exv10w4w6






			
	

[Translation of Chinese original]
	 	Exhibit 10.4.6






 



Supplemental & Amendment Agreement




Of




Investment Framework Agreement of Shanghai Hongmen Advertising Co., Ltd.

 






By and among



Pacific Asia Mode Cube Limited



Redgate Interactive Advertising (Beijing) Co., Ltd.



Redgate Media AD Co., Ltd.



Weidong Zhu



Chengye Guo



Shanghai Aoxue Advertising Broadcasting Co., Ltd.



And



Shanghai Hongmen Advertising Co., Ltd.



April 8, 2008



Shanghai Office



King & Wood PRC Lawyers



 









 





Table of Contents




	 	 	 	 	 
	Article Heading	 	Page
	 
	 	 	 	 
	1.     Definitions

	 	 	2	 
	2.     General Principles

	 	 	2	 
	3.     Amendment of Framework Agreement

	 	 	3	 
	4     Warranties and Undertakings

	 	 	10	 
	5     Entire Agreement

	 	 	10	 
	Appendix I Investment Framework Agreement

	 	 	1	 
	Appendix II PAMC’s Capital Increase Legal Documents

	 	 	1	 
	Appendix III Capital Increase Termination Agreement

	 	 	1	 
	Appendix IV WFOE’s Capital Increase Legal Documents

	 	 	1	 
	Appendix V

	 	 	1	 
	Appendix VIII to the Framework Agreement

	 	 	1	 






 









 





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





	(1)	 	Pacific Asia Mode Cube Limited, a limited liability company incorporated and existing in
accordance with the laws of Hong Kong, with its registered address at Room 2703, 27/F, The
Centrium, 60 Wyndham Street, Central, Hong Kong, China (“PAMC”);
	 
	(2)	 	Redgate Interactive Advertising (Beijing) Co., Ltd., a wholly-foreign-owned limited liability
company incorporated and existing in accordance with the laws of China, with its registered
address at Rm. 804, 2/F, 19 Jianwai Avenue, Chaoyang District, Beijing, China (hereinafter
referred to as “WFOE”);
	 
	(3)	 	Redgate Media AD Co., Ltd., a limited liability company incorporated and existing in
accordance with the laws of China, with its registered address at Rm. 1807, 15/F, Tower B,
Jianwai SOHO, 39 East 3rd Ring Road Central, Chaoyang District, Beijing, China (“Transferee”,
jointly with PAMC and WFOE referred to as “Investors”);
	 
	(4)	 	Weidong Zhu, a natural person and shareholder of Shanghai Hongmen Advertising Co., Ltd., with
the ID Card number of 310110197006105018;
	 
	(5)	 	Chengye Guo, with the ID Card number of 110102195603230419;
	 
	(6)	 	Shanghai Aoxue Advertising Broadcasting Co., Ltd., a limited liability company incorporated
and existing in accordance with the laws of China, with its registered address at Building G,
No. 10 Jinwen Road, Zhuqiao Town, Nanhui District, Shanghai, China (“Nominee”); and
	 
	(7)	 	Shanghai Hongmen Advertising Co., Ltd., a limited liability company incorporated and existing
in accordance with the laws of China, with its registered address at P-1 Building, 7523
Beiqing Highway, Chonggu Town, Qingpu District, Shanghai, China (“Company” or “Hongmen”).




(PAMC, the Transferee, WFOE, Weidong Zhu, Chengye Guo, the Nominee and the Company are collectively
referred to as the “parties” and individually as a “party”.)




Whereas:





	 	(A)	 	PAMC, the Transferee, Weidong Zhu, Chengye Guo, the Nominee and the Company
concluded, on December 19, 2007, the Investment Framework Agreement (“Framework
Agreement”) as shown in Appendix I hereto. According to the Framework Agreement: (i) the
Transferee and Weidong Zhu shall, upon completing the industrial and commercial
registration of Equity Transfer A and Capital Increase A, sign the Equity Transfer
Agreement B, pursuant to which, Weidong Zhu shall transfer to the Transferee part of the
Company’s equity interest held by Weidong Zhu; (ii) the Nominee and Weidong Zhu shall,
upon completing the industrial and commercial registration of Equity Transfer A and
Capital Increase A, sign the Equity Transfer Agreement C, pursuant to which, Weidong Zhu
shall transfer to the Nominee part of the Company’s equity interest held by Weidong Zhu;
(iii) all the parties concerned shall, upon completing the industrial and commercial
registration of Equity Transfer B and Equity Transfer C, sign the Capital Increase
Agreement, Joint Venture Contract and Articles of Association of Shanghai Hongmen
Advertising Co., Ltd. in connection with PAMC’s investment in the Company (collectively
referred to as “PAMC’s Capital Increase Legal Documents”) as described in Appendix II
hereto, regarding the matters relating to PAMC’s subscription for the Company’s increased
capital (“PAMC’s Capital Increase”) and convert the Company into a Sino-foreign joint
venture enterprise.
	 
	 	(B)	 	After the above agreements are signed, for the reason of performing the contract,
upon negotiation, the parties hereto agree that: (i) The Transferee of the Equity Transfer
Agreement C shall be changed from the Nominee to Chengye Guo; (ii) The matters relating to
PAMC’s





1









 











	 	 	 	Capital Increase specified in the Framework Agreement shall be completed by WFOE.
Therefore, PAMC shall sign, with the parties concerned, the Capital Increase Termination
Agreement (“Termination Agreement”) shown in Appendix III hereto to terminate the rights
and obligations of the parties concerned under PAMC’s Capital Increase Legal Documents. In
addition, WFOE shall sign, with the parties concerned, such transaction documents for WFOE
to invest in the Company as the Capital Increase Agreement (“New Capital Increase
Agreement”) and Articles of Association of Shanghai Hongmen Advertising Co., Ltd.
(“Restated Articles of Association”) shown in Appendix IV hereto (“WFOE’s Capital Increase
Legal Documents”) to specify the matters for WFOE to increase the capital of the Company;
(iii) The schedule for equity transfer and capital increase as specified in the Framework
Agreement shall be adjusted; (iv) The relevant matters for the Company’s further
restructuring and subsequent equity transfer as specified in the Framework Agreement shall
be amended.
	 
	 	(C)	 	To ensure the consistency of the transaction documents, the parties hereto agree to
conclude the Agreement for the above alterations to amend the Framework Agreement
accordingly and make certain representations, warranties and undertakings according to the
Agreement.




Therefore, in line with the equal and mutual-benefit principle, upon amiable negotiation, the
parties hereto have concluded the Agreement regarding the matters to supplement and amend the
Framework Agreement, as follows:





	1.	 	Definitions
	 
	 	 	Definition
	 
	 	 	For the purpose of the Agreement, the terms that are not defined herein shall bear the same
meaning as those in the Framework Agreement.
	 
	 	 	Headings
	 
	 	 	Headings of the articles are inserted only for the reference and shall not affect the
interpretation of the Agreement.
	 
	 	 	Appendices
	 
	 	 	Appendices consist of all appendices listed in the Table of Contents hereof, constituting an
integral part of the Agreement.
	 
	2.	 	General Principles




As the general principles for amending the Frame Agreement, the parties hereto agree as follows:





	2.1	 	Upon signing the Agreement, the Nominee shall be no longer a party to the Framework Agreement
and its rights and obligations under the Framework Agreement (as amended herein), Equity
Transfer Agreement C and WFOE’s Capital Increase Legal Documents shall be succeeded by Chengye
Guo. The Nominee shall no longer undertake any relevant obligation under the aforementioned
legal documents.
	 
