company has not
been involved in
any matter having
any material
adverse impact on
the business
operation or
financial position
	 	Prior to delivery
	 	4.1 Undertaking of Delivery
	 	King & Wood shall
provide the
undertaking of
delivery
	 
	 	 	 	 	 	 	 	 	 	 
	5(5.1.5)

	 	Original
Shareholders and
the Company, with
the cooperation of
Jingtian &
Gongcheng
	 	Registration for
alternation in
connection with the
equity transfer has
been completed with
the Administration
for Industry and
Commerce. The
Company’s register
of shareholders has
been altered
accordingly, and
the investors have
obtained the
Contribution
Certificate issued
by the Company
	 	Prior to delivery
	 	5.1 Application for
Registration of Corporate
Alteration signed by the
legal representative of
the Company and relevant
registration forms for
alteration of shareholders
and the corporate type; 

5.2 Certificate of
Designated Representative
or Jointly Authorized
Agent issued by the
Company and photocopy of
the ID card of the
designated representative
or authorized agent
(signed personally); 

5.3 Amendments to the
Company’s Articles of
Association (signed by the
legal representative of
the Company); 

5.4 Resolutions of the
Company’s Meeting of
Shareholders; 

5.5 Equity Transfer
Agreement or Certificate
of Equity Delivery; 

5.6 The Company’s
Corporate
	 	Complete the
formalities at the
administration for
industry and
commerce where the
Company is
incorporated






2









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Documents	 	 
	 	 	 	 	 	 	 	 	Required/Involved or	 	 
	No.	 	Subjects	 	Matters	 	Deadline	 	Instructions	 	Remarks
	 

	 	 	 	 	 	 	 	Business License	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	6(5.1.6)

	 	Original
Shareholders and
the Company, with
the cooperation of
Jingtian &
Gongcheng
	 	The Company’s Board
of Directors is
composed of five
(5) directors and
three (3) directors
assigned by the
investors: Peter
Brack, Xingqiang
Mai and Ying Zhu
have been
officially
appointed; Ying Zhu
has been officially
appointed as the
chairman
	 	Prior to delivery
	 	6.1 Application for
Registration of Corporate
Alteration signed by the
legal representative of
the Company and relevant
registration forms for
alteration of shareholders
and the corporate type; 

6.2 Certificate of
Designated Representative
or Jointly Authorized
Agent issued by the
Company and photocopy of
the ID card of the
designated representative
or authorized agent
(signed personally); 

6.3 Amendments to the
Company’s Articles of
Association (signed by the
legal representative of
the Company); 

6.4 Resolutions of the
Company’s Meeting of
Shareholders; 

6.5 Equity Transfer
Agreement or Certificate
of Equity Delivery; 

6.6 The Company’s
Corporate Business License
	 	Complete the
formalities at the
administration for
industry and
commerce where the
Company is
incorporated
	 
	 	 	 	 	 	 	 	 	 	 
	7(5.1.7)

	 	The Company, with
the cooperation of
King & Wood
	 	The Company has
signed the formal
Employment Contract
with all the
employees disclosed
in Item 7.18(2) of
Appendix IV to the
Investment
Agreement: List of
Disclosure, and has
paid all the social
security premiums
for all the
employees according
to the requirements
of the Chinese law
and regulations
	 	Prior to delivery
	 	7.1 Sample of Employment
Contract 

7.2 Credentials for
payment of social
securities or relevant
certificates
	 	King & Wood
provides the sample
of the employment
contract
	 
	 	 	 	 	 	 	 	 	 	 
	8(5.1.8)

	 	Original
Shareholders and
the Company, with
the cooperation of
King & Wood
	 	The Company has
signed with all the
major management
personnel and the
existing
shareholders the
employment contract
inclusive of the
confidential clause
with a term of at
least three years,
and, with
	 	Prior to delivery
	 	8.1 Sample of Employment
Contract
	 	King & Wood
provides the sample
of the employment
contract






3









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Documents	 	 
	 	 	 	 	 	 	 	 	Required/Involved or	 	 
	No.	 	Subjects	 	Matters	 	Deadline	 	Instructions	 	Remarks
	 

	 	 	 	other
companies, of which
the existing
shareholders
directly or
indirectly control
or hold the shares,
but which have not
been included in
the current
restructuring, the
Non-competition
Agreement in the
format as specified
in Appendix VI	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	9(5.1.9)

	 	Original
Shareholders and
Companies of
Yanhuang, with the
cooperation of
Jingtian &
Gongcheng
	 	The Company and the
related companies
have completed the
restructuring
according to the
requirements of
Appendix VIII to
the Investment
Agreement:
Memorandum of
Restructuring
	 	Prior to delivery
	 	9.1 Application for
Registration of Corporate
Alteration signed by the
legal representative of
the Company and relevant
registration forms for
alteration of shareholders
and the corporate type; 

9.2 Certificate of
Designated Representative
or Jointly Authorized
Agent issued by the
Company and the photocopy
of the ID card of the
designated representative
or authorized agent
(signed personally); 

9.3 Amendments to the
Company’s Articles of
Association (signed by the
legal representative of
the Company); 

9.4 Resolutions of the
Company’s Meeting of
Shareholders; 

9.5 Equity Transfer
Agreement or Certificate
of Equity Delivery; 

9.9 The Company’s
Corporate Business License
	 	Complete the
formalities at the
administration for
industry and
commerce where the
companies of
Yanhuang are
incorporated
	 
	 	 	 	 	 	 	 	 	 	 
	10(5.1.10)

	 	Original
Shareholders and
Companies of
Yanhuang, with the
cooperation of
Jingtian &
Gongcheng
	 	As for the
billboards
possessed directly
by the Company as
set out in Appendix
IX to the
Agreement:
	 	Prior to delivery
	 	10.1 All the qualification
documents for location of
billboards obtained after
August 3, 2008	 	 
	 

	 	 	 	Qualification List
of Billboards, the
Company has
obtained the
qualification,
approval and
third-party
licensing
prescribed in
Appendix IX to the
Agreement:	 	 	 	 	 	 
	 

	 	 	 	Qualification List
of Billboards; as
for the billboards
controlled by the
Company by other
means as	 	 	 	 	 	 






4









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Documents	 	 
	 	 	 	 	 	 	 	 	Required/Involved or	 	 
	No.	 	Subjects	 	Matters	 	Deadline	 	Instructions	 	Remarks
	 

	 	 	 	prescribed
in Appendix IX to
the Agreement:	 	 	 	 	 	 
	 

	 	 	 	Qualification List
of Billboards, the
Company has signed
the legal and valid
agreements with the
parties concerned
and has urged the
parties concerned
to successfully
obtain the
qualification,
approval and
third-party
licensing
prescribed in
Appendix IX to the
Agreement:	 	 	 	 	 	 
	 

	 	 	 	Qualification List
of Billboards.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	11(5.1.11)

	 	Jingtian & Gongcheng
	 	Jingtian &
Gongcheng has
issued the Chinese
legal opinions with
the content as
prescribed in
Appendix XI to the
Investment
Agreement
	 	Prior to delivery
	 	11.1 Legal Opinions
	 	Jingtian &
Gongcheng drafts;
Redgate Interactive
and King & Wood
express opinions
	 
	 	 	 	 	 	 	 	 	 	 
	12

	 	Original
Shareholders and
Yanhuang
	 	The existing
shareholders shall
provide the bank
account in China
for them to receive
the initial payment
of equity transfer
	 	Prior to delivery
	 	Account information is as
follows: [ ]	 	 







5











 





APPENDIX 11. FORM OF PRC LEGAL OPINION






 









 








Attorneys at Law




15/F, Union plaza, 20 chaoyangmenwai street, chaoyang district, beijing, 100020



Tel: (86-10) 6588 2200             fax: (86-10) 6588 2211



Attorney
Opinion Letter of Beijing Jingtian & Gongcheng Attorneys at Law
for Beijing
Yanhuang
Shengshi Advertising Co., Ltd.



To: Beijing Yanhuang Shengshi Advertising Co., Ltd.



Upon consignment by Beijing Yanhuang Shengshi Advertising Co., Ltd. (hereinafter referred to as
“Yanhuang Shengshi”), Beijing Jingtian & Gongcheng Attorneys at Law (hereinafter referred to as
“Jingtian & Gongcheng”) acts as the special Chinese legal advisor for Yigang Zhao, Youyi Wang, Bin
He and Ting Li in transferring their 51% Equity Interest in Yanhuang Shengshi to Redgate
Interactive Advertising (Beijing) Co., Ltd. (hereinafter referred to as “Redgate Interactive”)
(hereinafter referred to as the “Proposed Equity Transfer”), and is entrusted by Yanhuang Shengshi
to conduct due diligence on Beijing Shenzhou Shengshi Advertising Co., Ltd., Beijing Longrich
Advertising Media Co., Ltd., Shanghai Langli Advertising Media Co., Ltd., Hangzhou Yibao
Advertising Co., Ltd. (these four companies are hereinafter collectively referred to as the
“Related Companies”, and Yanhuang Shengshi and the Related Companies are collectively referred to
as the “Company”) and Yanhuang Shengshi to issue the Attorney Opinion Letter accordingly.



To issue the Attorney Opinion Letter, Jingtian & Gongcheng has reviewed the documents provided by
Yanhuang Shengshi and listened to the representations and explanations of Yanhuang Shengshi for
relevant facts. During the said review, Jingtian & Gongcheng obtained the following warranties of
Yanhuang Shengshi: true and complete written documents, duplicate documents or verbal testimonies
have been provided, which are deemed by the attorney of Jingtian & Gongcheng as necessary to issue
the Attorney Opinion Letter, signatures and/or specimens on the relevant documents are true, the
relevant duplicate documents or photocopies are consistent with the original documents or original
copies, and all the facts and documents that adequately affect the Attorney Opinion Letter have
been disclosed to Jingtian & Gongcheng, without any concealment omission or deviation and without
any misleading representation. As for the facts which are crucial for the Attorney Opinion Letter,
but for which independent evidences cannot be obtained as support, Jingtian & Gongcheng relies on
the credentials issued by the relevant governmental authorities, Yanhuang Shengshi and other
relevant organizations.



Jingtian & Gongcheng expresses the attorney opinions only according to the factors taking place
prior to October 27, 2008, the Chinese laws prevailing prior to October 27, 2008 and the
understanding of Jingtian & Gongcheng about such facts and relevant Chinese laws. In the Attorney
Opinion Letter, Jingtian & Gongcheng expresses opinions only on the issues of Chinese laws, but on
such non-legal matters as accounting, auditing and asset appraisal, and relies on the relevant
reports of capital contribution verification, auditing, and asset value appraisal issued by the
relevant CPA firms and asset appraisal institutions in connection with the establishment and
alteration of Yanhuang Shengshi.



The Attorney Opinion Letter shall be used by Yanhuang Shengshi only for the purpose of the
Proposed Equity Transfer, and, without the written consent of Jingtian & Gongcheng, shall not be
used by any third party for any purpose.







2









 








     Based on the above, Jingtian & Gongcheng hereby issues the Attorney Opinion Letter as follows:




	1.	 	Basic Information of the Company






	1.1	 	Yanhuang Shengshi






	 	 	 	According to the Corporate Business License (No. 110116001295888) of Yanhuang Shengshi
issued by Beijing Administration for Industry and Commerce Huairou Office on November
28, 2007, the basic information of Yanhuang Shengshi prior to registration of the
business alteration for the Proposed Equity Transfer is as follows:





	 	 	 
	Name

	 	Beijing Yanhuang Shengshi Advertising Co., Ltd.
	Domicile

	 	320 Shizi Street South, Miaocheng, Miaocheng Town,

Huairou District, Beijing, China
	Legal Representative

	 	Youyi Wang
	Registered Capital

	 	RMB 5 million
	Paid-in Capital

	 	RMB 5 million
	Shareholders

	 	Yigang Zhao contributed RMB 3.75 million, accounting for
75% of the Registered Capital; 

Youyi Wang contributed RMB 500,000, accounting for 10% of
the Registered Capital; 

Bin He contributed RMB 500,000, accounting for 10% of the
Registered Capital; 

Ting Li contributed RMB 250,000, accounting for 5% of the
Registered Capital.
	Corporate Type

	 	Limited liability company
	Business Scope

	 	Design, fabrication, consignment and release of domestic
and foreign-merchant advertisement in China; undertaking
of exhibition and show activities; organization of
cultural and art exchange activities (exclusive of
performance)
	Date of Establishment

	 	April 19, 2000
	Operation Period

	 	From April 19, 2000 to April 18, 2010
	Annual Inspection of
Business License

	 	Passing the annual inspection of business license for 2007







	 	 	 	According to the business inquiry data provided by the Company, upon completion
of the registration of business alteration for the Proposed Equity Transfer, the
shareholders of Yanhuang Shengshi and their capital contributions have been altered as:
Redgate Interactive contributes RMB 2.55 million, accounting for 51% of the Registered
Capital; Yigang Zhao contributes RMB 1.8375 million, accounting for 36.75% f the
Registered Capital; Bin He contributes RMB 245,000, accounting for 4.9% of the
Registered Capital; Youyi Wang contributes RMB 245,000, accounting for 4.9% of the
Registered Capital; Ting Li contributes RMB 122,500, accounting for 2.45% of the
Registered Capital.






	1.2	 	Beijing Shenzhou Shengshi Advertising Co., Ltd. (hereinafter referred to as “Shenzhou
Shengshi”)






	 	 	 	According to the Corporate Business License (No. 1102272196887) of Shenzhou Shengshi
issued by Beijing Administration for Industry and Commerce on April 21, 2005, the basic
information of Shenzhou Shengshi prior to registration of the business alteration for
the acquisition of 100% Equity Interest of Bin He and Youyi Wang in Shenzhou Shengshi
by Yanhuang Shengshi (hereinafter referred to as “Proposed Shenzhou Shengshi’s Equity
Transfer”) is as follows:





	 	 	 
	Name

	 	Beijing Shenzhou Shengshi Advertising Co., Ltd.
	Domicile

	 	320 Shizi Street South, Miaocheng, Miaocheng Town,

Huairou District, Beijing, China
	Legal Representative

	 	Bin He
	Registered Capital

	 	RMB 500,000
	Paid-in Capital

	 	RMB 500,000






3









 






	 	 	 
	Shareholders

	 	Bin He contributed RMB 250,000, accounting for 50% of the
Registered Capital; 

Youyi Wang contributed RMB 250,000, accounting for 50% of
the Registered Capital.
	Corporate Type

	 	Limited liability company
	Business Scope

	 	Design, fabrication, consignment and release of domestic
and foreign-merchant advertisement in China.
	Date of
Establishment

	 	March 1, 2001
	Operation Period

	 	From March 1, 2001 to February 28, 2011
	Annual Inspection
of Business License

	 	Passing the annual inspection of business license for 2007







	 	 	 	According to the business inquiry data provided by the Company, upon completion
of the registration of business alteration for the Proposed Shenzhou Shengshi’s Equity
Transfer, shareholders of Shenzhou Shengshi and their capital contributions have been
altered as: Yanhuang Shengshi contributes RMB 500,000, accounting for 100% of the
Registered Capital.