	2.2	 	As from the date of the Agreement, WFOE shall become a signatory of the Framework Agreement
and shall be entitled to the rights under the Framework Agreement (as amended herein) and
undertake the relevant obligations.
	 
	2.3	 	The legal matter for PAMC’s Capital Increase specified in the Framework Agreement is amended
to be completed by WFOE. Accordingly, in accordance with the provisions of the Framework
Agreement, the Agreement and WFOE’s Capital Increase Legal Documents, WFOE shall contribute
the Capital Increase B amounting to RMB fifteen million (RMB15,000,000) to the Company and
perform the relevant investment obligations relating to Capital Increase B in the Framework
Agreement. According to the provisions of the Agreement and the Capital Increase Termination
Agreement, PAMC shall no longer undertake any investment obligation to contribute





2









 











	 	 	Capital Increase B to the Company and perform any investment obligation relating to Capital
Increase B as specified in the Framework Agreement.
	 
	2.4	 	Since WFOE is a wholly-foreign-owned enterprise within the territory of China, according to
the relevant legal provisions, upon completion of Capital Increase B, the Company shall be
changed as an enterprise reinvested by a foreign-invested enterprise, instead of a
Chinese-foreign joint venture enterprise. Therefore, the concept of the Framework Agreement
regarding the Chinese-foreign joint venture enterprise shall be no long applicable and the
relevant clauses shall be amended and adjusted accordingly.
	 
	2.5	 	Except for Capital Increase B, all the rights and obligations of PAMC under the Framework
Agreement shall remain unchanged.
	 
	2.6	 	Headings and mutual citations for the articles of the Framework Agreement shall be adjusted
according to the amendments hereto.
	 
	3.	 	Amendment of Framework Agreement




In accordance with the above general principles, the parties hereto agree to amend the Framework
Agreement as follows (for the purpose of maintaining the consistency with the Framework Agreement
and avoiding any doubt, any reference to “the Agreement” in the following relevant amended articles
of the Framework Agreement shall mean the Framework Agreement, and any reference to the “appendices
to the Agreement” shall mean the appendices to the Framework Agreement):




     Article 1 of the Framework Agreement




	 	3.1.1	 	The definition of “Equity Transfer Agreement B” is amended as follows:
	 
	 	 	 	“Equity Transfer Agreement B” means the equity transfer agreement signed by and
among PAMC, Redgate Interactive, the Company and Weidong Zhu for Redgate Interactive
to take over the Company’s equity held by Weidong Zhu, representing RMB9,615 of the
Company’s registered capital;
	 
	 	3.1.2	 	The definition of “Equity Transfer Agreement C” is amended as follows:
	 
	 	 	 	“Equity Transfer Agreement C” means the equity transfer agreement signed by and
among such parties concerned as Chengye Guo and Weidong Zhu for Chengye Guo to take
over the Company’s equity interest held by Weidong Zhu, representing RMB1,177,644 of
the Company’s registered capital;
	 
	 	3.1.3	 	The definition of “Restated Articles of Association” is amended as
follows:
	 
	 	 	 	“Restated Articles of Association” means the restated articles of association of the
Company signed by WFOE and all the parties concerned in China according to the
Capital Increase Agreement;
	 
	 	3.1.4	 	The definition of “Capital Increase B” is amended as follows:
	 
	 	 	 	“Capital Increase B” means any matter in connection with WFOE’s subscription for the
Company’s increase capital according to the Capital Increase Agreement;
	 
	 	3.1.5	 	The definition of “Capital Increase Amount B” is amended as follows:
	 
	 	 	 	“Capital Increase Amount B” means the capital increase amount of RMB fifteen million
(RMB15,000,000) to be subscribed for by WFOE from the Company according to the
Capital Increase Agreement;
	 
	 	3.1.6	 	The definition of “Capital Increase Agreement” is amended as follows:




3









 






	 	 	 	“Capital Increase Agreement” means the agreement signed by and among the parties
hereto in connection with WFOE’s subscription for the capital increase from the
Company, for the form of which, see Appendix II to the Agreement;
	 
	 	3.1.7	 	The following definitions are added to Article 1.1 of the Framework
Agreement:
	 
	 	 	 	“Type-A Cash Payment” means the cash payment (if any) made by a company listed or to
be listed to the Allottees according to the provisions of Article 4.5(i) of the
Agreement.
	 
	 	 	 	“Type-A Settlement” means the settlement by the parties concerned for the issuance
and distribution of Type-A Stock (if any) or Type-A Cash Payment (as the case may
be) according to the provisions of the Agreement.
	 
	 	 	 	“Type-A Settlement Date” means the 15th day after the fulfillment date of
Type-A CP or any other date agreed in writing by and between the Company and the
Allottees.
	 
	 	 	 	“Type-A CP Fulfillment Date” means the date on which all the Conditions Precedent
are fulfilled for Type-A Settlement as specified in Article 4.6.
	 
	 	 	 	“Type-A Stock” means the stock of the listed company issued to the Allottees by the
company listed or to be listed according to the provisions of Article 4.4(i) of
the Agreement, which is subject to such adjustment as specified in Article 4.7
of the Agreement (if applicable).
	 
	 	 	 	“Type-B Cash Payment” means the cash payment (if any) made by a company listed or to
be listed to the Allottees according to the provisions of Article 4.5(ii) of the
Agreement.
	 
	 	 	 	“Type-B Settlement” means the settlement by the parties concerned for the issuance
and distribution of Type-B Stock (if any) or Type-B Cash Payment (as the case may
be) according to the provisions of the Agreement.
	 
	 	 	 	“Type-B Settlement Date” means the 15th day after the fulfillment date of
Type-B CP or any other date agreed in writing by and between the Company and the
Allottees.
	 
	 	 	 	“Type-B CP Fulfillment Date” means the date when all the Conditions Precedent are
fulfilled for Type-B Settlement as specified in Article 4.6.
	 
	 	 	 	“Type-B Stock” means the stock of the listed company issued to the Allottees by the
company listed or to be listed according to the provisions of Article 4.4(ii) of the
Agreement, which is subject to such adjustment as specified in Article 4.7 of the
Agreement (if applicable).
	 
	 	 	 	“Type-C Cash Payment” means the cash payment (if any) made by a company listed or to
be listed to the Allottees according to the provisions of Article 4.5(iii) of the
Agreement.
	 
	 	 	 	“Type-C Settlement” means the settlement by the parties concerned for the issuance
and distribution of Type-C Stock (if any) or Type-C Cash Payment (as the case may
be) according to the provisions of the Agreement.
	 
	 	 	 	“Type-C Settlement Date” means the 15th day after the fulfillment date of
Type-C CP or any other date agreed in writing by and between the Company and the
Allottees.
	 
	 	 	 	“Type-C CP Fulfillment Date” means the date when all the Conditions Precedent are
fulfilled for Type-C Settlement as specified in Article 4.6.
	 
	 	 	 	“Type-C Stock” means the stock of the listed company issued to the Allottees by the
company listed or to be listed according to the provisions of Article 4.4(iii) of
the




4









 






	 	 	 	Agreement, which is subject to such adjustment as specified in Article 4.7 of the
Agreement (if applicable).
	 
	 	3.1.8	 	The following article is added after Article 1 of the Framework Agreement:






	 	1.5	 	Reference
	 
	 	 	 	Reference to the Laws of China herein shall include any regulations, rules,
policies bearing legal effect or other auxiliary legislations within the
jurisdiction. Reference to any law shall include its revision or alteration
made from time to time. Reference to the Agreement or any contract shall be
interpreted as including any relevant agreement or contract that may be
subsequently revised, altered or updated.





     Articles 2.2 to 2.4 of the Framework Agreement are hereby amended as follows:




	 	2.2	 	The Transferee and Weidong Zhu shall sign the Equity Transfer Agreement B in
the form as shown in Appendix I to the Agreement, according to the terms and conditions
of which, the Transferee shall contribute RMB ten thousand (RMB10,000) (“Equity
Transfer Price B”) to take over the Company’s equity interest held by Weidong Zhu,
representing RMB9,615 of the Company’s registered capital (“Equity Transfer B”). The
specific payment method shall be subject to the provisions of the Equity Transfer
Agreement B.
	 
	 	2.3	 	Chengye Guo and Weidong Zhu shall sign the Equity Transfer Agreement C in the
form as shown in Appendix I to the Agreement, according to the terms and conditions of
which, Chengye Guo shall take over, at the minimum price allowed by the laws of China,
the Company’s equity interest held by Weidong Zhu, representing RMB1,177,644 of the
Company’s registered capital (“Equity Transfer C”). The specific payment method shall
be subject to the provisions of the Equity Transfer Agreement C.
	 
	 	2.4	 	Upon completion of all the equity transfers according to the Agreement, the
Company’s equity structure shall be as shown in the following table:





	 	 	 	 	 	 	 	 	 
	 	 	Contribution Amount	 	Contribution
	Name of Shareholders	 	(RMB)	 	Ratio (%)
	Redgate Media AD Co., Ltd.
	 	 	3,269,615	 	 	 	51.01	%
	Weidong Zhu
	 	 	1,962,741	 	 	 	30.62	%
	Chengye Guo
	 	 	1,177,644	 	 	 	18.37	%
	 
	 	 	 	 	 	 	 	 
	Total:
	 	 	6,410,000	 	 	 	100.000	%
	 
	 	 	 	 	 	 	 	 






     Article 3 of the Framework Agreement is hereby amended as follows:




	 	3.	 	Capital Increase B
	 
	 	3.1	 	The parties hereto agree to sign, according to the provisions of the Agreement,
the Capital Increase Agreement in the form as shown in Appendix II to the Agreement and
the Articles of Association as shown in Appendix IV regarding WFOE’s capital increase
to the Company under the Agreement and complete the following capital increase
formalities of the Company according to the terms and conditions specified in the
Capital Increase Agreement:
	 
	 	 	 	The Capital Increase Amount B contributed by WFOE to the Company amounts to RMB
fifteen million (RMB15,000,000), of which RMB one million four hundred and forty
thousand nine hundred and sixty-four (RMB1,440,964) shall be accounted into the
Company’s registered capital and the balance of RMB thirteen million five hundred and




5









 






	 	 	 	fifty-nine thousand thirty-six (RMB13,559,036) shall be accounted into the Company’s
capital reserve. Upon completion of the capital increase, the Company’s shareholders,
their contribution amounts and shares of the equity interest shall be as shown in the
following table:





	 	 	 	 	 	 	 	 	 
	 	 	Contribution	 	Ratio of Registered
	Name of Shareholders	 	Amount (RMB)	 	Capital
	Redgate Interactive Advertising
(Beijing) Co., Ltd.
	 	 	1,440,964	 	 	 	18.354	%
	Redgate Media AD Co., Ltd.
	 	 	3,269,615	 	 	 	41.646	%
	Weidong Zhu
	 	 	1,962,741	 	 	 	25.000	%
	Chengye Guo
	 	 	1,177,644	 	 	 	15.000	%
	 
	 	 	 	 	 	 	 	 
	Total:
	 	 	7,850,964	 	 	 	100.000	%
	 
	 	 	 	 	 	 	 	 







	 	3.2	 	The specific payment method and settlement conditions for Capital Increase
Amount B shall be subject to the provisions of the Capital Increase Agreement.





     Articles 4.3 to 4.6 of the Framework Agreement are hereby amended as follows:




	 	4.3	 	Notwithstanding the above provisions, where it is necessary, the Investors may
determine, at their discretion, to purchase, by themselves or through their affiliated
parties or other third parties, from Weidong Zhu and Chengye Guo the 40% equity
interest of the Company held by them in cash or with the listed company’s stocks
according to Articles 4.4 and 4.5 below.
	 
	 	4.4	 	In the event the offshore listing specified in Article 4.2 (the “IPO”) takes
place on or prior to June 30, 2009, Weidong Zhu and Chengye Guo (“Allottees”) shall be
entitled to receive:
	 
	 	 	(i)	 The following quantity of Type-A Stocks on Type-A Settlement Date:





	 	 	 	 	 
	 

	 	 	 	A x C x 20% x D x E – F – Hongmen’s equity transfer consideration
	 	 	X
	=	—————————————————————————————	 
	 

	 	 	 	B

	 
	 	 	Of which:
	 
	 	 	X
	=	Quantity of Type-A Stocks
	 
	 	 	A

	=	Hongmen’s audited annual net profit as of December 31, 2008
calculated according to US Accounting Standard (“Hongmen’s Net Profit for 2008”)
	 
	 	 	B

	=	The listed company’s average closing price for the 10 trading
days after the announcement of the audited annual accounts as of December 31,
2008
	 
	 	 	C

	=	P/E for IPO stock pricing
	 
	 	 	D

	=	60% (subject to the adjustment specified in Article 4.7)
	 
	 	 	E

	=	40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)
	 
	 	 	F

	=	Auditing fees paid for the previous financial reports of
2005~2008 as per US Accounting Standards







	 	 	 	Notwithstanding the above provisions, the Company may choose, at its discretion, to pay
cash to the Allottees to substitute all or part of Type-A Stocks to be issued to the
Allottees under Article 4.4(i), and in such case, the amount of cash to be paid instead
of Type-A Stocks shall be equal to the quantity of Type-A Stocks to be substituted
(issued) by the Company in cash payment multiplied by B;




6









 






	 	 	(ii)	 The following quantity of Type-B Stocks on Type-B Settlement Date:





	 	 	 	 	 
	 

	 	 	 	A x C x 60% x D x E	 	 
	 	 	X

	=
	—————————	 	 	 
	 

	 	 	 	B
	 	 
	 
	 	 	Of which:
	 
	 	 	X

	=
	Quantity of Type-B Stocks
	 
	 	 	 	 	 	 
	 	 	A

	=
	Hongmen’s audited annual net profit as of December 31, 2009
calculated according to US Accounting Standard (“Hongmen’s Net Profit for 2009”)

	 
	 	 	 	 	 	 
	 	 	B

	=
	The listed company’s average closing price for the 10 trading
days after the announcement of the audited accounts as of December 31, 2009

	 
	 	 	 	 	 	 
	 	 	C

	=
	Average of the listed company’s daily P/E of the 10 days after
the announcement of the listed company’s audited accounts as of December 31, 2009 as shown on the NASDAQ website
 (or if the listed company is not listed at NASDAQ, such
value shall be calculated as per other index reasonably determined by the Board of Directors of the listed company)

	 
	 	 	 	 	 	 
	 	 	D

	=
	60% (subject to the adjustment specified in Article 4.7)

	 
	 	 	 	 	 	 
	 	 	E

	=
	40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)








	 	 	 	Notwithstanding the above provisions, the Company may choose, at its discretion, to pay
or cause to pay cash to the Allottees to substitute all or part of Type-B Stocks to be
issued to the Allottees under Article 4.4(ii), and in such case, the amount of cash to
be paid instead of Type-B Stocks shall be equal to the quantity of Type-B Stocks to be
substituted (issued) by the Company in cash payment multiplied by B;