	1.3	 	Beijing Longrich Advertising Media Co., Ltd. (hereinafter referred to as “Longrich
Advertising”)






	 	 	 	According to the Corporate Business License (No. 1101052940845) of Longrich Advertising
issued by Beijing Administration for Industrial and Commerce Chaoyang Office on March
16, 2006, the basic information of Longrich Advertising prior to registration of the
business alteration for the acquisition of 100% Equity Interest of Zhaodong Xiang and
Yuying Zheng in Longrich Advertising by Yanhuang Shengshi (hereinafter referred to as
“Proposed Longrich Advertising’s Equity Transfer”) is as follows:





	 	 	 
	Name

	 	Beijing Longrich Advertising Media Co., Ltd.
	Domicile

	 	No. 211, 8-A Beisantiao, Tuanjiehu, Chaoyang District,
Beijing, China
	Legal Representative

	 	Zhaodong An
	Registered Capital

	 	RMB 500,000
	Paid-in Capital

	 	RMB 500,000
	Shareholders

	 	Zhaodong An contributed RMB 350,000, accounting for 70%
of the Registered Capital; 

Yuying Zheng contributed RMB 150,000, accounting for 30%
of the Registered Capital.
	Corporate Type

	 	Limited liability company
	Business Scope

	 	Consignment and release of advertisement; computer-aided
graphic design, undertaking of exhibition and show;
conference services; organization of cultural and art
exchange activities; film and TV planning; PR services,
etc.
	Date of Establishment

	 	March 16, 2006
	Operation Period

	 	From March 16, 2006 to March 15, 2026
	Annual Inspection of
Business License

	 	Passing the annual inspection of business license for 2007







	 	 	 	According to the business inquiry data provided by the Company, upon completion
of the registration of business alteration for the Proposed Longrich Advertising’s
Equity Transfer, shareholders of Longrich Advertising and their capital contribution
have been altered as: Yanhuang Shengshi contributes RMB 500,000, accounting for 100% of
the Registered Capital.






	1.4	 	Shanghai Langli Advertising Media Co., Ltd. (hereinafter referred to as “Shanghai Langli”)






	 	 	 	According to the Corporate Business License (No. 3102292079243) of Shanghai Langli
issued by Shanghai Administration for Industry and Commerce Qingpu Office on March 14,
2006, the basic information of Shanghai Langli prior to registration of




4









 






	 	 	 	the business alteration for the acquisition of 100% Equity Interest of Ying Wang and
Tingli in Shanghai Langli by Yanhuang Shengshi (hereinafter referred to as “Proposed
Shanghai Langli’s Equity Transfer”) is as follows:





	 	 	 
	Name

	 	Shanghai Langli Advertising Media Co., Ltd.
	Domicile

	 	Rm. 503, 88, No. 102 Lane, Shangzhou Road, Jinze Town,
Qingpu District
	Legal Representative

	 	Ying Wang
	Registered Capital

	 	RMB 500,000
	Paid-in Capital

	 	RMB 500,000
	Shareholders

	 	Ying Wang contributed RMB 250,000, accounting for 50% of
the Registered Capital; 

Ting Li contributed RMB 250,000, accounting for 50% of
the Registered Capital.
	Corporate Type

	 	Limited liability company (domestic joint venture)
	Business Scope

	 	Design, fabrication, consignment and release of different
advertisements; business information consulting,
enterprise image planning, marketing, convention and
exhibition service, PR consulting, corporate culture
consulting and cultural and art exchange planning
(exclusive of intermediary); interior decoration, graphic
fabrication, camera work service, computer network
engineering (exclusive of items requiring special
approval) and research and development of computer
software and hardware; sales of cultural and office
articles, artware gifts and advertisement materials
(subject to licensing if the administrative licensing is
required).
	Date of
Establishment

	 	March 8, 2005
	Operation Period

	 	From March 8, 2005 to March 7, 2015
	Annual Inspection
of Business License

	 	Passing the annual inspection of business license for 2007







	 	 	 	According to the business inquiry data provided by the Company, upon completion
of the registration of business alteration for the Proposed Shanghai Langli’s Equity
Transfer, the shareholders of Shanghai Langli and their capital contributions have been
altered as: Yanhuang Shengshi contributes RMB 500,000, accounting for 100% of the
Registered Capital.






	1.5	 	Hangzhou Yibao Advertising Co., Ltd. (hereinafter referred to as “Hangzhou Yibao”)






	 	 	 	According to the Corporate Business License (No. 330103000037666) of Hangzhou Yibao
issued by Hangzhou Administration for Industry and Commerce for Xiacheng Office on June
30, 2008, the basic information of Hangzhou Yibao prior to registration of the business
alteration for the acquisition of 80% Equity Interest of Min Zheng in Hangzhou Yibao by
Yanhuang Shengshi (hereinafter referred to as “Proposed Hangzhou Yibao’s Equity
Transfer”) is as follows:





	 	 	 
	Name

	 	Hangzhou Yibao Advertising Co., Ltd.
	Domicile

	 	Rm. 206, Building 34, Chaohui Community V,
Xiacheng District, Hangzhou
	Legal Representative

	 	Min Zheng
	Registered Capital

	 	RMB 1 million
	Paid-in Capital

	 	RMB 1 million
	Shareholders

	 	Min Zheng contributed RMB 800,000,
accounting for 80% of the Registered
Capital; 

Wei Li contributed RMB 200,000, accounting
for 20% of the Registered Capital.
	Corporate Type

	 	Limited liability company
	Business Scope

	 	Services: design, fabrication, consignment
and release of domestic advertisements,
undertaking of convention and exhibition,
economic information consulting (exclusive
of securities, futures); wholesales and
retail: general merchandise.
	Date of Establishment

	 	June 30, 2008






5









 






	 	 	 
	Operation Period

	 	From June 30, 2008 to June 29, 2018
	Annual Inspection of
Business License

	 	No records







	 	 	 	According to the business inquiry data provided by the Company, upon completion
of the registration of business alteration for the Proposed Hangzhou Yibao’s Equity
Transfer, the shareholders of Hangzhou Yibao and their capital contributions have been
altered as: Yanhuang Shengshi contributes RMB 800,000, accounting for 80% of the
Registered Capital; Wei Li contributes RMB 200,000, accounting for 20% of the
Registered Capital.






	2.	 	Evolution of the Company
	 
	2.1	 	Establishment and Alteration of Yanhuang Shengshi






	 	 	Prior to registration of business alteration for the Proposed Equity Transfer, the evolution
information of Yanhuang Shengshi is as follows:






	 	1)	 	Establishment of Yanhuang Shengshi
	 
	 	 	 	On March 15, 2000, Yunwen Le, Yigang Zhao and Bin He executed the Articles of
Association of Beijing Yanhuang Shengshi Advertising Co., Ltd. According to the AoA,
Yanhuang Shengshi was established with capital contributions from Yunwen Le, Yigang
Zhao and Bin He and, upon its establishment, Yanhuang Shengshi’s Registered Capital
amounted to RMB 500,000. Yunwen Le contributed RMB 250,000, accounting for 50% of the
Registered Capital, Yigang Zhao contributed RMB 225,000, accounting for 45% of the
Registered Capital and Bin He contributed RMB 25,000, accounting for 5% of the
Registered Capital.






	 	2)	 	Alteration of Yanhuang Shengshi






	 	(1)	 	According to the Capital Contribution Verification Report for Alteration of
Registration issued by Beijing Xinyi CPA Co., Ltd. on March 29, 2001 ((2001) JXKYZ
No. 242), Yanhuang Shengshi’s Registered Capital was altered from RMB 500,000 to RMB
1 million: Yunwen Le’s capital contribution was altered from RMB 250,000 to RMB
500,000, Yigang Zhao’s capital contribution from RMB 225,000 to RMB 450,000 and Bin
He’s capital contribution from RMB 25,000 to RMB 50,000.
	 
	 	(2)	 	On January 18, 2002, Youyi Wang, Yigang Zhao and Bin He executed the
Restated Articles of Association of Yanhuang Shengshi. According to the Restated
Articles of Association, Yanhuang Shengshi’s shareholders included Youyi Wang, Yigang
Zhao and Bin He; Youyi Wang contributed RMB 100,000, accounting for 10% of the
Registered Capital, Yigang Zhao contributed RMB 800,000, accounting for 80% of the
Registered Capital and Bin He contributed RMB 100,000, accounting for 10% of the
Registered Capital.
	 
	 	(3)	 	On June 23, 2004, Youyi Wang, Yigang Zhao and Bin He executed the Restated
Articles of Association of Yanhuang Shengshi. According to the Restated Articles of
Association, Yanhuang Shengshi’s shareholders included Youyi Wang, Yigang Zhao, Ting
Li and Bin He; Youyi Wang contributed RMB 100,000, accounting for 10% of the
Registered Capital, Yigang Zhao contributed RMB 750,000, accounting for 75% of the
Registered Capital, Ting Li contributed RMB 50,000, accounting for 5% of the
Registered Capital and Bin He contributed RMB 100,000, accounting for 10% of the
Registered Capital.
	 
	 	(4)	 	According to the Restated Articles of Association of Yanhuang Shengshi
executed on November 16, 2007, Yanhuang Shengshi’s Registered Capital was




6









 






	 	 	 	altered from RMB 1 million to RMB 5 million: Youyi Wang’s contribution was altered
from RMB 100,000 to RMB 500,000, accounting for 10% of the Registered Capital,
Yigang Zhao’s contribution from RMB 750,000 to RMB 3.75 million, accounting for 75%
of the Registered Capital, Ting Li’s contribution from RMB 50,000 to RMB 250,000,
accounting for 5% of the Registered Capital and Bin He’s contribution from RMB
100,000 to RMB 500,000, accounting for 10% of the Registered Capital.
	 
	 	(5)	 	Prior to registration of business alteration for the Proposed Equity
Transfer, Yanhuang Shengshi possessed the Corporate Business License (No.
110116001295888) issued by Beijing Administration for Industry and Commerce Huairou
Office on November 28, 2007.






	2.2	 	Establishment and Alteration of Shenzhou Shengshi






	 	 	Prior to registration of business alteration for the Proposed Shenzhou Shengshi’s Equity
Transfer, the evolution information of Shenzhou Shengshi is as follows:






	 	1)	 	Establishment of Shenzhou Shengshi
	 
	 	 	 	On February 28, 2001, Bin He and Youyi Wang executed the Articles of Association of
Shenzhou Shengshi. According to the AoA, Shenzhou Shengshi was established with
capital contributions from Bin He and Youyi Wang and, upon its establishment, Shenzhou
Shengshi’s Registered Capital amounted to RMB 500,000. Bin He contributed RMB 250,000,
accounting for 50% of the Registered Capital, and Youyi Wang contributed RMB 250,000,
accounting for 50% of the Registered Capital.
	 
	 	2)	 	Alteration of Shenzhou Shengshi
	 
	 	 	 	As per explanation of Shenzhou Shengshi, Shenzhou Shengshi has not made any alteration
of its Registered Capital, shareholders or their capital contributions.
	 
	 	3)	 	Prior to registration of business alternation for the Proposed Shenzhou
Shengshi’s Equity Transfer, Shenzhou Shengshi possessed the Corporate Business License
(No. 1102272196887 (1-1)) issued by Beijing Administration for Industry and Commerce on
April 21, 2005.






	2.3	 	Establishment and Alteration of Longrich Advertising






	 	 	Prior to registration of business alteration for the Proposed Longrich Advertising’s Equity
Transfer, the evolution information of Longrich Advertising is as follows:






	 	1)	 	Establishment of Longrich Advertising
	 
	 	 	 	On April 4, 2006, Zhaodong An and Yuying Zheng executed the Articles of Association of
Longrich Advertising. According to the AoA, Zhaodong An and Yuying Zheng made capital
contribution for the establishment of Longrich Advertising, and upon its establishment,
Longrich Advertising’s Registered Capital amounted to RMB 500,000, of which Zhaodong An
contributed RMB 350,000, accounting for 70% of the Registered Capital and Yuying Zheng
contributed RMB 150,000, accounting for 30% of the Registered Capital.
	 
	 	2)	 	Alteration of Longrich Advertising
	 
	 	 	 	As per explanation of Longrich Advertising, Longrich Advertising has not made any
alteration of its Registered Capital, shareholders or their capital contributions.




7









 







	 
	 	3)	 	Prior to registration of business alternation for the Proposed Longrich
Advertising’s Equity Transfer, Longrich Advertising possessed the Corporate Business
License (No. 1101052940845) issued by Beijing Administration for Industry and Commerce
Chaoyang Office on March 10, 2006.






	2.4	 	Establishment and Alteration of Shanghai Langli






	 	 	Prior to registration of business alteration for the Proposed Shanghai Langli’s Equity
Transfer, the evolution information of Shanghai Langli is as follows:






	 	1)	 	Establishment of Shanghai Langli
	 
	 	 	 	On February 28, 2005, Ying Wang and Ting Li executed the Articles of Association of
Shanghai Langli. According to the AoA, Ying Wang and Ting Li made capital contribution
for the establishment of Shanghai Langli, and, upon its establishment, Shanghai
Langli’s Registered Capital amounted to RMB 500,000, of which Ying Wang contributed
RMB 250,000, accounting for 50% of the Registered Capital and Ting Li contributed RMB
250,000, accounting for 50% of the Registered Capital.
	 
	 	 	 	According to the Capital Contribution Verification Report issued by Shanghai Ruihe CPA
Co., Ltd. on March 2, 2005 (RHKYZ [2005] No. 0970), as of March 2, 2005, Shanghai
Langli had received the Registered Capital of RMB 500,000 paid in by all the
shareholders.
	 
	 	2)	 	Alteration of Shanghai Langli
	 
	 	 	 	As per explanation of Shanghai Langli, Shanghai Langli has not made any alteration of
its Registered Capital, shareholders or their capital contributions.
	 
	 	3)	 	Prior to registration of business alternation for the Proposed Shanghai
Langli’s Equity Transfer, Shanghai Langli possessed the Corporate Business License (No.
3102292079243) issued by Shanghai Administration for Industry and Commerce Qingpu
office on March 14, 2006.






	2.5	 	Establishment and Alteration of Hangzhou Yibao






	 	 	Prior to registration of business alteration for the Proposed Hangzhou Yibao’s Equity
Transfer, the evolution information of Hangzhou Yibao is as follows:






	 	1)	 	Establishment of Hangzhou Yibao
	 
	 	 	 	On June 23, 2008, Min Zheng and Wei Li executed the Articles of Association of
Hangzhou Yibao. According to the AoA, Min Zheng and Wei Li made capital contribution
for the establishment of Hangzhou Yibao, and, upon its establishment, Hangzhou Yibao’s
Registered Capital amounted to RMB 1 million, of which Min Zheng contributed RMB
800,000, accounting for 80% of the Registered Capital and Wei Li contributed RMB
200,000, accounting for 20% of the Registered Capital.
	 
	 	 	 	According to the ZZDKY [2008] No. 30 Capital Contribution Verification Report issued
by Zhejiang Zhongda CPA Co., Ltd. on June 26, 2008, as of June 25, 2008, Hangzhou
Yibao had received the Registered Capital of RMB 1 million paid in by all the
shareholders.
	 
	 	2)	 	Alteration of Hangzhou Yibao
	 
	 	 	 	As per explanation of Hangzhou Yibao, Hangzhou Yibao has not made any alteration of
its Registered Capital, shareholders or their shareholding proportion.