	 	 	(iii) 	The following quantity of Type-C Stocks on Type-C Settlement Date:





	 	 	 	 	 
	 	 

	 	
	A x C x 20% x D x E
	 	 	X

	=
	—————————
	 

	 	 	 	B
	 	 
	 
	 	 	 	 
	 	 	Of which:
	 
	 	 	 	 
	 	 	X

	=
	Quantity of Type-C Stocks
	 
	 	 	 	 
	 	 	A

	=
	Hongmen’s audited annual net profit as of December 31, 2010
calculated according to US Accounting Standard and audited (“Hongmen’s Net Profit
for 2010”)
	 
	 	 	 	 
	 	 	B

	=
	The listed company’s average closing price for 10 trading days
after the announcement of the audited accounts as of December 31, 2010
	 
	 	 	 	 
	 	 	C

	=
	Average of the listed company’s daily P/E of the 10 days after
the announcement of the listed company’s audited accounts as of December 31, 2010
as shown on the NASDAQ website (or if the listed company is not listed at NASDAQ,
such value shall be calculated as per other index reasonably determined by the
Board of Directors of the listed company)
	 
	 	 	 	 
	 	 	D

	=
	60% (subject to the adjustment specified in Article 4.7)
	 
	 	 	 	 
	 	 	E

	=
	
40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)







	 	 	 	Notwithstanding the above provisions, the Company may choose, at its discretion, to
pay or cause to pay cash to the Allottees to substitute the whole or part of Type-C
Stock to be issued to the Allottees under Article 4.4(iii), and in such case, the
amount of cash to be




7









 






	 	 	paid instead of Type-C Stock shall be equal to the quantity of Type-C Stocks to be
substituted (issued) by the Company in cash payment multiplied by B;
	 
	 	4.5	In the event IPO fails to take place on or prior to June 30, 2009, the
Allottees shall be entitled to receive:
	 
	 	 	(i)	The following amount of Type-A Cash Payment on Type-A Settlement
Date:
	 
	 	 	(1)	In the event that Hongmen’s Net Profit for 2008 is more than zero,
the Allottees shall be granted with Type-A Cash Payment calculated as per the
following formula and the schedule of such cash payment shall be determined by the
parties hereto through further negotiation:





	 	 	 	 	 
	 	 	Y

	=
	7 x A x 20% x E - F – Hongmen’s equity transfer consideration
	 
	 	 	 	 
	 	 	Of which:
	 
	 	 	 	 
	 	 	Y

	=
	Amount of Type-A Cash Payment
	 
	 	 	 	 
	 	 	A

	=
	Hongmen’s Net Profit for 2008
	 
	 	 	 	 
	 	 	E

	=
	40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)
	 
	 	 	 	 
	 	 	F

	=
	Auditing fees paid for the previous financial reports of 2005~2008







	 	 	(2)	In the event that Hongmen’s Net Profit in 2008 is equal to or less
than zero, the Allottees will be granted with US$ 8,000 as Type-A Cash Payment;
	 
	 	 	(ii)	The following amount of Type-B Cash Payment on Type-B Settlement
Date:
	 
	 	 	(1)	In the event that Hongmen’s Net Profit for 2009 is more than zero,
the Allottees shall be granted with Type-B Cash Payment calculated as per the
following formula and the schedule of such cash payment shall be determined by the
parties hereto through further negotiation:





	 	 	 	 	 
	 	 	Y

	=
	7 x A x 60% x E
	 
	 	 	 	 
	 	 	Of which:
	 
	 	 	 	 
	 	 	Y

	=
	Amount of Type-B Cash Payment
	 
	 	 	 	 
	 	 	A

	=
	Hongmen’s Net Profit for 2009
	 
	 	 	 	 
	 	 	E

	=
	40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)







	 	 	(2)	In the event that Hongmen’s Net Profit for 2009 is equal to or less
than zero, the Allottees shall be granted with US$8,000 as Type-B Cash Payment;
	 
	 	 	(iii)	The following amount of Type-C Cash Payment on Type-C Settlement
Date:
	 
	 	 	(1)	In the event that Hongmen’s Net Profit for 2010 is more than zero,
the Allottees shall be granted with Type-C Cash Payment calculated as per the
following formula and the schedule of such cash payment shall be determined by the
parties hereto through further negotiation:





	 	 	 	 	 
	 	 	Y

	=
	7 x A x 20% x E
	 
	 	 	 	 
	 	 	Of which:

	 	 
	 
	 	 	 	 
	 	 	Y =
Amount of Type-C Cash Payment






8









 






	 	 	 	 	 
	A

	 	=
	 	Hongmen’s Net Profit for 2010
	 
	 	 	 	 
	E

	 	=
	 	40% (Hongmen’s equity interest held by Weidong Zhu and Chengye Guo)







	 	 	(2)	In the event that Hongmen’s Net Profit for 2010 is equal to or less
than zero, the Allottees shall be granted with US$4,000 as Type-C Cash Payment.
	 
	 	4.6	The Conditions Precedent for Type-A Settlement, Type-B Settlement and Type-C
Settlement are shown in Appendix VIII to the Agreement. After the parties hereto
confirm in writing the fulfillment (or waiver) of the above Conditions Precedent for
settlement, the company listed/to be listed shall make payment to the Allottees
according to the provisions hereof.
	 
	 	4.7	The parties hereto agree that in the event that Hongmen’s audited net profit
for 2008, 2009 and 2010 (individually referred to as “Annual Net Profit”) is less than
the audited net profit of the preceding year, “D” value in Article 4.4 of the Agreement
shall be adjusted to “D2” value as specified below:





	 	 	 	 	 
	 

	 	 	 	Annual Net Profit
	D2

	 	= D x
	 	
 

	 

	 	 	 	Last-year Net Profit
	 	 	 
	The following are only explanatory examples:







	 	(i)	 	In the event that Hongmen’s net profit is RMB three million in 2009
and RMB four million in 2008, “D” in Article 4.4(i) shall be adjusted from 60% to
45%: (3,000,000/4,000,000) x 60% = 45%; and
	 
	 	(ii)	 	In the event that Hongmen’s net profit is RMB three million in 2010
and RMB four million in 2009, “D” in Article 4.4(ii) shall be adjusted from 60% to
45%: (3,000,000/4,000,000) x 60% = 45%.





	 	4.8	The product of “C” and “D” above shall not exceed 18, and in the event that the
quotient of Hongmen’s audited net profit for 2010 divided by Yarun’s audited net
profit in 2009 exceeds 1.4, the product of “C” and “D” above shall not exceed 19.
	 
	 	4.9	The payment to be made by WFOE for the purchase of the 40% equity interest
specified above shall not exceed RMB one hundred and sixty million (RMB160,000,000).





     Article 8 of the Framework Agreement is hereby amended as follows:




	 	Weidong Zhu, Chengye Guo and the Company undertake to the Investors that the Capital
Increase Amount of WFOE shall be only used for further development of the Mosquito-Control
Light Box Project, business expansion and other purposes agreed by the Investors. Unless
prior written consent is obtained from the Investors, such amount shall not be used for
merger with, acquisition of or investment in other enterprises in other ways.





     Article 16 of the Framework Agreement:




	 	Whereas: “...including but not limited to the Equity Transfer Agreement, Joint Venture
Contract, Restated Articles of Association and Capital Increase Agreement...” is amended as
follows: “...including but not limited to the Equity Transfer Agreement, Restated Articles
of Association and Capital Increase Agreement...”