8









 






	 	3)	 	Prior to registration of business alternation for the Proposed Hangzhou Yibao’s
Equity Transfer, Hangzhou Yibao possessed the Corporate Business License (No.
330103000037666) issued on June 30, 2008 by Hangzhou Administration for Industry and
Commerce Xiacheng Office.






	 	 	 	To conclude, in our opinion, Yanhuang Shengshi, Shenzhou Shengshi, Longrich Advertising,
Shanghai Langli and Hangzhou Yibao are limited liability companies with independent
corporate qualification, which are duly incorporated and validly existing under the laws
of China. The registered capitals subscribed for by Yanhuang Shengshi, Shenzhou Shengshi,
Longrich Advertising, Shanghai Langli and Hangzhou Yibao have all been paid in, and since
their establishment and prior to the registration of business alteration for the Proposed
Equity Transfer, they have completed all the procedures required by the relevant laws, in
the previous alterations of their corporate name, domicile, registered capital,
shareholders, equity interest structure and business scope (for the details of which, see
Section 2 “Evolution of the Company” herein) and completed the formalities for alteration
of business registration at the competent administration for industry and commerce in
compliance with the provisions of the Chinese laws.






	3.	 	Business Scope of the Company






	 	3.1	 	According to the Corporate Business License (No. 110116001295888) of Yanhuang
Shengshi issued by Beijing Administration for Industry and Commerce Huairou Office on
September 25, 2008, after registration of the business alteration for the Proposed
Equity Transfer, Yanhuang Shengshi’s approved business scope is: design, fabrication,
consignment and release of domestic and foreign-merchant advertisement in China;
undertaking of exhibition and show activities; organization of cultural and art
exchange activities (exclusive of performance).
	 
	 	3.2	 	According to the Corporate Business License (No. 110116001968876) of Shenzhou
Shengshi issued by Beijing Administration for Industry and Commerce on September 2,
2008, after registration of the business alteration for the Proposed Shenzhou
Shengshi’s Equity Transfer, Shenzhou Shengshi’s approved business scope is: design,
fabrication, consignment and release of domestic and foreign-merchant advertisement in
China.
	 
	 	3.3	 	According to the Corporate Business License (No. 110105009408459) of Longrich
Advertising issued by Beijing Administration for Industry and Commerce Chaoyang Office
on August 28, 2008, after registration of the business alteration for the Proposed
Longrich Advertising’s Equity Transfer, Longrich Advertising’s approved business scope
is: consignment and release of advertisement; computer-aided graphic design,
undertaking of exhibition and show; conference services; organization of cultural and
art exchange activities; film and TV planning; PR services.
	 
	 	3.4	 	According to the Corporate Business License (No. 310229001000948) of Shanghai
Langli issued by Shanghai Administration for Industry and Commerce Qingpu Office on
September 25, 2008, after registration of the business alteration for the Proposed
Shanghai Langli’s Equity Transfer, Shanghai Langli’s approved business scope is:
design, fabrication, consignment and release of different advertisements; business
information consulting, enterprise image planning, marketing, convention and exhibition
service, PR consulting, corporate culture consulting and cultural and art exchange
planning (exclusive of intermediary); interior decoration, graphic fabrication, camera
work service, computer network engineering (exclusive of items requiring special
approval) and research and development of computer software and hardware; sales of
cultural and office articles, artware gifts and advertisement materials (subject to
licensing if the administrative licensing is required).




9









 












	 	3.5	 	According to the Corporate Business License (No. 330103000037666) of Hangzhou
Yibao issued by Hangzhou Administration for Industry and Commerce on August 29, 2008,
after registration of the business alteration for the Proposed Hangzhou Yibao’s Equity
Transfer, Hangzhou Yibao’s approved business scope is: services: design, fabrication,
consignment and release of domestic advertisements, undertaking of convention and
exhibition, economic information consulting (exclusive of securities, futures);
wholesales and retail: general merchandise..






	 	 	 	To conclude, in our opinion, Yanhuang Shengshi, Shenzhou Shengshi, Longrich Advertising,
Shanghai Langli and Hangzhou Yibao have obtained the approval from and registered with the
Registration Authority for consignment and publication of advertisement and are qualified
for consignment and publication of advertisement.






	4.	 	Main Assets of the Company






	4.1	 	Billboards






	 	 	As confirmed by the Company, details of the billboards managed by the Company as of August
3, 2008 are shown in Appendix 1.
	 
	 	 	According the Advertisement Law and relevant laws and regulations, as for the billboards
pending for completion of the legal procedures as listed in Appendix 1, the Company shall
complete the relevant legal procedures as soon as possible; otherwise, the competent
authorities are entitled to order the dismantling of such billboards within a specified
period, as may also result in contractual disputes.
	 
	 	 	As for the billboards listed in Appendix 1, for which the formalities for outdoor
advertisement registration or for alteration registration of outdoor advertisement are to be
completed, the Company shall complete the aforementioned formalities as soon as possible;
otherwise, according to the provisions of the Administrative Regulations for Registration of
Outdoor Advertisements (Decree No. 25 of the General Administration for Industry and
Commerce), the administration for industry and commerce may confiscate the unlawful income,
plus a penalty of less than RMB thirty thousand and order for supplementing the
registration; where the Company fails to do so within the specified period, the
administration for industry and commerce has the right to cease the publication.






	4.2	 	Properties






	 	1)	 	According to the House Lease Contract signed by and between Yanhuang Shengshi
(as the Lessee) and Beijing Chaoyang District Wangxihong TCM Clinic (as the Lessor) on
March 17, 2004 and the Supplementary Agreement signed on May 23, 2004, the Lessor
leased the houses on the first and second floors of Building No. 31, Mofangnangli,
Chaoyang District, Beijing (except for 140m2 street-faced unit on the first
floor west, hereinafter referred to as “tow-storey house”) to the Lessee, with a
floorage of 1,460m2 and for a lease period of 9 years from September 1, 2004
to August 31, 2013; the rental amounts to RMB 1 million from the first year to the
third year of the lease, RMB 1.3 million from the fourth year to sixth year and RMB 1.5
million from the seven year to the ninth year; during the above lease period, the
Lessor also leases to the Lessee the three-bedroom unit numbered 10 on the second
floor of Building No. 37 (hereinafter referred to as the “three-bedroom unit”)
connected to the second floor of Building No. 31, Mofangnanli, at a rental of RMB
20,000 per annum.
	 
	 	 	 	Upon checking, the House Lease Contract and the Supplementary Agreement executed by and
between the Lessor and Yanhuang Shengshi are legal in terms of content. The Lessor
currently possesses the JFQZCQ (2005) No. 00984 House




10









 







	 	 	 	Property Certificate issued on January 12, 2005 by Beijing Chaoyang District
Administration of State Land Resources and Housing, according to which Beijing Chaoyang
District Wangxihong TCM Clinic possesses the ownership of the two-storey house.
Therefore, in our opinion, the Lessor has the right to lease the two-storey house to
Yanhuang Shengshi. However, since Yanhuang Shenshi has provided the House Property
Certificate for the three-bedroom unit, we cannot judge if Beijing Chaoyang District
Wangxihong TCM Clinic has the right to lease the three-bedroom unit.
	 
	 	2)	 	According to the House Lease Contract executed by and between Yanhuang Shengshi
and North China Power Engineering (Beijing) Co., Ltd. on March 24, 2008, Yanhuang
Shengshi leased the house (with a floorage of 337.5 m2) at F/1, Building No.
31, Mofangnanli, Chaoyang District, Beijing to North China Power Engineering (Beijing)
Co., Ltd. for use, with a lease period of 3 years from May 1, 2008 to April 30, 2011.
	 
	 	 	 	Since, to sublet the above house, Yanhuang Shengshi shall obtain the prior consent from
the house owner, Yanhuang Shengshi has not provided any document of the house owner’s
consent for such subletting, we cannot judge if the lessor has the right to sublet the
above house. In case of any dispute due to the house property right or the right to
sublet the house, the above Lease Contract may be judged as invalid by the court and the
lessee may be required to move out of the above house.
	 
	 	3)	 	According to the document provided by the Company, which was stamped with the
official seal of Beijing Huairou District Miaocheng Township People’s Government,
Beijing Huairou District Miaocheng Township People’s Government granted its consent to
provide the house at No. 320 Shizi Street South, Miaocheng Town, Huairou District of
Beijing to Shenzhou Shengshi and Yanhuang Shengshi for occupation. Since the Company
has not furnished the Lease Contract and House Property Certificate of the above house,
we cannot judge if Beijing Huairou District Miaocheng Township People’s Government has
the right to provide the above house to Shenzhou Shengshi and Yanhuang Shengshi for
use.
	 
	 	4)	 	According to the House Lease Contract executed on March 1, 2008 by and between
Beijing Chaoyang District Agricultural Machinery Service Center and Longrich
Advertising, Beijing Chaoyang District Agricultural Machinery Service Center No. 221
House at A-8 Courtyard, Beisantiao, Tuanjiehu, Chaoyang District of Beijing to Longrich
Advertising, with a lease period from March 1, 2008 to the end of February, 2010.
	 
	 	 	 	Upon checking, the above House Lease Contract is lawful in terms of content. As Longrich
Advertising has not furnished the House Property Certificate of the said house, we cannot
judge if Beijing Chaoyang District Agricultural Machinery Service Center has the right
lease the said house. In case of any dispute due to the house property right, the above
Lease Contract may be judged as invalid by the court and Longrich Advertising may be
required to move out of the above house.
	 
	 	5)	 	According to the House Lease Contract executed on July 10, 2008 by and between
Shanghai Langli and Shaohua Mo, Shaohua Mo leased Rm. 402, Building No. 1, Tianbao
Huating, Siping Road, Shanghai to Shanghai Langli for use as office, with a lease
period from July 11, 2008 to July 10, 2009.
	 
	 	 	 	Shaohua Mo is currently in possession of the HFDHZ [2004] No. 024067 House Property
Certificate issued by Shanghai Hongkou District Real Estate Registration Division on
November 10, 2004. Therefore, in our opinion, Shaohua Mo has the right to lease the
said house to Shanghai Langli for use and the said House Lease Contract is legal and
valid.




11









 












	 	6)	 	According to the House Lease Agreement executed on February 20, 2005 by and
between Shanghai Langli and Qingpu Count Shangta Construction and Installation
Engineering Co., Ltd., Qingpu Count Shangta Construction and Installation Engineering
Co., Ltd. leased Rm. 503, No. 88 Lane, 102 Shangzhou Road, Jinze Town, Qingpu District
of Shanghai to Shanghai Langli, with a lease period from February 28, 2005 to February
27, 2015.
	 
	 	 	 	Upon checking, the said House Lease Agreement is legal in terms of content. But, since
Shanghai Langli has not furnished the House Property Certificate for the said house, we
cannot judge if Qingpu Count Shangta Construction and Installation Engineering Co., Ltd.
has the right to lease the said house. In case of any dispute due to the house property
right, the above House Lease Agreement may be judged as invalid by the court and Shanghai
Langli may be required to move out of the above house.






	5.	 	Major Contracts
	 
	5.1	 	Loan, Guarantee and Financial Management Contracts






	 	 	The loan, guarantee and financial management contracts being performed by the Company as of
August 3, 2008 are as follows:






	 	1)	 	As per explanation by Yanhuang Shengshi, Yigang Zhao has provided loans to
Yanhuang Shengshi. By June 30, 2008, Yanhuang Shengshi had still owed Yigang Zhao RMB
2,113,210.93 (subject to the accurate amount as audited by PwC).
	 
	 	2)	 	On June 30, 2008, Yanhuang Shengshi, Xihong Wang and Yigang Zhao entered
into the Agreement for Credit and Debt Restructuring. According to the agreement, t
Yanhuang Shengshi transferred to Yigang Zhao the credit of RMB 1.62 million entitled
to its Xihong Wang and Yigang Zhao exempted Yanhuang Shengshi from debt of RMB 1.62
million payable to him.
	 
	 	3)	 	On August 20, 2007, the Company entered into the RMB Wealth Management
Product Contract of China Minsheng Bank with China Minsheng Banking Corp., Ltd.
According to the contract, the Company purchased from China Minsheng Banking Corp.,
Ltd. the wealth management product of “Minsheng Stable Financial Scheme No. W73”,
with the value date of August 30, 2007 and the expiry date of August 30, 2008. The
Company deposited RMB Ten Million only in the wealth management account as the
principal of RMB financial products for transaction of RMB financial products.
	 
	 	As per confirmation by Yanhuang Shengshi, Yanhuang Shengshi has neither borrowed from any
financial institution nor provided any guarantee to any financial institution. According to
the Due Diligent conducted by Jingtian & Gongcheng, we have not discovered any fact
contrary to the above circumstances.






	5.2	 	Business Contracts






	 	 	The business contracts being performed by the Company as of August 3, 2008 are shown in
Appendix 2.
	 
	 	 	Upon checking, in our opinion, the business contracted specified in Appendix 2 comply, in
content, with the provisions of the China and can be performed.






	6.	 	Litigation, Arbitration and Administrative Punishment




12









 












	 	 	As per introduction by the Company, as of August 3, 2008, the Company is involved in the
following pending litigations, arbitrations or administrative punishment:






	 	1)	 	According to the [2005] CMCZ No. 7857 Civil Court Verdict issued by Beijing
Congwen District People’s Court on March 27, 2006 , the [2006] EZMZZ No. 08222 Civil
Court Verdict issued by Beijing No. 2 Intermediate People’s Court on June 19, 2006
and the [2006] CZZ No., 3713 Civil Court Verdict issued by Beijing Congwen District
People’s Court on September 12, 2006, Yanhuang Shengshi and Blue Keynote (Beijing)
International Media Advertising Co., Ltd. (hereinafter referred to as “Blue Keynote”)
executed a contract on December 6, 2004, according to which Yanhuang Shengshi
entrusted Blue Keynote to publish the enterprise image advertisement of Beiqi Foton
Automotive at the Pole Advertising Point east of the north side Huayi Bridge at the
end of Capital International Airport Expressway, Chaoyang District, Beijing and
Yanhuang Shengshi paid RMB 950,000 to Blue Keynote, but Blue Keynote failed to
perform its contractual obligations. It was said that Blue Keynote had not obtained
the authorization of the advertising point and had no ability to perform the
contract. Upon receipt of a definite reply that due to its restructuring, Capital
Airport Advertising Co., Ltd. would not execute with Blue Keynote the Advertising
Contract, Blue Keynote failed to notify Yanhuang Shengshi of such fact to avoid any
unfavorable consequence due to non-performance of the contract, but intentionally
concealed from Yanhuang Shengshi the relevant important fact in connection with the
contract performance, and caused Yanhuang Shengshi to execute the contract with and
pay the advertising fee of RMB 950,000 to Blue Keynote against the truth. Its act
conflicted with the contract performance principle of honesty and credit and
constituted civil cheating. Therefore, Beijing Congwen District People’s Court made a
court decision that the above Advertising Contract was cancelled and Blue Keynote
should pay an amount of RMB 950,000 to Yanhuang Shengshi. Blue Keynote refused to
accept the first instance decision and appealed to Beijing No. 2 Intermediate
People’s Court, but Beijing No. 2 Intermediate People’s Court overruled the appeal
and affirmed the original judgment. On July 12, 2006, Yanhuang Shengshi applied to
Beijing Congwen District People’s Court for execution. During the execution, it was
found that Blue Keynote was missing and had no properties for execution. Yanhuang
Shengshi could neither provide to the court the properties of Blue Keynote and any
clue of such properties. On September 12, 2006, Beijing Congwen District People’s
Court ruled for the termination of the execution procedure.
	 
	 	2)	 	Shanghai Langli Advertising Media Co., Ltd. and Euro RSCG executed the
Outdoor Advertising Contract for “Shanghai East China Hospital Recreation and
Recuperation Building Roof Billboard” in March 2007, with the advertising period from
May 26, 2008 to May 25, 2009 and the advertising client as VOLVO Automobile. Euro
RSCG failed to pay the advertising fees to Shanghai Langli Advertising Media Co.,
Ltd. on May 10, 2008 in accordance with the contract. Although Shanghai Langli
Advertising Media Co., Ltd. demanded for payment several times, Euro RSCG has not yet
made the payment to Shanghai Langli Advertising Media Co., Ltd. by now. On June 4,
2008, Shanghai Langli Advertising Media Co., Ltd. brought a lawsuit to Beijing
Dongcheng District People’s Court against Euro RSCG.






	7.	 	Proposed Equity Transfer
	 
	7.1	 	Brief of Proposed Equity Transfer






	 	 	The Proposed Equity Transfer can be summarized as: Yigang Zhao, Youyi Wang, Bin He and Ting
Li shall transfer their respective 38.25%, 5.1%, 5.1% and 2.55% Equity Interest in Yanhuang
Shengshi to Redgate Interactive, while Redgate Interactive shall pay the




13









 






	 	 	Equity Transfer Price respectively to Yigang Zhao, Youyi Wang, Bin He and Ting Li
accordingly.






	7.2	 	Transaction Documents for the Proposed Equity Transfer






	 	 	To complete the Proposed Equity Transfer, Yigang Zhao, Youyi Wang, Bin He, Ting Li and
Redgate Interactive have executed the following transaction documents (“Transaction
Documents”):






	 	1)	 	Investment Framework Agreement;
	 
	 	2)	 	Equity Transfer Agreement; and
	 
	 	3)	 	Articles of Association.






	 	 	In our opinion, the above Transaction Documents comply, in terms of content and form, with
the Chinese laws and shall become effective upon execution by the Parties to the Contract,
bear a legal effect binding on the Parties thereto and are enforceable according to their
terms; the rights and obligations of the Parties to the Contract are protected by the
Chinese laws.






	7.3	 	Governmental Approval and Registration Required for the Proposed Equity Transfer






	 	 	According to the Chinese laws and the consultation of Jingtian & Gongcheng with Beijing
Commerce Bureau and Beijing Administration for Industry and Commerce, regarding the Proposed
Equity Transfer, Redgate Interactive needs to file, with original Approval Authority, its
Equity Interest in Yanhuang Shengshi resulting from the Proposed Equity Transfer, Yanhuang
Shengshi shall apply to Beijing Administration for Industry and Commerce Huairou Office for
approval on the alteration of shareholders resulting from the Proposed Equity Transfer and
file, with Beijing Administration for Industry and Commerce Huairou Office, the alteration
of directors, supervisors, general and AoA resulting from the Proposed Equity Transfer.
	 
	 	 	According to the Chinese laws prevailing as of October 27, 2008, if Redgate Interactive
acquires the remaining 49% Equity Interest of Yanhuang Shengshi in RMB cash (“Acquisition of
Remaining Equity Interest”), Redgate Interactive shall file, with the original Approval
Authority, its Increased Equity Interest in Yanhuang Shengshi resulting from the Acquisition
of Remaining Equity Interest and Yanhuang Shengshi shall apply to Beijing Administration for
Industry and Commerce Huairou Office for approval on the alteration of shareholders
resulting from the Acquisition of Remaining Equity Interest and file, with Beijing
Administration for Industry and Commerce Huairou Office, the alteration of directors,
supervisors, general and AoA resulting from the Acquisition of Remaining Equity Interest. If
the mode and conditions for the said Acquisition of Remaining Equity Interest remain
unchanged, according to the Chinese laws prevailing as of October 27, 2008, except for the
above approval and filing, Redgate Interactive, Yanhuang Shengshi and Yigang Zhao, Youyi
Wang, Bin He and Ting Li are required to apply for other approvals and registration from and
with the governmental authorities in connection with the Acquisition of Remaining Equity
Interest.






	 	 	The Attorney Opinion Letter shall be used by Yanhuang Shengshi only for the purpose of the Proposed
Equity Transfer, and, without the written consent of Jingtian & Gongcheng, shall not be used by any
third party for any purpose.





     The Attorney Opinion Letter shall become effective upon execution by Jingtian & Gongcheng.



Beijing Jingtian & Gongcheng Attorneys at Law





14












 





Appendix 1: Billboard Points




	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	1

	 	East 4th
Ring Road

Honglingjin Bridge

6# Pillar
	 	Unipole;
6m × 18m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East
4th Ring Road with Beijing Prosperous Tang Dynasty Advertising Co., Ltd.;


Beijing 4th Ring Road Advertisement Setup Planning
published on the website of “Beijing Municipal Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/ HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup
Planning
	 	Formalities for outdoor
advertisement registration to
completed, and


Concession
for the billboard to be
obtained through the tender and
auction organized by Beijing
Municipal Administration
Commission.
	 
	 	 	 	 	 	 	 	 
	2

	 	East 4th
Ring Road Liulitun

Bridge 5# Pillar
	 	Unipole;
6m × 18m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East
4th Ring Road with Beijing Prosperous Tang Dynasty Advertising Co., Ltd.;


Beijing 4th Ring Road Advertisement Setup Planning
published on the website of “Beijing Municipal Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/ HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup
Planning
	 	Formalities for outdoor
advertisement registration to
completed, and


Concession
for the billboard to be
obtained through the tender and
auction organized by Beijing
Municipal Administration
Commission.
	 
	 	 	 	 	 	 	 	 
	3

	 	East 4th Ring Road
Shibalidian Bridge
#10 Pillar
(Northwest Corner
of Jing-Jin-Tang
Interchange)
	 	Unipole;
7m × 21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East
4th Ring Road with Beijing Gonglian Road Network Co., Ltd.;


Beijing 4th Ring Road Advertisement Setup Planning
published on the website of “Beijing Municipal Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/ HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup
Planning
	 	Formalities for outdoor
advertisement registration to
completed, and


Concession
for the billboard to be
obtained through the tender and
auction organized by Beijing
Municipal Administration
Commission.
	 
	 	 	 	 	 	 	 	 
	4

	 	East 4th Ring Road
#1 Pillar (inner
ring at the
Northwest Corner of
Yunxiao Bridge)
	 	Unipole

Three sides

6m × 18m × 3 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East
4th Ring Road with Beijing Gonglian Road Network Co., Ltd.;


Beijing 4th Ring Road Advertisement Setup Planning
published on the website of “Beijing Municipal Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/ HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup
Planning
	 	Formalities for outdoor
advertisement registration to
completed, and


Concession
for the billboard to be
obtained through the tender and
auction organized by Beijing
Municipal Administration
Commission.






15









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	5

	 	East 4th Ring Road
#2 Pillar (Outer
Ring north of the
road at Jiuxianqiao
Exit)
	 	Unipole
Two sides;
7m × 21m × 2 sides
	 	The Company has signed the Contract for Use of Outdoor Advertisement Media on East
4th Ring Road with Beijing Gonglian Road Network Co., Ltd.;


Beijing 4th Ring Road Advertisement Setup Planning
published on the website of “Beijing Municipal Administration Commission”
(http://www.bjmac.gov.cn/pub/guanggao/110100/ HLS0020B1.html) indicates that the
billboard is the billboard to be retained in Beijing Outdoor Advertisement Setup
Planning
	 	Formalities for outdoor
advertisement registration to
completed, and


Concession
for the billboard to be
obtained through the tender and
auction organized by Beijing
Municipal Administration
Commission.
	 
	 	 	 	 	 	 	 	 
	6

	 	Complex Building
Roof Billboard at
the west of Capital
Airport Car Park
	 	Roof billboard;
37m × 8.5m
	 	The Company has signed the Outdoor Contract with Beijing Xingkaite Advertising Co.,
Ltd.; the Official Approval for the Application of Sinotrans Beijing Air Transport
Company to Replace the Old Roof Billboard at the Capital Airport (JXF (1994) No. 14),
Beijing Municipal CPC Committee Propaganda Department approved in 1993 permits Beijing
Kaite Advertising Co., Ltd. to change the original billboard to an economic billboard
and complete the approval formalities with the Beijing Steering Group for Approval
Management of Outdoor Advertisements.
	 	Formalities for outdoor
advertisement registration to
completed;


Pending for
inclusion in Beijing Outdoor
Advertisement Setup Planning;
and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	7

	 	Unipole south of
Tianzhu Toll-gate
on Beijing Airport
Road, 18.5km away
from the city
proper
	 	High pole;
6M(H)× 18M(W)× 2 sides
	 	The Company has signed the Contract for Advertising with Shanghai Asiaray Advertising
Co., Ltd.; no other licenses and permits. As introduced by the Company, the billboard is
managed by the airport.
	 	Formalities for outdoor
advertisement registration to
completed, and


Pending for
inclusion in Outdoor
Advertisement Setup Planning.
	 
	 	 	 	 	 	 	 	 
	8

	 	Wall Light Box at

Rapid Transit Stop,

F/2, Building A 3#

Terminal, Beijing

Airport
	 	Wall light box;
6.8M(W)× 2M(H) (2 sides)
	 	The Company has signed the Contract for Advertising with Shanghai Asiaray Advertising
Co., Ltd.; no other licenses and permits. As introduced by the Company, the billboard is
managed by the airport.
	 	Formalities for outdoor
advertisement registration to
completed;


Written
consent to be obtained from the
owner of the site used for the
billboard; and


Pending for
inclusion in Beijing Outdoor
Advertisement Setup Planning.






16









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	9

	 	Unipole H3-5,

Entrance & Exit

Channel, Harbin

International

Airport
	 	6m × 18m × 2 sides;
1 unipole
	 	The Company has signed the Contract with Advertisement Department of Harbin
International Airport; no other licenses and permits. As introduced by the Company, the
billboard is managed by the airport.
	 	Consent to be obtained from the
administration for urban
appearance, environment and
sanitation of Harbin;


Consent to
be obtained from the authority
of urban administration of
Harbin; and

Formalities
for outdoor advertisement
registration to be completed.
	 
	 	 	 	 	 	 	 	 
	10

	 	Light box at the
domestic arrival
point of the
terminal building,
Harbin Taiping
International
Airport
	 	Light box inside the
terminal;
6m (W)× 2m (H)
	 	The Company has signed the Advertisement Contract with Heilongjiang Branch of Beijing
Capital Airport Advertising Co., Ltd.; no other licenses and permits. As introduced by
the Company, the billboard is managed by the airport.
	 	Consent to be obtained from the
administration for urban
appearance, environment and
sanitation of Harbin;


Consent to
be obtained from the authority
of urban administration of
Harbin; and

Formalities
for outdoor advertisement
registration to be completed.
	 
	 	 	 	 	 	 	 	 
	11

	 	Roof signboard,

Five-ring Plaza,

Zhonghe Flyover,

Hangzhou
	 	Roof billboard;
43m (H)× 7m (W)
	 	The Company has signed the Outdoor Advertising Contract with Hangzhou Shiyou
Advertisement Planning Co., Ltd.;


Hangzhou Outdoor Advertisement Setup Registration Certificate,
according to which, the use period is from April 30 200 to April 29, 2008, the
advertising content is the public welfare advertisement for the FIFA Women’s World Cup
and the advertising form is light box
	 	Registration formalities to be
completed for alteration of
outdoor advertisement in terms
of use period, advertising
content and advertisement
specification;


Credentials
to provided for compliance of
the billboard with the setup
planning of outdoor
advertisement;


Approval to
be obtained from the
administration for urban
appearance, environment and






17









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	sanitation; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	12

	 	Roof signboard,

Central Hotel,

Airport Road,

Guangzhou
	 	Roof billboard;
South/North:
6M(H)×36M(W)× 2 sides
East: 6M(H)×6.5M(W)
	 	The Company has signed the Outdoor Advertising Contract and Supplementary Agreement with
Guangzhou Topstar Advertising Co., Ltd.;


Guangzhou Outdoor Advertisement Registration Certificate (HHWGDZ No.
000100114) issued by Guangzhou Municipal Administration for Industry and Commerce, which
stipulates that the advertising media is neon sign, with a size of 6×36 (2 pieces)
(South and North Sides) and 6.5×6 (East Side) and the content is Grand Cherokee, for a
period from June 20, 1995 to December 31, 2002.
	 	Registration formalities to be
completed for alteration of
outdoor advertisement in terms
of content and validation; and


Written
consent to be obtained from the
owner of the site used for the
billboard;

Approval
document of the urban planning
authority to be provided; and


Approval
document of the administration
for urban appearance,
environment and sanitation to
be provided for setup of the
billboard.
	 
	 	 	 	 	 	 	 	 
	13

	 	Roof of Minzhu
Building, 39
Guangzhou Avenue
Central
	 	Roof billboard
inkjet painting with
spotlight
(38.1+10.6)m(w)×8m(h)
	 	The Company has signed the Outdoor Advertisement Contract with Guangzhou Topstar
Advertising Co., Ltd.;


Guangzhou Outdoor Advertisement Registration Certificate (HHWGDZ (S)
No. 02110783) issued by Guangzhou Municipal Administration for Industry and Commerce,
which prescribes the advertising period from July 14, 2007 to May 17, 2008 and the
advertising form as outdoor inkjet painting, with a size of 50m (L) and 8m (H).
	 	Registration formalities to be
completed for alteration of
outdoor advertisement in terms
of publication period,
advertisement name and
publisher;


Approval
document of the urban planning
authority to be provided; 


Approval document of the
administration for






18









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	urban
appearance, environment and
sanitation to be provided for
setup of the billboard; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	14

	 	Southwest roof

billboard, Yaojing

Hotel, Spring City

Square
	 	Roof billboard

25m × 10m
	 	The Company has signed the Advertisement Preparation Contract with Shandong Beidou
Advertisement Co., Ltd.;


Urban Administration Notice ([2008] No. 032) issued by Jinan
Municipal Construction Commission, which specifies the period of one year from March 13,
2008, with a size of 40× 10, 20× 10.
	 	The Company has received the
oral notice of dismantling
Yaojing Hotel.
	 
	 	 	 	 	 	 	 	 
	15

	 	Xincheng Avenue,

Wenzhou
	 	Frontlit double-side
unipole advertisement
(Unipole Billboard)
4.33m × 13m × 2 sides
	 	The Company has signed the Zhejiang Advertisement Undertaking Contract and Advertising
Contract (Supplementary) with Wenzhou Blue-sky Advertisement Planning Co., Ltd.;


Outdoor Advertisement Registration Certificate (WLGS-HWGDZ No.
70617) issued by Wenzhou Administration for Industry and Commerce Lucheng Branch, which
specifies the advertising period as from November 6, 2007 to November 5, 2008,
advertising form, number and size as showboard and 13.5m× 4.5m and advertising content as
Dongfeng Peugeot.
	 	Registration formalities to be
completed for alteration of
outdoor advertisement in terms
of advertising content; and


Credential
to be provided for compliance
with the outdoor advertisement
setup planning.
	 