     Appendices




	 	3.5.1	 	The form of the Capital Increase Agreement as shown in Appendix II to the
Framework Agreement is amended as the New Capital Increase Agreement Form as shown in
Appendix IV to the Agreement.




9









 






	 	3.5.2	 	Appendix III to the Framework Agreement is deleted.
	 
	 	3.5.3	 	The form of the Articles of Association as shown in Appendix IV to the
Framework Agreement is altered to the form of Restated Articles of Association as shown
in Appendix IV to the Agreement.
	 
	 	3.5.4	 	The Investment Framework Agreement mentioned in the Non-competition
Agreement as Appendix VIII to the Framework Agreement shall refer to the Investment
Framework Agreement as amended herein.
	 
	 	3.5.5	 	Appendix VIII in the form as shown in Appendix V hereto is added to the
Framework Agreement.






	 	 	The Nominee mentioned in the Framework Agreement shall be revised as Chengye Guo; in
the event that the Nominee is mentioned along with Chengye Guo, the Nominee shall be
deleted.
	 
	4	 	Warranties and Undertakings
	 
	 	 	As for the execution and performance of the Framework Agreement, the parties hereto jointly
make the following acknowledgements and respectively make the following Warranties and
undertakings to the other parties:
	 
	4.1	 	The parties hereto have no dispute on the performance of the Framework Agreement as of the
date of the Agreement. The parties hereto shall take all necessary actions, according to the
provisions hereof, to complete the supplementation and amendment to the Framework Agreement
herein (including but not limited to signing all necessary documents and procuring the
Company’s shareholders to terminate the relevant resolutions of the shareholders’ meeting and
confirm the relevant amendment by adopting a new resolution of the shareholders’ meeting when
it is required by the laws, the Articles of Association and the Administration for Industry
and Commerce).
	 
	4.2	 	The parties hereto acknowledge that according to the provisions hereof, PAMC shall be no
longer required to undertake the investment obligation for Capital Increase B in the Framework
Agreement; Weidong Zhu, Chengye Guo, the Nominee and the Company shall not make any claim
against the Investors for any issue or dispute in connection with the matters of Capital
Increase B incurred up to the date of the Agreement.
	 
	5	 	Entire Agreement
	 
	 	 	The Agreement and the Framework Agreement (including all the agreements and/or documents
mentioned or specified as expressly specified therein) amended hereby (collectively referred
to as the “New Transaction Documents”) shall constitute the entire agreement between the
parties hereto regarding the matters described in the New Transaction Documents. Where the
Agreement is in conflict with any oral and written agreement, contract, understanding or
correspondence (including but not limited to the Equity Transfer Agreement, Restated
Articles of Association and Capital Increase Agreement) concluded prior to the date of the
Agreement by and among the parties hereto regarding the subject matter of the Agreement, the
Agreement shall prevail. All the provisions or matters in the Framework Agreement (including
all the agreements and/or documents mentioned or expressly specified therein), which have
not been amended or supplemented hereby, shall remain applicable.




The Agreement is signed by the authorized representatives of the parties hereto in septuplicate, of
which the parties hereto shall hold one (1) copy each.




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






10









 








Execution Page



The parties hereto have signed the Agreement on the date first set out above.




	 	 	 	 	 
	Pacific Asia Mode Cube Limited

 	 	 
	Signature:  	/s/ Peter Bush Brack
 	 	 
	 	Name:  	BRACK, Peter Bush 	 	 
	 	Title:  	CEO 	 	 
	 
	 
	Redgate Interactive Advertising (Beijing) Co., Ltd. [company seal]

 
	Signature:  	/s/ Ying Zhu
 	 	 
	 	Name:  	Ying Zhu 	 	 
	 	Title:  	Legal Representative 	 	 
	 
	 
	Redgate Media AD Co., Ltd. [company seal]

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



 









 






	 	 	 	 	 



Execution Page



The parties hereto have signed the Agreement on the date first set out above.




	 	 	 	 	 
	Weidong Zhu

 	 	 
	Signature:  	/s/ Weidong Zhu
 	 	 
	 	 	 	 
	 	 	 	 
	 
	Chengye Guo

 	 	 
	Signature:  	/s/ Chengye Guo
 	 	 
	 	 	 	 
	 	 	 	 
	 
	Shanghai Aoxue Advertising Broadcasting Co., Ltd. [company seal]

 	 	 
	Signature:  	/s/ Chengye Guo
 	 	 
	 	Name:  	Chengye Guo 	 	 
	 	Title:  	Chairman of the Board 	 	 
	 
	 
	Shanghai Hongmen Advertising Co., Ltd. [company seal]

 	 	 
	Signature of Authorized Representative: /s/ Weidong Zhu

 	 	 
	 

	 	 	 



 









 






	 	 	 	 	 



Appendix I

Investment Framework Agreement




[See Exhibit 10.4.1]



Appendix I









 





Appendix II

PAMC’s Capital Increase Legal Documents




Capital increase legal documents for PAMC to invest in the Company:




1. Capital Increase Agreement




2. Joint Venture Contract




3. Articles of Association of Shanghai Hongmen Advertising Co., Ltd.




[See Appendixes 2 through 4 of Exhibit 10.4.1]






Appendix II









 








Appendix III

Capital Increase Termination Agreement




[See Exhibit 10.4.3]



Appendix III









 





Appendix IV

WFOE’s Capital Increase Legal Documents




Capital increase legal documents for WFOE to invest in the Company:




1. New Capital Increase Agreement




2. Restated Articles of Association of Shanghai Hongmen Advertising Co., Ltd.




Appendix IV








 





Articles of Association




Of



Shanghai Hongmen Advertising Co., Ltd.


Whereas Redgate Media AD Co., Ltd., Redgate Interactive Advertising (Beijing) Co., Ltd.,
Weidong Zhu and Chengye Guo jointly invested to establish Shanghai Hongmen Advertising Co., Ltd.
(hereinafter referred to as the “Company”) in accordance with the Company Law of the People’s
Republic of China (hereinafter referred to as the “Company Law”) and other pertinent laws and
regulations. The Articles of Association was made and singed in May 2008 through discussion among
all shareholders of the Company. In case of any conflicts between the Articles of Association and
national laws and regulations, the latter shall prevail.




Chapter I Name and Domicile of the Company



Article 1 Chinese name of the Company: 





English name: Shanghai Hongmen Advertising Co., Ltd.


Domicile of the Company: P-1 Building, No. 7523 Beiqing Highway, Zhonggu Town, Qingpu District,
Shanghai, China.




Chapter II Business Scope



Article 2 Business scope: design, production, release and agency of various advertisings,
image-texts, and enterprise image schemes (those subject to administrative licensing shall be
operated with licenses).



Article 3 Purpose of the Company: to strengthen economic cooperation and ensure that all investors
may obtain satisfactory economic and social interests with absorption of foreign investments, by
means of advanced scientific management methods, advertising production and publicity means and
high-quality services and by utilization of good investment environments in and preferential
policies of Shanghai.



Article 4 The Company shall, according to the market situation, demands for business development
and its own capability of operation, timely adjust investment directions and business scope, report
to the relevant competent authority for approval and complete necessary procedures for alteration
registration.




Appendix IV





 









 







The items
mentioned in the Company’s business license which are subject to the approval prior to
registration in accordance with the laws, administrative regulations or the decisions of the State
Council shall be reported to the relevant authorities for approval prior to the application for
registration.