	 	 	 	 	 	 	 	 
	16

	 	Curtain wall of
Jinshan Hotel, 24
Zhonghe Road,
Hangzhou
	 	Curtain wall

20m × 30m
	 	The Company has signed the Outdoor Advertising Contract with Hangzhou Shiyou
Advertisement Planning Co., Ltd.;


Under construction
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning.

Approval to
be obtained from the
administration






19









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	for city
appearance, environment and
sanitation; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	17

	 	Wall surface of
Zengze Plaza, 1590
Yanan West Road,
Shanghai
	 	Wall advertisement
East: 4m × 14m ; west:
18m × 6m
	 	Shanghai Langli Advertising Media Co., Ltd. has signed the Outdoor Advertising Contract
with Shanghai Art-designing Corp;


Outdoor Advertisement Registration Certificate (HHWGD (S) No.
20070000732) issued by Shanghai Municipal Administration for Industry and Commerce,
which specifies the advertisement name as Wuliangye 10Y Old Wine Lexus, the advertising
period as from January 28, 2008 to April 9, 2008, particular location as wall,
advertising place as 1590 Yanan West Road, advertising form as wall billboard and size
as (1) 6m (H), 18m (W), 1 side, 1 piece, (2) 14m (H), 4.5m (W) , 1 side, 1 piece; and


Shanghai Administrative Permit for City Appearance, Environment and
Sanitation issued Shanghai Changning District Administration of City Appearance, which
specifies the advertisement content as VOLVO Automobile, advertising media as light
board (steel), advertisement size as (22×6m) (14×4m), number of advertising media as 2
pieces and advertising period as from June 20, 2005 to June 19, 2006.
	 	Registration formalities to be
completed for alteration of
outdoor advertisement in terms
of advertisement name and
advertising period;


Written
consent to be obtained from the
owner of the site used for the
billboard; and


Approval to
be applied to the
administration for urban
appearance, environment and
sanitation for alteration of
period, advertising content and
specification.
	 
	 	 	 	 	 	 	 	 
	18

	 	Wangfujing Entrance
to Oriental Plaza
	 	1 door lintel
9.4m × 2.2m
	 	The Company has signed the Oriental Plaza Advertising Contract with Beijing Dahua
Quanqiu Advertising Co., Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is actually managed by Beijing Dahua Quanqiu Advertising Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be obtained for compliance
of the billboard with the
outdoor advertisement setup
planning; and


Written
consent to be obtained from the
owner of the site used for the
billboard.






20









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	19

	 	Dongdan Entrance to
Oriental Plaza
	 	1 lintel
9.4m × 2.2m
	 	The Company has signed the Oriental Plaza Advertising Contract with Beijing Dahua
Quanqiu Advertising Co., Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is actually managed by Beijing Dahua Quanqiu Advertising Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be obtained for compliance
of the billboard with the
outdoor advertisement setup
planning; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	20

	 	Tsinghua Science &
Technology Park,
Minzhuang Road,
Haidian District
(billboards on both
sides of the south
entrance to Yuquan
Huigu, first four
groups from east)
	 	8-side billboard

Ground-mounted light box
	 	Beijing Longrich has signed the Billboard Lease Agreement with Beijing Yuquan Huigu
Property Management Co., Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is actually managed by Beijing Yuquan Huigu Property Management Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be obtained for compliance
of the billboard with the
outdoor advertisement setup
planning; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	21

	 	West of Seamen’s
Club, Renmin Road,
Zhongshan District,
Dalian
	 	Wall billboard
13.35m × 23.4m (Vertical)
	 	The Company has signed the Outdoor Advertising Contract with Dalian Guoyuwujiang Media
Co., Ltd.;


Dalian Outdoor Advertising Right Agreement signed by and between
Planning and Finance Division of Dalian Administration of Urban Construction and Dalian
Guoyuwujiang Media Co., Ltd., which specifies the billboard size as 13×27m, advertising
frame as public welfare frame and the use period as from August 20, 2007 to August 19,
2010.
	 	Administrative permit to be
obtained according to the
Dalian Outdoor Advertising
Right Agreement;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning;

Formalities
for outdoor advertisement
registration to completed, and


Written
consent to be obtained from the
owner of






21









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	22

	 	Three-side T
signboards at the
juncture of Hongfu
East Road, Xinyuan
Road, Bayi Road,
and Songshanhu
Avenue, Dongguan
	 	T-type three-side pillar
18m (L), 7m (H); three
sides
	 	The Company has signed the Lease Contract with Dongguan Botao Advertisement Decoration
Co., Ltd.;


Dongguan Botao Advertisement Decoration Co., Ltd. has obtained the
Dongguan Outdoor Advertisement Setup Permit (GS (SS)Z No. 07-12-42) issued by Dongguan
Administration of Urban Construction, which specifies the setup period as from December
29, 2007 to December 28, 2008, the setup size as 18m (L) x 6m (H) and the media as
outdoor advertisement pole.
	 	Registration formalities to be
completed for outdoor
advertisement alteration in
terms of outdoor advertising
content;
	 
	 	 	 	 	 	 	 	 
	23

	 	Ningbo Airport Road
in the direction of
the city proper
	 	Two sides of the
revolving billboard
(note: two sides for
business advertising
and other for public
welfare advertising);
47m × 6.7m
	 	The Company has signed the Ningbo Leshe International Airport Advertising Contract with
Ningbo Airport United Advertising Co., Ltd.;


Ningbo Airport United Advertising Co., Ltd. has obtained the Outdoor
Advertisement Registration Certificate issued by Ningbo Administration for Industry and
Commerce vide Certificate No.: 2008004), with the advertising period as from January 19,
2008 to September 19, 2008 and the form of three-side revolving show board (two pieces)
with a size of 40m ×6m ×3-side.
	 	Registration formalities to be
completed for outdoor
advertisement alteration in
terms of advertisement name and
sample; and


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning.
	 
	 	 	 	 	 	 	 	 
	24

	 	18 light pole

banners on Wulin

Square, Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed the Agreement for Outdoor
Colour Banner with Hangzhou Power Advertising Co., Ltd.; Hangzhou Shiyou Advertisement
Planning Co., Ltd. undertakes to transfer its rights and obligations under the above
agreement to Hangzhou Yibao Advertising Co., Ltd. and complete the relevant formalities
for transfer as soon as possible.


No license and permit. As explained by the Company, the billboard is
a temporary one and is actually managed by Hangzhou Wulin Square Management Committee.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning;






22









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	Approval to
be obtained from the
administration for urban
appearance, environment and
sanitation; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	25

	 	49 light pole

banners on Wulin

Square, Hangzhou
	 	Light pole banners
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd. has signed the Agreement for Wulin
Square Banner Advertising with Hangzhou Wulin Square Management Committee; Hangzhou
Shiyou Advertisement Planning Co., Ltd. undertakes to transfer its rights and
obligations under the above agreement to Hangzhou Yibao Advertising Co., Ltd. and
complete the relevant formalities for transfer as soon as possible..


No license and permit. As explained by the Company, the billboard is
a temporary one and is actually managed by Hangzhou Wulin Square Management Committee.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning;


Approval to
be obtained from the
administration for urban
appearance, environment and
sanitation; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	26

	 	East of Zhejiang
Exhibition Hall on
Wulin Square,
Hangzhou
	 	34m × 6m × 1 side
	 	The Company has signed the Advertising Contract with Hangzhou Yangcheng Advertising Co.,
Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is a temporary one and is actually managed by Hangzhou Yangcheng Advertising
Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning;






23









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	 

	 	 	 	 	 	 	 	Approval to
be obtained from the
administration for urban
appearance, environment and
sanitation; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	27

	 	6 columns Tianhe

Airport Road, Wuhan
	 	Unipole billboard

20m × 7m × 2 sides
	 	The Company has signed the Outdoor Advertising Contract with Wuhan Lineland Advertising
Co., Ltd.;


Outdoor Advertisement Setup Permit (Temporary) (WCGZ (2007) No. 37)
issued by Wuhan Urban Administration, which specifies the valid period as from September
15, 2007 to September 14, 2008, overall form as unipole, media as inkjet paining, size
as 20m ×7m and number as 1.
	 	Permit to be obtained from the
municipal administration
authority of Wuhan for outdoor
advertisement setup.
	 
	 	 	 	 	 	 	 	 
	28

	 	At the entrance to
Victory Park,
Renmin Street,
Changchun
	 	Unipole (doublte-side)

18m × 6m × 2 sides
	 	The Company has signed the Outdoor Contract with Changchun Haotian Advertising Co., Ltd.;


Decision for Unipole Advertisement Setup (No.: SGG 200510170060),
which specifies the setup content as the unipole advertisement, period as from January
1, 2006 to December 31, 2010, style and size as steel structure, ink-jet painting, with
upper and lower lights, two sides (one side in 18m (L) and 6m (H), pole diameter of 1.2m
and total height of 18m .
	 	Approval to be obtained from
the administration for urban
appearance, environment and
sanitation for outdoor
billboard setup;


Formalities
for outdoor advertisement
registration to completed;


Approval to
be obtained from the
Advertisement Administration
office of the municipal
government; and


Written
consent to be obtained from the
owner of the site used for the
billboard.






24









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	29

	 	Location A, Wall

Surface, Chengcheng

Plaza, Dianchi

Road, Kunming
	 	Wall billboard

19m × 10m
	 	The Company has signed the Outdoor Advertising Contract with Kunming Shengmeida
Advertising Co., Ltd.;


Notice for Transition of Temporary Outdoor Setup upon Expiration
(XCGHWGGTZ [2008] No. 11) issued by Kunming Xishan District Urban Administration, which
specifies the transitional period as from April 7, 2008 to December 31, 2008, and the
setup form as the ink-jet painting plus frontlit decoration;


Outdoor Advertisement Registration Certificate (KGS (2008) HWGDZ No.
0380) issued by Kunming Administration for Industry and Commerce, which specifies the
advertising media as poster, the size as 19×10=190m2, type as business
outdoor advertisement and the period from May 30, 2008 to December 31, 2008.
	 	Approval to be obtained from
the urban administration
authority for outdoor
advertisement setup; and


Written
consent to be obtained from the
owner of the site used for the
billboard.
	 
	 	 	 	 	 	 	 	 
	30

	 	X2 Xiaoshan

International

Airport, Hangzhou
	 	Unipole

18m × 6m × 2 sides
	 	The Company has signed the Outdoor Advertising Contract with Hangzhou Liangche
Advertising Co., Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is actually managed by the airport.
	 	Formalities for outdoor
advertisement registration to
completed;


Credential
to be provided for compliance
of the billboard with the
outdoor advertisement setup
planning;

Approval to
be obtained from the
administration for urban
appearance, environment and
sanitation.
	 
	 	 	 	 	 	 	 	 
	31

	 	Car Park No. 1,
Hongluo Temple,
Huairou District,
Beijing
	 	 	 	Huairou County Huairou Town Luzhuang Economic Cooperatives and Beijing Yurun Advertising
Co., Ltd. signed the Land Occupation Agreement on February 26, 2002, which stipulates
that Huairou County Huairou Town Luzhuang Economic Cooperatives agrees to allow Beijing
Yurun Advertising Co., Ltd. to set up guideposts at Hongluo Temple No. 1 Car Park under
the custody of Huairou County Huairou Town Luzhuang Economic Cooperatives. Beijing Yurun
Advertising Co., Ltd. issued the power of attorney in March, 2007, stating that it will
transfer its advertising cooperation project with Beijing McDonalds Food Co., Ltd. in
Huairou District to Beijing Longrich Advertising Media Co., Ltd., and that the relevant
cooperation content and terms will be as per the original contract.


Currently, the land occupation agreement is actually performed by
Beijing Longrich Advertising Media Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed; and


Document to
be provided for the entitlement
of Huairou County Huairou Town
Luzhuang Economic Cooperatives
to the ownership and management
right of the car park.






25









 






	 	 	 	 	 	 	 	 	 
	Sr. No.	 	Location of Media	 	Form of Media	 	Governmental Licenses and Permits Obtained	 	Legal Procedures to be Fulfilled
	32

	 	At the juncture of
Futong East Street,
Guangshun South
Street, and
Huajiadi South
Street, Wangjing,
Beijing
	 	Banners
	 	The Company has signed the Outdoor Advertising Contract with Beijing Meizhong Times
Media Advertising Co., Ltd.;


No other licenses and permits. As explained by the Company, the
billboard is a temporary one and is actually managed by Beijing Meizhong Times Media
Advertising Co., Ltd.
	 	Formalities for outdoor
advertisement registration to
completed.
	 
	 	 	 	 	 	 	 	 
	33

	 	Mutianyu

Round-about,

Huairou District
	 	 	 	Beijing Longrich Advertising Media Co., Ltd. has signed the Agreement for Land
Occupation with Quansuo Yang;


No other licenses and permits. As per description of the Company,
the billboard is erected in the courtyard of Quansuo Yang and is actually managed by
Quansuo Yang.
	 	Formalities for outdoor
advertisement registration to
completed.







26











 






Appendix 2: Business Contracts




1.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	1

	 	East 4th Ring Road

Honglingjin Bridge 6#

Pillar
	 	6m ×18m × 2

sides
	 	Yanhuang

Shengshi
	 	Beijing
Prosperous
Tang Dynasty
Advertising
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2007.12.16	 	 	2,880,000.00
	 	Contract for
Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	2,480,874.00
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd.
	 	 	2008.1.3	 	 	 	2008.11.3	 	 	Outdoor

Contract
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd. or its
clients
	 	 	2008.1.1	 	 	1. According to the provisions of the Purchase
Contract, (1) the Supplier owned the advertising media
and was entitled to charge the use fee of the outdoor
advertising media from Beijing Yanhuang Shengshi
Advertising Co., Ltd (hereinafter referred to as
“Yanhuang Shengshi”); (2) since the contract was a
temporary measure taken by the Supplier to ensure the
continual occupation of the media in the circumstance
where the use period of the initial bid winner had
expired and the municipal administration commission had
not yet organized another tender, the use period of the
outdoor advertising media was provisionally one year
from January 1, 2008 to December 31, 2008; if the
municipal administration commission organized any
tender during the above period, the contract should be
terminated and Yanhuang Shengshi should immediately
return the use right to the Supplier.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract with Aiguoren
International Media Advertising (Beijing) Co., Ltd.,
from July 1, 2008 to September 17, 2008 was the period
of requisition for Olympic Games, which should not be
included in the advertising period.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3. According to the Sales Contract with Noble, if the
government affirmed prior to July 1, 2008 that it would
requisition the billboard during 2008 Beijing Olympic
Games, the time for the 4th instalment of payment
should be postponed for 3 months accordingly.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	East 4th Ring Road

Liulitun Bridge 5#

Pillar
	 	6m ×18m × 2

sides
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	—
	 	Ditto
	 	RMB 6.4 million
	 	Beijing Noble
Advertising Co.,
Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Advertisement

Consignment

Contract
	 	 	 	 	2007.12.7	 	 	Ditto






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	3

	 	East 4th Ring Road
Shibalidian Bridge
#10 Pillar (Northwest
Corner of
Jing-Jin-Tang
Interchange)
	 	Unipole

7m ×21m × 2

sides
	 	Yanhuang

Shengshi
	 	Beijing
Gonglian Road
Network Co.,
Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.4.14	 	 	660,000.00
	 	Contract for
Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	1,400,000 for the
1st year and
negotiable for the
2nd year
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd.
	 	 	2008.1.1	 	 	 	2009.12.31	 	 	Supplementary

Agreement

for Outdoor

Contract
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd. or its
clients
	 	 	2007.11.14

2008.5.1	 	 	1. According to the provisions of the Purchase
Contract, (1) the Supplier owned the advertising media
and was entitled to charge the use fee of the outdoor
advertising media from Yanhuang Shengshi; (2) since the
contract was a temporary measure taken by the Supplier
to ensure the continual occupation of the media in the
circumstance where the use period of the initial bid
winner had expired and the municipal administration
commission had not yet organized another tender, the
use period of the outdoor advertising media was
provisionally one year from January 1, 2008 to December
31, 2008; if the municipal administration commission
organized any tender during the above period, the
contract should be terminated and Yanhuang Shengshi
should immediately return the use right to the
Supplier; (3) during the Olympic Games, if the
government and Olympic Organization Committee
requisitioned the advertising media for propaganda of
Olympic Games and set forth the requirements for the
advertising content, Yanhuang Shengshi should
unconditionally cooperate in meeting the requirements.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract, the advertising
period specified in the Sales Contract was one year
longer than that in the Purchase Contract.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3. According to the Supplementary Agreement for the
Sales Contract, provided that Beijing Municipal
Administration Commission had not invited any bid for
the media prior to December 31, 2008, the period of
requisition for outdoor advertising of Beijing Olympic
Games should be extended accordingly (the requisition
period was from July 1 to September 17, 2008); if the
bid was invited prior to December 31, 2008, the actual
advertising period should count.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	East 4th Ring Road #1
Pillar (inner ring at
the Northwest Corner
of Yunxiao Bridge)
	 	Unipole

Three-side

6m ×18m ×3 side
	 	Yanhuang

Shengshi
	 	Beijing
Gonglian Road
Network Co.,
Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.4.14	 	 	3,280,000.00
	 	Contract for
Use of
Outdoor
Advertisement
Media on
East 4th
Ring Road
	 	8,800,000.00
	 	Guangzhou Honda
Automobile Co.,
Ltd.
Guangdong Guangbo
Baotang
Advertising Co.,
Ltd.
	 	 	2008.3.8	 	 	 	2009.3.7	 	 	Advertisement

Contract
	 	Guangzhou Honda
	 	 	2008.3.6	 	 	1. According to the provisions of the Purchase
Contract, (1) the Supplier owned the advertising media
and was entitled to charge the use fee of the outdoor
advertising media from Yanhuang Shengshi; (2) since the
contract was a temporary measure taken by the Supplier
to ensure the continual occupation of the media in the
circumstance where the use period of the initial bid






2









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	winner had expired and the municipal administration
commission had not yet organized another tender, the
use period for the outdoor advertising media was
provisionally one year from January 1, 2008 to December
31, 2008; if the municipal administration commission
organized any tender during the above period, the
contract should be terminated and Yanhuang Shengshi
should immediately return the use right to the
Supplier; (3) during the Olympic Games, if the
government and Olympic Organization Committee
requisitioned the advertising media for propaganda of
Olympic Games and set forth the requirements for the
advertising content, Yanhuang Shengshi should
unconditionally cooperate in meeting the requirements.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. The expiry date of advertising period specified in
the Sales Contract for East 4th Ring Road #1 Pillar
(inner ring at the Northwest Corner of Yunxiao Bridge)
was later than that in the Purchase Contract.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3. According to the Sales Contract with Guangzhou Honda
Automobile Co., Ltd and Guangdong Guangbo Baotang
Advertising Co., Ltd, if the billboard was
requisitioned by the government during 2008 Beijing
Olympic Games, upon expiration of the advertising
period, Yanhuang Shengshi should extend the advertising
period accordingly for Guangzhou Honda or settle the
account as per the actual days of advertising.
3. According to the Sales Contract with Aiguoren
International Media Advertising (Beijing) Co., Ltd,
from July 1 to September 17, 2008 was the period of
requisition for Olympic Games.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	East 4th Ring Road #2
Pillar (Outer Ring
north of the road at
Jiuxianqiao Exit)
	 	Unipole
Two sides;
7m × 21m × 2
sides (in
accordance
with the Sales
Contract)
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	—
	 	Ditto
	 	4,454,098.00
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Advertisement

Contract
	 	Aiguoren
International
Media Advertising
(Beijing) Co.,
Ltd or its clients
	 	 	2008.1.1	 	 	Ditto






3









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	6

	 	Complex Building Roof
Billboard on the west
of Capital Airport
Car Park
	 	Roof billboard
37m ×8.5m
	 	Yanhuang

Shengshi
	 	Beijing
Xingkaite
Advertising
Co., Ltd.
	 	 	2007.8.28	 	 	 	2009.2.28	 	 	 	2007.7.18	 	 	RMB 3.9
million for
one year and a
half (RMB 2.6
million/Year).
	 	Outdoor

Contract
	 	300,000.00
	 	Beijing Xingtai
Real Estate
Development Co.,
Ltd.
	 	 	2008.6.16	 	 	 	2008.7.15	 	 	Jiarunyuan

International

Community

Capital

Airport

Outdoor

Advertising

Contract
	 	Beijing Xingtai
Real Estate
Development Co.,
Ltd
	 	 	2008.5.30	 	 	1. According to the Purchase Contract, if the
government stipulated for publication of public welfare
advertisement, the advertising period should be
extended accordingly. 


2. According to the Sales Contract, Yanhuang Shengshi
should ensure the entitlement to the legal ownership or
disposal right of the advertising media under the
Contract, take on all the approval formalities for
advertising under the Contract and obtain the licensing. 


3. As introduced by the Company, the Sales Contract has
expired, but Yanhuang Shengshi and Beijing Xingtai Real
Estate Development Co., Ltd are still performing the
Sales Contract.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	Unipole south of
Tianzhu Toll-gate on
Beijing Airport Road,
18.5km away from the
city area
	 	High pole;
6M(H)×18M(W)×
2 sides
	 	Yanhuang

Shengshi
	 	Shanghai
Asiaray
Advertising
Co., Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	 	2008.1.3	 	 	RMB 7.2 million
	 	Advertising

Contract
	 	7,500,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.1.1	 	 	 	2008.12.31	 	 	Service

Agreement
	 	Benz
	 	 	2007.12.27	 	 	1. According to the provisions of the Purchase
Contract, the Supplier should ensure its legal leasing
qualification for the advertising point; the Supplier
should be responsible to complete the formalities for
approval of the relevant governmental department and
ensure that the advertising point could be normally
used by Yanhuang Shengshi to publish advertisements
during the contract period.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3. According to the Sales Contract, the advertising
period excluded the period from July 1 to September 30.






4









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	8

	 	Wall Light Box at

Rapid Transit Stop,

F/2, Building A 3#

Terminal, Beijing

Airport
	 	Wall light
box;
6.8M(W)×2M(H)
(2 sides)
	 	Yanhuang

Shengshi
	 	Shanghai
Asiaray
Advertising
Co., Ltd.
	 	 	2008.4.1	 	 	 	2008.9.30	 	 	 	2008.1.29	 	 	4,300,000.00
	 	Advertising

Contract
	 	5,964,000.00
	 	China Petroleum &

Chemical

Corporation
	 	 	2008.4.1	 	 	 	2008.9.30	 	 	Advertising

Contract
	 	Image

Advertisement
	 	 	2008.1.31	 	 	1. According to the provisions of the Purchase
Contract, (1) the Supplier should warrant its legal
leasing qualification for the advertising point; the
supplier were responsible to complete all the
formalities for approval of the relevant governmental
departments and ensure the normal use of the
advertising point by Yanhuang Shengshi to publish
advertisements during the contract period; (2) in case
of such factors as the requisition of advertising media
during Olympic Games, Yanhuang Shengshi undertook that
the media under the contract should be subject to the
general arrangement of the government and Beijing
Olympic Organization Committee; in case of any impact
on the contractual performance, neither of the parties
should bear the liabilities for breach of the contract;
the Supplier should extend the advertising for Yanhuang
Shengshi at the original advertising point.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract, in case of such
factors as the requisition of advertising media during
Olympic Games, Sinopec undertook that the media under
the contract should be subject to the general
arrangement of the government and Beijing Olympic
Organization Committee; in case of any impact on the
contractual performance, neither of the parties should
bear the liabilities for breach of the contract;
Yanhuang Shengshi should extend the advertising for
Sinopec at the original advertising point.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	Unipole H3-5,

Entrance & Exit

Channel, Haerbin

International Airport
	 	6m ×18m × 2
sides;
1 unipole
	 	Yanhuang

Shengshi
	 	Advertisement
Department of
Haerbin
International
Airport
	 	 	2005.1.5	 	 	 	2010.1.4	 	 	 	2004.12.10	 	 	1.3 million
for five years
(260,000/Year)
	 	Contract
	 	700,000.00
	 	Portland
(Shanghai)
Advertising Co.,
Ltd.
	 	 	2008.6.4	 	 	 	2009.5.31	 	 	Contract
for
Advertisement
Publication
and
Fabrication
	 	Volvo
	 	 	2008.6.3	 	 	According to the provisions of the Purchase Contract,
(1) the Supplier should provide Yanhuang Shengshi with
a two-month promotion period (from January 5 to March
5, 2005); upon expiration of the promotion period, if
Yanhuang Shengshi failed to publish any advertisement,
the advertising period should be changed as from March






5









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5, 2005 to March 4, 2010; (2) the Supplier was
responsible for the approval from the administration
for industry and commerce; (3) in case of any
suspension of advertising for more than 30 days due to
the reason of the Supplier, Yanhuang Shengshi had the
right to terminate the performance of the contractual
obligations and the contract should be terminated; the
Supplier should refund the advertising payment to
Yanhuang Shengshi for the corresponding period in which
the advertising was not conducted and the Supplier
should pay to Yanhuang Shengshi liquidated damages
amounting to 10% of the contract price.
According to the Sales Contract, Yanhuang Shengshi
undertook to Portland (Shanghai) Advertising Co., Ltd
about the legality of the outdoor media.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10

	 	Light box at the
domestic arrival
point of the terminal
building, Haerbing
Taiping International
Airport
	 	Light box
inside the
terminal;
6m (W)×2m (H)
	 	Yanhuang

Shengshi
	 	Heilongjiang
Branch of
Beijing
Capital
Airport
Advertising
Co., Ltd.
	 	 	2008.1.15	 	 	 	2009.1.14	 	 	 	2008.1.2	 	 	400,000.00
	 	Advertisement

Contract
	 	600,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, where the
advertisement could not be normally published due to
the Supplier’s breach of the contract and the Supplier
failed to rectify within 15 days upon occurrence of
such breach, Yanhuang Shengshi was entitled to cancel
the Contract and the Supplier should settle the
advertising fees as per the actual days of advertising
and refund the remaining advertisement fees.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the






6









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
3. The expiration date of the Sales Contract was later
than that of the Purchase Contract.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	Roof signboard,

Five-ring Plaza,

Zhonghe Flyover,

Hangzhou
	 	Roof
billboard;
43m (H)×7m (W)
	 	Yanhuang

Shengshi
	 	Hangzhou
Shiyou
Advertisement
Planning Co.,
Ltd.
	 	 	2007.9.20	 	 	 	2010.9.19	 	 	 	2007.8.10	 	 	3.78 million
for three
years (1.2
million for
1st year, 1.26
million for
2nd year, 1.32
million for
3rd year)
	 	Outdoor

Advertising

Contract
	 	1,980,000.00
	 	Portland
(Shanghai)
Advertising Co.,
Ltd.
	 	 	2008.6.5	 	 	 	2009.6.4	 	 	Advertising

Contract
	 	SAP
	 	 	2008.5	 	 	1. According to the Purchase Contract, the Supplier
undertook that the outdoor poster was legal. 


2. According to the Sales Contract, Yanhuang Shengshi
undertook to Portland (Shanghai) Advertising Co., Ltd
that the outdoor media was legal.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	Roof signboard,

Central Hotel,

Airport Road,

Guangzhou
	 	Roof
billboard;
South/North:
6M(H)×36M(W)×
2 sides
East:
6M(H)×6.5M(W)
	 	Yanhuang

Shengshi
	 	Guangzhou
Topstar
Advertising
Co., Ltd.
	 	 	2007.4.28	 	 	2008.4.27
(See Note 1)
	 	 	2007.4.10	 	 	RMB 1.5
million /Year
	 	Outdoor
Advertising
Contract and
Supplementary
Agreement
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the Supplementary Agreement and in
accordance with the requirement of Yanhuang Shengshi,
the Supplier should positively negotiate with the
advertising arena and strive to extend the leasing
period of the Lease Contract to 2009; if such
negotiation was successful, the advertising period in
the Outdoor Advertising Contract between the parties
thereto should be automatically extended for one year
from April 28, 2008 to April 27, 2009. As explained by
the Company, at present, the Outdoor Advertising
Contract has been extended automatically for one year.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2. According to the Purchase Contract, the Supplier
should ensure the legal advertising formalities for the
advertising media.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3. The Brokerage Contract is under process of renewal.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	Roof of Minzhu
Building, 39
Guangzhou Avenue
Central
	 	Roof billboard
inkjet
painting with
spotlight
(38.1+10.6)m
(w)×8m(h)
	 	Yanhuang

Shengshi
	 	Guangzhou
Topstar
Advertising
Co., Ltd.
	 	 	2008.5.18	 	 	 	2009.5.17	 	 	 	2008.2.18	 	 	2,300,000.00
	 	Outdoor

Advertisement

Contract
	 	2,350,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.5.18	 	 	 	2009.5.17	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, (1) the Supplier
should ensure the legal advertising formalities for the
advertising media; (2) where the advertising media had
to be removed or stopped from publication due to any
external factors (including the urban construction and
governmental planning), the Supplier should provide the
valid document of certification and refund the media
fees paid by Yanhuang Shengshi






7









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	for the portion not
performed; in case of failing to provide such document,
the Supplier should be deemed as breach of contract,
Yanhuang Shengshi had the right to terminate the
contract, the Supplier had to refund the media fees
already paid for the portion not performed and the
Supplier should pay liquidated damages amounting to 30%
of the advertising fees.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	Southwest roof

billboard, Yaojing

Hotel, Spring City

Square
	 	Roof billboard

25m ×10m
	 	Yanhuang

Shengshi
	 	Shandong
Beidou
Advertisement
Co., Ltd.
	 	 	2008.4.25	 	 	 	2011.4.24	 	 	 	2008.4.18	 	 	RMB

660,000/Year
	 	Advertisement

Preparation

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Having been orally notified about the removal of Spring
City Square Yaojing Hotel.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	Xincheng Avenue,

Wenzhou
	 	Frontlit
double-side
unipole
advertisement
(Unipole
Billboard)
4.33m ×13m × 2
sides
	 	Yanhuang

Shengshi
	 	Wenzhou
Blue-sky
Advertisement
Planning Co.,
Ltd.
	 	 	2007.11.10	 	 	 	2008.11.9	 	 	 	2007.9.18

2007.9.20	 	 	330,000.00
	 	Zhejiang

Advertisement

Undertaking

Contract

Advertising

Contract

(Supplementary)
	 	460,000.00
	 	Publicis
Advertising Co.,
Ltd. Shanghai
Branch
	 	 	2007.11.10	 	 	 	2008.11.9	 	 	Agreement
	 	Shenlong
	 	 	2007.10.29	 	 	According to the Purchase Contract, the Supplier
undertook that during the contract period, it had the
publication right for the advertising point and all the
necessary qualifications specified by the law for
performing the contract; the Supplier was responsible
to obtain all the approvals from the competent
governmental authorities for advertising under the
contract.