Chapter III Registered Capital



Article 5 The registered capital of the Company is RMB seven million eight hundred and fifty
thousand nine hundred and sixty-four (RMB 7,850,964).




Chapter IV Shareholders’ Names or Titles, Payment Method, Amount and Proportion of

Capital Contribution



Article 6 Each shareholder’s name or title, payment method, amount and proportion of capital
contribution shall be as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Capital Contribution	 	Payment	 	Payment
	Shareholder’s Name	 	Amount (RMB)	 	Proportion (%)	 	Method
	Redgate Media AD Co., Ltd.
	 	 	3,269,615	 	 	 	41.646	 	 	in currency
	Weidong Zhu
	 	 	1,962,741	 	 	 	25	 	 	in currency
	Chengye Guo
	 	 	1,177,644	 	 	 	15	 	 	in currency
	Redgate Interactive Advertising (Beijing)
Co., Ltd.
	 	 	1,440,964	 	 	 	18.354	 	 	in currency
	Total
	 	 	7,850,964	 	 	 	100	 	 	in currency





Article 7 Shareholders shall pay the capital contributions subscribed for in full amount before
applying for alteration registration of the Company.



Article 8 The Company shall, after receiving the capital contribution paid by a shareholder,
appoint a capital verification institution duly established to verify the capital contribution and
issue the capital contribution certificate.



Article 9 After completing the procedures for alteration registration, the Company shall issue the
capital contribution certificates to the shareholders and prepare the register of shareholders.




Chapter V Shareholders’ Rights and Obligations





Appendix IV






 









 







Article 10 Shareholders shall have the following rights:





	 	1)	 	to attend or elect representatives to attend the Shareholders’ Meetings and exercise
the voting rights in proportion to their 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;
	 
	 	4)	 	to obtain bonus and transfer capital contributions in accordance with laws,
regulations and the Articles of Association;
	 
	 	5)	 	to have the priority in purchasing the capital contributions transferred by the other
shareholders, unless otherwise stipulated herein;
	 
	 	6)	 	to have the priority in subscribing for the increased registered capital of the
Company, unless otherwise stipulated herein;
	 
	 	7)	 	to be distributed the Company’s remaining properties in accordance with laws,
regulations and the Articles of Association after completion of the liquidation of the
Company;
	 
	 	8)	 	to look up the minutes of the Shareholders’ Meeting and the Company’s financial and
accounting reports in accordance with laws, regulations and the Articles of Association;
and
	 
	 	9)	 	to exercise other rights as provided for in laws and regulations.




Article 11 The shareholders shall perform the following obligations:





	 	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 to the extent of their capital contributions;
	 
	 	4)	 	not to withdraw the capital contributions after the Company completes the procedures
for registration; and
	 
	 	5)	 	to perform other obligations as provided for in laws and regulations.





Chapter VI Conditions for Shareholders’ Transfer of Capital Conditions



Article 12 A shareholder may transfer part of its capital contribution to other shareholders.



Article 13 Transfer of the capital contribution of a shareholder shall be approved by the
Shareholder Meeting through discussion. Where a shareholder intends to transfer the capital
contribution to a person other than a shareholder, the consents of more than half of all the
shareholders shall be obtained. The shareholders disagreeing on the transfer shall purchase such
capital contribution; otherwise, the shareholders who fail to purchase such capital contribution
shall be deemed as having agreed to the transfer.







Appendix IV





 









 







Article 14 After a shareholder transfers its capital contribution in accordance with the laws, the
Company shall record the name and domicile of and the amount of the capital contributions taken
over by each transferee in the register of shareholders.



Article 15 Increase, reduction and transfer of the registered capital





1) Increase and reduction of the Company’s registered capital shall be approved by the
shareholders representing two-thirds or more of the voting rights, and the Company shall go
through the procedures for alteration registration with the original registration authority. In
the case of capital increase, the investors shall, at their own discretion, have the preemptive
right to subscribe for all or part of the Capital Increase Amount under identical conditions.
Where the Investors exercise the aforesaid preemptive right or fail to exercise such right, the
Original Shareholders may have the priority in subscribing for the remaining capital increase
amount according to their respective equity proportions. Furthermore, in case of changes in each
party’s equity proportion in the Company, the Parties shall negotiate in good faith as soon as
possible on adjustment of and amendment to such terms of the Articles of Association as
appointment of the directors and the chairman and the recommendation power of senior officers,
in order to reflect fairly the new equity structure.




2) Unless otherwise stipulated in laws and regulations, capital contributions may be transferred
among shareholders or between the Investors and a third person at their own discretion, and the
Original Shareholders must agree to such transfer and cooperate in executing necessary legal
documents to validate such transfer. Without with the approval of the Board of Directors, the
Original Shareholders may not transfer, assign, mortgage or dispose of any equity interest in
the Company registered in their own names within thirty-six (36) months after completion of
capital increase.




3) Without prejudice to Paragraph (2) of this Article and relevant provisions of the equity
transfer and capital increase documents, if one party (“Transferor”) intends to sell or transfer
all or part of its capital contribution to a third person, the Transferor shall send a written
notice to other parties and the Company (hereinafter referred to as “Transfer Notice”),
indicating (i) its intention of transfer; (ii) the amount of capital contribution to be
transferred; (iii) the proposed price; (iv) the status of the proposed transferee; and (v) other
terms and conditions concerning the transfer. The other shareholders shall have the preemptive
right over all rights and interests in the capital contributions to be transferred in proportion
to their capital contributions. The other shareholders shall make a written reply within thirty
(30) days after receiving the Transfer Notice, agreeing to the transfer or proposing the
preemption over the capital contribution to be transferred. In case of no reply within the
specified period, the other shareholders shall be deemed as agreeing to the transfer. The
shareholders disagreeing on the transfer shall purchase the capital contribution to be
transferred; otherwise, they shall be deemed as agreeing on the transfer.



Chapter VII Organs, and the Establishment, Functions and Powers, and Rules of Procedure Thereof



Article 16 The Shareholders’ Meeting shall comprise all shareholders of the Company. The
Shareholders’ Meeting, as the top organ of the Company, shall exercise the following functions and
powers:




 Appendix IV




 









 









	 	1)	 	to decide on the business guidelines and investment plans of the Company;
	 
	 	2)	 	to elect and replace directors, and to decide on remuneration of directors and the
chairman;
	 
	 	3)	 	to elect and replace the supervisors appointed from the shareholder representatives,
and to decide on remuneration of the supervisors;
	 
	 	4)	 	to examine and approve the reports of the board of directors;
	 
	 	5)	 	to examine and approve the reports of the supervisors;
	 
	 	6)	 	to examine and approve the annual financial budget plan and the final accounts plan
of the Company;
	 
	 	7)	 	to examine and approve the plans for profit distribution and plans for making up
losses of the Company;
	 
	 	8)	 	to adopt resolutions on the increase or reduction of the Company’s registered
capital;
	 
	 	9)	 	to adopt resolutions on the issuance of the Company bonds;
	 
	 	10)	 	to adopt resolutions on transfer of a shareholder’s capital contribution to a person
other than the shareholders;
	 
	 	11)	 	to adopt resolutions on such matters as merger, division, transformation, dissolution
and liquidation of the Company; and
	 
	 	12)	 	to amend the Articles of Association.




Article 17 The initial meeting of the Shareholders’ Meeting shall be convened and presided
over by the shareholder that pays the most amount of capital contribution.



Article 18 Shareholders shall exercise the voting rights in proportion to capital contributions at
the Shareholders’ Meetings.