8









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Sales Contract, (1) Yanhuang Shengshi
should obtain the approval from all the relevant
departments for establishment of advertising media and
publication of advertisements during the agreement
period and complete all such other necessary
formalities as registration and filing; (2) Yanhuang
Shengshi had the right to execute the Agreement as well
as the statutory power and rights to grant to Publicis
Advertising Co., Ltd Shanghai Branch all the rights
specified in the Agreement, and all other necessary
power and rights.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	Curtain wall of
Jinshan Hotel, 24
Zhonghe Road,
Hangzhou
	 	Curtain wall

20m ×30m
	 	Yanhuang

Shengshi
	 	Hangzhou
Shiyou
Advertisement
Planning Co.,
Ltd.
	 	 	2007.8.7	 	 	 	2010.8.6	 	 	 	2007.6.18	 	 	RMB 1.2
million/Year
	 	Outdoor

Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Volvo
	 	 	 	 	 	According to the Purchase Contract, the Supplier
undertook that the outdoor poster was legal and safe.
As introduced by the Company, the billboard is under
construction.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	Show board on
Building Top of
Procuratorate,
Jinshui Road,
Zhengzhou
	 	Roof billboard
	 	Beijing
Longrich
Advertising
Media Co., Ltd.
	 	Henan
Xintianming
Advertisement
Information
Media Co., Ltd.
	 	 	2007.11.23	 	 	 	2009.11.22	 	 	 	2007.12.28	 	 	 	 	Advertisement

Business

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Business Contract, the
agency fee for the first year amounted to RMB 215,000
(on the premise that the contract price of Henan
Xintianming Advertisement Information Media Co., Ltd
with the client recommended by Beijing Longrich should
be at least RMB 750,000 /Year).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	Wall surface of
Zengze Plaza, 1590
Yanan West Road,
Shanghai
	 	Wall
advertisement
East: 4m ×14m;
west: 18m ×6m
	 	Shanghai
Langli
Advertising
Media Co., Ltd
(as the
signatory of
the purchase
contract)
Yanhuang
Shengshi (as
the signatory
of the sales
contract)
	 	Shanghai

Art-designing

Corp
	 	 	2006.9.1	 	 	 	2009.8.31	 	 	 	2006.7.19	 	 	RMB 2.4
million for 3
years (Note:
RMB
800,000/Year)
	 	Outdoor

Advertising

Contract
	 	RMB 2.3 million
for two years (1.2
million for 1st
year and 1.1
million for 2nd
year)
	 	OOH Network

(China)
	 	 	2007.1.1	 	 	 	2008.12.31	 	 	Contract

Supplementary

Agreement
	 	 	 	 	2006.11.24

2008.1.8	 	 	According to the Supplementary Agreement to the
Contract, if the advertising point became idle for more
than 30 days due to the poor management of OOH Network
(China) during the second year, Yanhuang Shengshi
should change the advertising fee from RMB 1.1 million
to RMB 1.05 million for the second year.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	Wangfujing Entrance
to Oriental Plaza
	 	1 door lintel
9.4m ×2.2m
	 	Yanhuang

Shengshi
	 	Beijing Dahua
Quanqiu
Advertising
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	 	2008.4.21	 	 	152,000.00
	 	Oriental

Plaza

Advertising

Contract
	 	190,000.00
	 	DDB (Beijing)
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	Outdoor

Advertising

Contract
	 	Citizen
	 	 	2008.4.28	 	 	According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the advertising media or
enjoyed the total use right during advertising.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	Dongdan Entrance to
Oriental Plaza
	 	1 lintel
9.4m ×2.2m
	 	Yanhuang

Shengshi
	 	Beijing Dahua
Quanqiu
Advertising
Co., Ltd.
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	 	2008.4.21	 	 	304,000.00
	 	Oriental

Plaza

Advertising

Contract
	 	380,000.00
	 	TBWA (Shanghai)
Advertising Co.,
Ltd. Beijing
Branch
	 	 	2008.6.1	 	 	 	2008.9.30	 	 	Outdoor

Advertising

Contract
	 	IPOD
	 	 	2008.4.28	 	 	According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the advertising media or
enjoyed the total use right during advertising.






9









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	21

	 	Tsinghua Science &
Technology Park,
Minzhuang Road,
Haidian District
(billboards on both
sides of the south
entrance to Yuquan
Huigu, first four
groups from east)
	 	8-side

billboard

Ground-mounted

light box
	 	Beijing
Longrich
Advertising
Media Co., Ltd.
	 	Beijing Yuquan
Huigu Property
Management
Co., Ltd.
	 	 	2008.3.15	 	 	 	2008.12.15	 	 	 	2008.3.5	 	 	36,000.00
	 	Billboard

Lease

Agreement
	 	64,800.00
	 	Beijing McDonalds
Food Co., Ltd.
	 	 	2008.3.15	 	 	 	2008.12.14	 	 	Advertising

Agreement
	 	 	 	 	2008.3.10	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22

	 	Huairou Mutianyun

Roundabout
	 	Steel

structure, PVC

painting

3m ×6m
	 	Beijing
Longrich
Advertising
Media Co., Ltd.
	 	Quansuo Yang
	 	 	—	 	 	 	—	 	 	 	2008.4.29	 	 	RMB 400/Year
	 	Land

Occupation

Agreement
	 	2.50,000/Year
	 	Beijing McDonalds
Food Co., Ltd.
	 	 	2008.4.18	 	 	 	2013.4.17	 	 	Advertising

Agreement
	 	 	 	 	2008.3.24	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23

	 	West of Seamen’s
Club, Renmin Road,
Zhongshan District,
Dalian
	 	Wall billboard
13.35m ×23.4m
(Vertical)
	 	Yanhuang

Shengshi
	 	Dalian
Guoyuwujiang
Media Co., Ltd.
	 	 	2008.4.10	 	 	 	2009.4.9	 	 	 	—	 	 	1,360,000.00
	 	Outdoor

Advertising

Contract
	 	1,750,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.4.10	 	 	 	2009.4.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	Three-side T
signboards at the
juncture Hongfu East
Road, Xinyuan Road,
Bayi Road, and
Songshanhu Avenue,
Dongguan
	 	T-type
three-side
pillar
18m (L), 7m
(H); three
sides
	 	Yanhuang

Shengshi
	 	Dongguan Botao
Advertisement
Decoration
Co., Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	 	2008.3.9	 	 	1,200,000.00
	 	Lease

Contract
	 	1,230,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1. According to the Purchase Contract, the advertising
pole was the property of the Supplier. 


2. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the






10









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25

	 	Ningbo Airport Road
in the direction of
the city proper
	 	Two sides of
the revolving
billboard
(note: two
sides for
business
advertising
and other for
public welfare
advertising);
47m ×6.7m
	 	Yanhuang

Shengshi
	 	Ningbo Airport
United
Advertising
Co., Ltd.
	 	 	2008.3.1	 	 	 	2009.2.28	 	 	 	2008.3.7	 	 	700,000.00
	 	Ningbo Leshe

International

Airport

Advertising

Contract
	 	900,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.3.10	 	 	1, According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	26

	 	18 light pole banners

on Wulin Square,

Hangzhou
	 	Light pole

banners
	 	Hangzhou
Shiyou
Advertisement
Planning Co.,
Ltd.
	 	Hangzhou Power
Advertising
Co., Ltd.
	 	 	2008.4.1	 	 	 	2008.12.30	 	 	 	—	 	 	300,000.00
	 	Agreement

for Outdoor

Color Banner
	 	102,200
	 	Shanghai
Funantang
Advertising Co.,
Ltd.
	 	 	2008.9.1	 	 	 	2008.9.30	 	 	Advertising

Contract
	 	 	 	 	2008. 6.30	 	 	Hangzhou Shiyou Advertisement Planning Co., Ltd
undertook to transfer its rights and obligations under
the Purchase Contract and Sales Contract to Hangzhou
Yibo Advertising Co., Ltd and complete the formalities
for such transfer as soon as possible.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	49 light pole banners

on Wulin Square,

Hangzhou
	 	Light pole

banners
	 	Hangzhou
Shiyou
Advertisement
Planning Co.,
Ltd.
	 	Hangzhou Wulin

Square

Management

Committee
	 	 	2008.4.1	 	 	 	2009.3.31	 	 	 	2008.3.20	 	 	70,000.00
	 	Agreement

for Wulin

Square

Banner

Advertising
	 	—
	 	Ditto
	 	Ditto
	 	Ditto
	 	Ditto
	 	 	 	Ditto
	 	Hangzhou Shiyou Advertisement Planning Co., Ltd
undertook to transfer its rights and obligations under
the Purchase Contract and Sales Contract to Hangzhou
Yibo Advertising Co., Ltd and complete the formalities
for such transfer as soon as possible.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28

	 	East of Zhejiang
Exhibition Hall on
Wulin Square, Hangzhou
	 	34m ×6m ×1 side
	 	Yanhuang

Shengshi
	 	Hangzhou
Yangcheng
Advertising
Co., Ltd.
	 	 	2008.5.1	 	 	 	2010.4.30	 	 	 	2008.4.1	 	 	1.2 million
for 1st year
and 1.2
million for
2nd year
	 	Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the Advertising Contract signed by and
between Yanhuang Shengshi and Hangzhou Yangcheng
Advertising Co., Ltd, where the advertisement of
Hangzhou Yangcheng Advertising Co., Ltd could not be
published further at the designated location due to the
reason of the municipal administrative planning and
construction (subject to the document of the
governmental department), it should be settled in the
following manner: it should be shifted to another
location affirmed jointly by the parties for further
publication, while the difference of advertising
expenses due to the change of location should be
jointly borne by the parties thereto; where the parties
failed to agree on this settlement, publication of the
advertisement should be stopped, advertising expenses
should be deducted for the published and the balance of
advertising fees already paid should be refunded
unconditionally by Hangzhou Yangcheng Advertising Co.,
Ltd to Yanhuang Shengshi.






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	29

	 	109 Jinshui Road,

Zhengzhou
	 	 	 	Beijing

Longrich
	 	Henan Dragon
World
Advertising
Co., Ltd.
	 	 	2008.4.15	 	 	 	2009.4.14	 	 	 	2008.3.10	 	 	 	 	Advertisement

Brokerage

Contract
	 	Beijing Longrich
facilitated Henan
Dragon World
Advertising Co.,
Ltd. to sign the
Advertising
Contract with its
clients; upon
advertising,
Beijing Longrich
charged agency fee
amounting to RMB
170,000.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Brokerage Contract,
Beijing Longrich should facilitate Henan Dragon World
Advertising Co., Ltd to sign the Advertising Contract
with its clients; upon advertising, Beijing Longrich
should charge agency fee amounting to RMB170,000 .
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30

	 	Qing-Yin Expressway
	 	 	 	Beijing

Longrich
	 	Qingdao
Gaohuang Media
Co., Ltd.
	 	 	2008.4.15	 	 	 	2009.4.14	 	 	 	2008.3.14	 	 	 	 	Advertisement

Brokerage

Contract
	 	Beijing Longrich
facilitated the
publication of the
advertising media;
upon advertising,
Beijing Longrich
charged agency
fees amounting to
RMB 210,000 (on
the premise that
the contract price
of Qingdao
Gaoguang Media
Co., Ltd. with the
clients
recommended by
Beijing Longrich
should be at least
RMB 900,000/Year).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Beijing Longrich should facilitate the publication of
the advertising media; upon advertising, Beijing
Longrich should charge agency fees amounting to RMB
210,000 (on the premise that the contract price of
Qingdao Gaoguang Media Co., Ltd with the clients
recommended by Beijing Longrich should be at least RMB
900,000 /Year).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31

	 	509 Guanduli
Interchange of East
Ring Flyover and
North Ring Flyover,
Suzhou
	 	 	 	Beijing

Longrich
	 	Suzhou Mingri
Enterprise
Image Planning
and Media Co.,
Ltd.
	 	 	2008.7.1	 	 	 	2009.6.30	 	 	 	2008.3.24	 	 	 	 	Advertisement

Brokerage

Contract
	 	According to the
Advertisement
Brokerage
Contract, Beijing
Longrich
facilitated the
publication of the
advertising media;
upon advertising,
Beijing Longrich
charged agency
fees amounting to
RMB 100,000 (on
the premise that
the contract price
of Suzhou Mingri
Enterprise Image
Planning and Media
Co., Ltd. with the
clients
recommended by
Beijing Longrich
should be at least
RMB 600,000/Year).
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	According to the Advertisement Brokerage Contract,
Beijing Longrich should facilitate the publication of
the advertising media; upon advertising, Beijing
Longrich should charge agency fees amounting to RMB
100,000 (on the premise that the contract price of
Suzhou Mingri Enterprise Image Planning and Media Co.,
Ltd with the clients recommended by Beijing Longrich
should be at least RMB 600,000 /Year).






13









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	32

	 	6 columns Tianhe

Airport Road, Wuhan
	 	Unipole

billboard

20m ×7m × 2

sides
	 	Yanhuang

Shengshi
	 	Wuhan Lineland
Advertising
Co., Ltd.
	 	 	2008.7.10	 	 	 	2009.7.9	 	 	 	2008.5.29	 	 	750,000.00
	 	Outdoor

Advertising

Contract
	 	900,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.7.10	 	 	 	2009.7.9	 	 	Service

Agreement
	 	Benz
	 	 	2008.5.12	 	 	1. According to the Purchase Contract, the Supplier
undertook the formalities of licensing had been
completed and the license had been obtained for
establishment of the advertising media under the
contract. 