Article 19 Shareholders’ Meeting is divided into regular meeting and interim meeting. 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, by one-third (1/3) or more of all
directors or by the supervisor. A notice of a Shareholders’ Meeting shall be served on all
shareholders fifteen (15) days in advance. Where a shareholder cannot attend a Shareholders’
Meeting for special reasons, he may entrust another person with a written power of attorney to
attend the meeting and exercise the powers as specified in the power of attorney. Any meeting of
the Shareholders’ Meeting may be held by means of conference telephone or other similar
communication devices only if all shareholders present at the meeting can be heard and talk with
each other, and all such shareholders shall be deemed as attending the meeting in person.





The shareholders representing more than half of (1/2) the voting rights who attend the
Shareholders’ Meetings in person or by proxy shall form a quorum. Where the amount of the
capital contributions of the shareholders who attend any Shareholders’ Meeting in person or by
proxy is less than half of (1/2) all the equity interest of the Company, no resolution may be
adopted on any issue at such meeting.



Appendix IV




 









 




Article 20 The Shareholders’ Meetings shall be convened by the board of directors and presided over
by the chairman. Should the chairman cannot perform his duty for special reasons, the meetings
shall be presided over by the vice-chairman or a director appointed by the chairman.



Article 21 Resolutions on the issues discussed at the Shareholders’ Meeting shall be adopted by
affirmative votes of the shareholders representing three-fourths (3/4) or more of the voting
rights. However, resolutions on such issues as increase or reduction of the registered capital,
division, merger, dissolution or transform of the Company, or amendment to the Articles of
Association must be adopted by affirmative votes of the shareholders representing two-thirds (2/3)
or more of the voting rights. The Shareholders’ Meeting shall keep minutes of their decisions on
matters discussed at it, and the shareholders present at the meeting shall sign the minutes.



Article 22 The Company has the board of directors, which shall comprise five (5) directors, three
(3) of whom shall be appointed jointly by Redgate Media AD Co., Ltd. and Redgate Interactive
Advertising (Beijing) Co., Ltd., and two (2) by the Original Shareholders (Weidong Zhu and Chengye
Guo). The chairman shall be a director appointed jointly by Redgate Media AD Co., Ltd. and Redgate
Interactive Advertising (Beijing) Co., Ltd. The vice-chairman shall be a director appointed by the
Original Shareholders (Weidong Zhu and Chengye Guo). The term of office of each director, the
chairman and the vice-chairman shall be three (3) years. Directors, the chairman and the
vice-chairman may, if reappointed by the appointing party, serve consecutive terms. Each party may
change any director it appoints prior to expiration of the term of office with a written notice to
the other parties.





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




	 	1)	 	to convene the Shareholders’ Meeting, to examine the implementation of the meetings
of 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;
	 
	 	6)	 	to formulate plans for the increase or reduction of the registered capital of the
Company and for the issuance of Company bonds;
	 
	 	7)	 	to formulate plans for the merger, division, transformation and dissolution of the
Company;
	 
	 	8)	 	to decide on the establishment of the internal management organ of the Company;
	 
	 	9)	 	to recommend and elect the general manager (hereinafter referred to as “Manager”)
and, according to the recommendation of the Manager, decide on the appointment or
dismissal of the deputy manager and chief financial officer, and decide on their
remunerations;
	 
	 	10)	 	to formulate the basic management system of the Company; and
	 
	 	11)	 	to exercise the special discretion power and the disposal right over the Company’s
affairs in case of war, serious natural disasters and other emergent circumstances,
provided that such special discretion power and disposal right shall meet the Company’s
interests, and be reported to the Shareholders’ Meeting thereafter.





Appendix IV




 









 










Article 23 The meetings of the board of directors shall be convened and presided over by the
chairman once every two (2) months. 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 discussed at the meeting. With respect to a
meeting, the requirement for written notices may be waived with consents of all directors. Where
the chairman cannot perform his duty for special reasons, the meetings shall be convened and
presided over by the vice-chairman or another director appointed by the chairman.





The chairman shall convene an interim meeting of the board of directors upon the proposal made
by two (2) or more directors or by the supervisor.


Article 24 A meeting of the board of directors at which four (4) directors [including three (3)
directors appointed by the Investors] are present in person or by proxy may be valid.



Article 25 Where a director cannot attend a meeting of the board of directors for any special
reason, he must entrust his proxy with a written power of attorney to attend the meeting and
exercise the powers indicated in 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 waiving the
voting right at such meeting.



Article 26 Any meeting of the board of directors may be held by means of conference telephone or
other similar communication devices only if all 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.



Article 27 Voting on the resolutions of the board of directors shall comply with the system of one
voting right for one director. A resolution on the appointment or dismissal of the initial general
manager of the Company may be adopted only with the consents of four-fifths (4/5) or more of all
directors (inclusive). Resolutions on other issues to be resolved by the board of directors in
accordance with the law may be adopted with the approval of a simple majority of the directors
present at the meeting of the board of directors. The board of directors shall keep minutes of
their decisions on matters discussed at it, and the directors present at the meeting shall sign the
minutes.



Article 28 The board of directors may replace meetings of the board of directors with written
resolutions provided that the resolutions shall be sent to all directors and consented with
signatures by two-thirds or more of all directors, in which case, the resolutions shall be deemed
as having been adopted.





 Appendix IV




 









 







Article 29 Voting on the resolutions of the board of directors shall comply with the system of one
voting right for one director. A resolution on the appointment or dismissal of the initial general
manager of the Company may be adopted only with the consents of four-fifths (4/5) or more of all
directors (inclusive).



Article 30 The Company has one general manager, who shall be appointed or dismissed by the board of
directors. The initial general manager is Weidong Zhu. The term of office of the general manager
shall be four (4) years. The general manager may, if reappointed by the board of directors, serve
consecutive terms. The general manager shall 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 recommend the appointment or dismissal of the deputy manager(s) 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
dismissed by the Shareholders’ Meeting and the board of directors; and
	 
	 	8)	 	to attend the meetings of the board of directors as a non-voting participant.






The deputy general manager shall assist with the general manager. The operation management organ
may have several department managers, who shall take charge of the work of their respective
departments, handle the tasks assigned by the general manager and the deputy general manager,
and be responsible to the general manager and the deputy general manager.


Article 31 The general manager shall be responsible directly to the board of directors, implement
various decisions of the board of directors and organize the production, technology and operation
management of the Company. The deputy general manager shall assist with the general manager. Where
the general manager cannot perform his duties for special reason, he may entrust the deputy general
manager or other persons with a written power of attorney to do so on his behalf. The operation
management organ may have several department managers, who shall take charge of the work of
relevant departments, handle the tasks assigned by the general manager and the deputy general
manager, and be responsible to the general manager and the deputy general manager.



Article 32 The general manager and the deputy general manager shall subject themselves to the
performance appraisal organized by the board of directors. The board of directors may decide on the
appointment and dismissal of the general manager and the deputy general manager according to actual
performance situation of the Company.



Article 33 Notwithstanding other provisions herein, the general manager or the deputy general
manager who violates laws, engages in malpractices for selfish ends or has gross negligence may be
dismissed at any time with the consent of more than half of all directors, in which case the
Parties shall render cooperation.








 Appendix IV




 









 







Article 34 Without the approval of the board of directors, the general manager, the deputy general
manager or any other senior officer shall not serve as general manager or other senior officer
concurrently in any economic organization or company other than the subsidiaries of the Company.



Article 35 The general manager, the deputy general manager or any other senior officer who applies
for resignation shall submit a written report to the board of directors thirty (30) days in
advance.



Article 36 The Company has one supervisor, who shall be appointed jointly by Redgate Media AD Co.,
Ltd. and Redgate Interactive Advertising (Beijing) Co., Ltd. in accordance with the law. Term of
office of the supervisor shall be three (3) years. The supervisor may, if re-elected upon
expiration of his term of office, serve consecutive terms.



Article 37 The supervisor 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 recommend dismissal of the directors and senior officers who violate
laws, administrative regulations or the Articles of Association;
	 
	 	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; and to bring lawsuits against the
directors and senior officers in accordance with the Company Law of the People’s Republic
of China;
	 
	 	4)	 	to propose for an interim Shareholders’ Meeting.




Article 38 The supervisor may attend the meetings of the board of directors as a non-voting
participant and inquire about or put forward proposals about the resolutions of the board of
directors; however, the supervisor may not take part in or disturb the Company‘s operation decision
or management activities.



Article 39 The chairman, directors, general manager and the person in charge of financial affairs
of the Company may not serve concurrently as the supervisor of the Company.




Chapter VIII Legal Representatives



Article 40 The chairman shall be the legal representative of the Company. The term of office
of the chairman shall be three (3) years. The chairman shall be elected and dismissed by the board
of directors. The chairman may, if re-elected upon expiration of his term of office, serve
consecutive terms.







Appendix IV





 









 







Article 41 The chairman shall exercise the following functions and powers:





	 	1)	 	to convene and preside over the meetings of the board of directors, to examine the
implementation of the resolutions of the board of directors and to report on his work to
the board of directors;
	 
	 	2)	 	to implement the resolutions of the Shareholders’ Meetings and of the board of
directors;
	 
	 	3)	 	to sign relevant documents on behalf of the Company.
	 
	 	4)	 	to recommend the candidate for the general manager of the Company and report to the
board of directors for approval or dismissal; and
	 
	 	5)	 	to exercise the special discretion power and the disposal right over the Company’s
affairs in case of war, serious natural disasters and other emergent circumstances,
provided that such special discretion power and disposal right shall meet the Company’s
interests, and be reported to the Shareholders’ Meeting and the board of directors
thereafter.





Chapter IX Financial and Accounting Affairs, Profit Distribution and Employment Systems



Article 42 The Company shall establish its financial and accounting system in accordance with
laws, administrative regulations and the competent financial and tax departments under the State
Council, and prepare the financial and accounting reports at the end of each fiscal year. The
Company shall entrust an accounting firm recognized by the government to audit the financial and
accounting reports and to issue a written report, which shall be submitted to the shareholders
prior to March 31 of the following year and reported to the local financial and tax authorities for
filing.





	 	1)	 	The fiscal year of the Company is from January 1 to December 31 every calendar year.
	 
	 	2)	 	All vouchers, receipts, accounting statements and reports, accounting books shall be
written in Chinese.
	 
	 	3)	 	The Company adopts Renminbi (RMB) as its recording currency. The conversion of RMB
into other currency shall be made at the exchange rate of the converting day published by
the State Administration of Foreign Exchange Control of the People’s Republic of China on
the day of actual occurrence.
	 
	 	4)	 	The Company shall, in accordance with the enterprise accounting system and other
pertinent Chinese laws, regulations and rules, prepare documents, accounting books and
statements. Annual and monthly reports shall be approved and signed by the general manager
and the chief financial officer. In addition to the aforesaid statutory statements, the
Company shall, at the request of any party, prepare relevant financial data and
statements.
	 
	 	5)	 	The Company shall prepare the following reports according to the following provisions
and submit such reports to the Parties:






	 	a.	 	The Company shall, prior to the 10th day of every month, submit the
financial reports of the previous month to the Parties, including balance sheet, cash
flow statement, income statement, statement of changes in financial position,
descriptions about financial position and other schedules;





Appendix IV




 









 






	 	b.	 	The Company shall, prior to the 10th day of each even month, submit two-month
business reports to the Parties or the board of directors, including information on the
performance of main
    contracts, summary of new important contracts, sale and operation of main products
(services), etc.; and
	 
	 	c.	 	The Company shall, within three (3) months at the end of each fiscal year,
complete the preparation of the annual financial report and appoint an accounting firm
registered in China which is independent from the Parties to audit accounts and annual
financial report, and then issue the audit opinions. The Company shall submit the
audited financial report and the audit opinions to the board of directors for
examination and approval and deliver them to the Parties.






6) Each party may appoint at its own cost a financial person to audit the Company’s operation
data, accounts, records, books and other relevant materials on behalf of the party with a
fifteen-day notice in writing to the Company; in such case, the Company shall provide
cooperation, assistance and convenience. The financial person may look up reasonably the
Company’s financial and operation records and shall keep confidential all documents and
materials he audits. If it is necessary, the Company may, at the request of one party,
appoint an accounting firm registered in China to audit the financial position of the
Company, and the costs incurred therefrom shall be for the account of the requesting party.




7) The Company shall adopt the internationally used accrual basis and debit and credit
accounting system in its work.




8) The accounting books of the Company shall contain the following contents:




	 	a.	 	all amount of income and payment and payment in cash of the Company;
	 
	 	b.	 	situations concerning sale and purchase of the materials of the Company;
	 
	 	c.	 	situations concerning the registered capital and debt of the Company;
	 
	 	d.	 	situations concerning payment dates, and increase and transfer of the
registered capital of the Company.






9) The depreciation period for the fixed assets of the Company shall be decided in accordance
with pertinent tax laws.


Article 43 Distribution of the Company’s profits shall be subject to the Company Law, other
pertinent laws and regulations, as well as the rules of the competent financial department under
the State Council.





	 	1)	 	The Company shall pay various taxes and duties in accordance with pertinent Chinese
laws and regulations.
	 
	 	2)	 	The staff and workers of the Company shall pay individual income tax in accordance
with the Law of the People’s Republic of China on Individual Income Tax.
	 
	 	3)	 	The Company shall allocate the statutory reserve fund in accordance with the Contract
Law. When distributing the profits after tax in a year, the Company shall first of all
allocate 10% thereof as the statutory reserve fund. No allocation is required when the
accumulative amount of the statutory reserve fund accounts for 50% or more of the
Company’s registered capital.
	 
	 	4)	 	Where the statutory reserve fund is insufficient to make up the losses of 





Appendix IV




 









 






	 		 	the
Company in the previous years, the Company shall first of all use the profits of the
current year to make up such losses before allocating the statutory reserve fund according
to the provisions of the preceding paragraph.
	 
	 	5)	 	Whether to distribute or not the profits after tax of the Company shall be decided
upon resolution by the Shareholders’ Meeting. If the Shareholders’ Meeting resolves on
distribution of profits, the profits shall be distributed to the shareholders in
proportion to the capital contributions as mentioned in Article 12 hereof. In any case,
the Original Shareholders shall not obtain the profits until the Investors have obtained
the profits receivable. Banking charges in connection with the profits shall be for the
account of the Company.
	 
	 	6)	 	No profit may be distributed until the Company‘s losses in the previous fiscal year
have been made up. The profits undistributed in the previous fiscal year may be
distributed together with those in the current fiscal year.




Article 44 The employment systems of the Company shall be subject to national laws, regulations and
the rules of the labor department under the State Council.





	 	1)	 	Where the Company recruits employees within the territory of China, the two parties
shall enter into employment contracts in accordance with Chinese laws and regulations. The
Contract shall specify such issues as employment, recruitment, dismissal