2, According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	33

	 	At entrance to
Victory Park, Renmin
Street, Changchun
	 	Unipole

(doublte-side)

18m ×6m × 2

sides
	 	Yanhuang

Shengshi
	 	Changchun
Haotian
Advertising
Co., Ltd.
	 	 	2008.5.4	 	 	 	2009.5.4	 	 	 	2008.4.19	 	 	700,000.00
	 	Outdoor

Contract
	 	1,280,000.00
	 	Mercedes-Benz
(China) Ltd.
	 	 	2008.5.5	 	 	 	2009.5.4	 	 	Service

Agreement
	 	Benz
	 	 	2008.5.12	 	 	1. According to the Sales Contract, (1) Yanhuang
Shengshi undertook that it had completed or obtained
all the necessary and applicable internal authorization
procedure, governmental licensing and approval or
third-party consent for the purpose of signing and
performing the agreement; (2) for itself and on behalf
of the related parties, Yanhuang Shengshi represented,
warranted and undertook as follows: it had followed and
would continue to follow all the applicable laws; (3)
the parties to the agreement and their related parts or
shareholders should abide by the laws and regulations
inclusive of the Chinese laws and regulations on
anti-corruption (including but not limited to the US
Foreign Corrupt Practice Act and/or German laws against
corrupt practice) and other laws and regulations
applicable to any behavior of the parties to the
agreement or their related parties in connection with
the agreement, or applicable to any other business of
the parties to the Agreement or another member of
Daimler-Chrysler Corporation.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34

	 	Location A, Wall

Surface, Chengcheng

Plaza, Dianchi Road,

Kunming
	 	Wall billboard

19m ×10m
	 	Yanhuang

Shengshi
	 	Kunming
Shengmeida
Advertising
Co., Ltd.
	 	 	2008.6.15	 	 	 	2009.6.14	 	 	 	2008.5.8	 	 	400,000.00
	 	Outdoor

Advertising

Contract
	 	650,000.00
	 	DDB (Beijing)
Co., Ltd.
	 	 	2008.6.15	 	 	 	2009.6.14	 	 	Outdoor

Advertising

Contract
	 	Dongfeng Peugeot
	 	 	2008.5.8	 	 	1. According to the Purchase Contract, the Supplier was
responsible to complete all the formalities of approval
from the governmental authorities required for the
frames on the advertisement. 


2. According to the Sales Contract, Yanhuang Shengshi
undertook that it owned the media of advertisement or
enjoyed its total use right during the advertising
period.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35

	 	Above Nanjing Weigang

Tunnel
	 	Billboard

above the

tunnel
	 	Beijing

Longrich
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	20,000.00
	 	Nanjing Guanzhu
Advertising Co.,
Ltd.
	 	 	2008.3.10	 	 	 	2009.3.9	 	 	Service

Agreement
	 	 	 	 	—	 	 	According to the Service Agreement, Beijing Longrich
was willing to assist Nanjing Guanzhu Advertising Co.,
Ltd in advertising for Benz automobiles
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36

	 	X2 Xiaoshan

International

Airport, Hangzhou
	 	Unipole

18m ×6m × 2

sides
	 	Yanhuang

Shengshi
	 	Hangzhou
Liangche
Advertising
Co., Ltd.
	 	 	2009.1.25	 	 	 	2010.1.24	 	 	 	2008.6.3	 	 	950,000
	 	Outdoor

Advertising

Contract
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1. According to the provisions of the Purchase
Contractor, the Supplier undertook to provide the
advertising point at the specified location and
complete all the legal formalities for advertising.






15









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Form, Quantity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	and	 	 	 	Purchase Contract	 	 	 	Sales Contract	 
	 	 	 	 	Specification	 	 	 	 	 	Starting	 	Expiry Date	 	Execution	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Signing	 	 
	 	 	 	 	of Outdoor	 	 	 	 	 	Date of	 	of	 	Date of	 	 	 	Name of	 	Advertising	 	 	 	Service	 	Service	 	Name of	 	 	 	 Date	 	 
	 	 	Location of Outdoor	 	Advertising	 	Contract	 	Name of	 	Advertising	 	Advertising	 	Purchase	 	Purchase Cost	 	Purchase	 	Income	 	Name of Clients	 	Period	 	Period	 	Sales	 	Advertising	 	of Sales	 	 
	Sr. No	 	Advertising Media	 	Media	 	Signatory	 	Supplier	 	(Start)	 	(End)	 	Contract	 	(RMB Yuan)	 	Contract	 	(RMB Yuan)	 	Serviced	 	(Start)	 	(End)	 	Contract	 	Content	 	Contract	 	Remarks
	37

	 	Car Park No. 1,
Hongluo Temple,
Huairou District,
Beijing
	 	 	 	Beijing Yurun
Advertising
Co., Ltd. is
the signatory,
but the actual
execution
party is
changed to
Beijing
Longrich
	 	Huairou County

Huairou Town

Luzhuang

Economic

Cooperatives
	 	 	 	 	 	 	 	 	 	 	 	 	 	3,000
	 	Land

Occupation

Agreement
	 	20,000.00
	 	Beijing McDonalds
Food Co., Ltd.
	 	 	2008.01.07	 	 	 	2013.01.06	 	 	 	 	 	 	 	2007.12.28	 	 	As introduced by the Company, Longrich Advertising
actually performed the contract with Huairou County
Huairou Town Luzhuang Economic Cooperatives.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38

	 	At the juncture of
Futong East Street,
Guangshun South
Street, and Huajiadi
South Street,
Wangjing, Beijing
	 	Banners
	 	Yanhuang

Shengshi
	 	Beijing
Meizhong Times
Media
Advertising
Co., Ltd.
	 	 	2008.05.19	 	 	 	2008.06.02	 	 	 	 	 	 	160,000
	 	Outdoor

Advertising

Contract
	 	234,000.00
	 	DDB (Beijing)
Co., Ltd.
	 	 	2008.05.19	 	 	 	2008.06.02	 	 	 	 	 	 	 	2008.04.14	 	 	According to the Outdoor Advertising Contract signed by
and between Yanhuang Shengshi and Beijing Meizhong
Times Media Advertising Co., Ltd, Beijing Meizhong
Times Media Advertising Co., Ltd undertook that it
owned the advertising media or enjoyed the complete use
right during advertising and had the capacity to
legally provide advertising services.
The Company confirmed by email for performing the above
contract in September.






2. Miscellaneous



(1) On January 1, 2008, Yanhuang Shengshi and Beijing Huawen-Asatsu Advertising Co., Ltd. (hereinafter referred to as “Huawen-Asatsu”) signed the Advertisement Business
Contract, according to which, Huawen-Asatsu would put forward the requirements for outdoor advertising data information in and outside Beijing, and Yanhuang Shengshi should provide it
with the relevant data information services. The parties thereto should settle the account in the mode of monthly service fees. In case the requirement of Huawen-Asatsu covered less than
10 cities, Huawen-Asatsu should monthly pay to Yanhuang Shengshi an amount of RMB 5000; in case the requirement of Huawen-Asatsu covered more than 10 cities, Huawen-Asatsu should monthly
pay to Yanhuang Shengshi an amount of RMB 10,000. The contract was valid from January 1 to December 31, 2008.



(2) On July 8, 2008, Yanhuang Shengshi and Changping District Shahe Township People’s Government signed the Agreement for Billboard Fabrication, according to which, Yanhuang
Shengshi should fabricate and install 10 double-side billboards in accordance with the requirement of Changping District Shahe Township People’s Government; Changping District Shahe
Township People’s Government should pay RMB 300,000 to Yanhuang Shengshi for the work; Yanhuang Shengshi should be liable for maintaining the erected billboards for 1 year as from the
date of acceptance.



(3) On July 10, 2008, Yanhuang Shengshi and Beijing Meidian Enterprise Planning Co., Ltd. signed the Agreement for Billboard Fabrication, according to which, Beijing Meidian
Enterprise Planning Co., Ltd. should fabricate and install 10 double-side billboards in accordance with the requirement of Yanhuang Shengshi; Yanhuang Shengshi should pay RMB 175,000 to
Beijing Meidian Enterprise Planning Co., Ltd. for the work, Beijing Meidian Enterprise Planning Co., Ltd. should be liable for maintaining the erected billboards for 1 year as from the
date of acceptance.




16









 







(4) Yanhuang Shengshi and Fleishman-Hillard International Communications Co., Ltd. signed the Contract, according to which, Yanhuang Shengshi should fabricate and install the
Benz Light Box at the car park of National Centre for Performing Arts in accordance with the requirement of Fleishman-Hillard International Communications Co., Ltd.; Fleishman-Hillard
International Communications Co., Ltd. should pay RMB 82,648 to Yanhuang Shengshi; Yanhuang Shengshi should be liable for maintaining the erected billboard for 1 year as from the date of
acceptance.



(5) On July 3, 2008, Yanhuang Shengshi and Beijing United Creative Scrolling Light Box Factory signed the Agreement for Fabrication of Scrolling Light Boxes, according to
which, Beijing United Creative Scrolling Light Box Factory was responsible to fabricate 2 units of 160 profile scrolling light boxes, for which Yanhuang Shengshi should pay RMB 26,106.6,
and Beijing United Creative Scrolling Light Box Factory should be responsible for one-year maintenance as from the installation date of the scrolling light boxes.






17












 





APPENDIX 12. WRITTEN CONFIRMATON OF PAYMENT OF

INITIAL EQUITY TRANSFER CONSIDERATION






18









 







Appendix 12




Letter of Acknowledgement



The Investment Framework Agreement (hereinafter referred to as “Investment Framework Agreement”)
was made and entered into on August 3, 2008 by and among Redgate Interactive Advertising (Beijing)
Co., Ltd. (hereinafter referred to as “Investor”), Beijing Yanhuang Shengshi Advertising Co., Ltd.
(hereinafter referred to as “Yanhuang Shengshi”), Yigang Zhao, Bin He, Youyi Wang and Ting Li (the
four natural persons are hereinafter collectively referred to as “Existing Shareholders”). Yanhuang
Shengshi has provided the Investor with relevant documents proving that the conditions precedent
specified in Article 5.1 of the Investment Framework Agreement have been fulfilled.



Therefore, the Investor, Yanhuang Shengshi and the Existing Shareholders hereby acknowledge in
writing that part of the conditions precedent specified in Article 5.1 of the Investment Framework
Agreement have not been fulfilled but have been released and waived by the Investor, and the other
conditions precedent have been fulfilled completely. The Investor hereby agrees to pay RMB
thirty-two million one hundred and thirty thousand (RMB32,130,000) from the domestic co-managed
account as mentioned in the Investment Framework Agreement to the Existing Shareholders or the
designated account. The Investor hereby agrees that non-fulfillment of the conditions precedent
which have been waived by the Investor shall not constitute the conditions precedent for paying the
considerations for the remaining equity interest (as defined in the Investment Framework
Agreement), or constitute the default or violation of the Investment Framework Agreement.



Furthermore, 1) according to Article 2.1.2 of the Investment Framework Agreement, “...The Parties
agree that PWC shall conduct and complete successfully the audit upon the Company’s financial
reports of the first half of 2008 prior to the delivery day of initial equity transfer.” The
Investor, Yanhuang Shengshi and the Existing Shareholders hereby agree to waive and terminate the
aforesaid terms and agree that PwC shall audit, and complete the audit upon the Company’s financial
reports of the first half of 2008 as soon as possible after the delivery day of initial equity
transfer; 2) the Investor acknowledges that the agent entrusted by Yanhuang Shengshi has prepared
the whole set of application documents concerning the equity transfer according to the requirements
of the administration for industry and commercial and the form of relevant application documents in
order to complete the procedures for alteration registration in connection with the transfer of 51%
equity interest of Yanhuang Shengshi by the Existing Shareholders to the Investor as soon as
possible since the Investor requests to complete such procedures prior to October 1, 2008.








19









 







Redgate Interactive Advertising (Beijing) Co., Ltd. (seal)



Legal representative (signature):



Beijing Yanhuang Shengshi Advertising Co., Ltd. (seal)



Legal representative (signature):



Yigang Zhao (signature):



Youyi Wang (signature):



Bin He (signature):



Ting Li (signature):



Date: October 27, 2008








20









 








APPENDIX 13. CLOSING COVENANT LETTER






21









 








Appendix 13



To: Redgate Interactive Advertising (Beijing) Co., Ltd.




Letter of Undertaking on Delivery



Beijing Yanhuang Shengshi Advertising Co., Ltd. (hereinafter referred to as “Yanhuang
Shengshi”) and its shareholders Yigang Zhao, Bin He, Youyi Wang and Ting Li (hereinafter
collectively referred to as “Original Shareholders”) executed the Investment Agreement (hereinafter
referred to as “Agreement”) on August 3, 2008 (“Execution Date”) with Redgate Interactive
Advertising (Beijing) Co., Ltd. (hereinafter referred to as “Redgate”). According to the Agreement,
the Parties shall make the proposed delivery on                                         , 2008 (“Delivery Date”). Yanhuang Shengshi
and the Original Shareholders hereby make the following undertakings to Redgate on the Delivery
Date:





	1.	 	All warrants made by the Original Shareholders and Yanhuang Shengshi in the Agreement remain
true, accurate and complete, free of misleading contents, from the Execution Date (inclusive)
of the Agreement between Redgate, Yanhuang Shengshi and the Original Shareholders to the
Delivery Date.
	 
	2.	 	There are not any events, facts, conditions, changes or other circumstances which have caused
or may cause material adverse effect upon Yanhuang Shengshi from the Execution Date
(inclusive) of the Agreement to the Delivery Date.




It is hereby undertaken as above.




[Execution page below]








22









 








[Execution Page of Letter of Undertaking on Delivery]



Beijing Yanhuang Shengshi Advertising Co., Ltd. (seal)



Yigang Zhao (signature):



Bin He (signature):



Youyi Wang (signature):



Ting Li (signature):




Date:                                         , 2008








 









 








APPENDIX 14. COMPANY’S OPERATIONAL BUDGET TARGETS

FOR THE THREE YEARS FROM 2008 TO 2010






2









 








Redgate Media Group

Business Segment for Yanhuang

Amount in RMB unless otherwise stated




Outdoor — Yanhuang




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2008	 	 	2009	 	 	2010	 
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Turnover
	 	 	126,532,183	 	 	 	193,947,717	 	 	 	224,001,517	 
	— Revenue-billboard
	 	 	75,385,688	 	 	 	192,147,717	 	 	 	222,201,517	 
	— Revenue-making
	 	 	466,244	 	 	 	1,800,000	 	 	 	1,800,000	 
	— Revenue-projects
	 	 	50,680,251	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Less : Cost of Sales
	 	 	88,109,536	 	 	 	148,914,480	 	 	 	171,095,168	 
	— Media cost
	 	 	57,417,958	 	 	 	141,228,572	 	 	 	162,207,107	 
	— Commission
	 	 	4,600,863	 	 	 	7,685,909	 	 	 	8,888,061	 
	— Projects cost
	 	 	26,090,715	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	less : Business tax
	 	 	3,227,502	 	 	 	4,428,408	 	 	 	5,190,730	 
	 	 	 
	Gross Profit
	 	 	35,195,145	 	 	 	40,604,828	 	 	 	47,715,618	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Making and maintenance
	 	 	3,023,220	 	 	 	3,842,954	 	 	 	4,444,030	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Selling expense
	 	 	361,338	 	 	 	576,443	 	 	 	666,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Administrative expense
	 	 	6,656,650	 	 	 	7,685,909	 	 	 	8,888,061	 
	Depreciation & Amortization
	 	 	238,116	 	 	 	240,000	 	 	 	240,000	 
	Financial expense
	 	 	(181,122	)	 	 	0	 	 	 	0	 
	Non-operating income/loss
	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EBIT
	 	 	25,096,943	 	 	 	28,259,522	 	 	 	33,476,923	 
	Tax Expenses
	 	 	6,274,236	 	 	 	7,064,880	 	 	 	8,369,231	 
	 	 	 
	Profit/Loss After Tax
	 	 	18,822,707	 	 	 	21,194,641	 	 	 	25,107,692	 






3









 






Signature Page




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

 
	By:  	/s/ Ying Zhu
 	 	 
	 	Name:  	Ying Zhu 	 	 
	 	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/ Yigang Zhao
 	 	 
	 	Name:  	 	 	 
	 	Title: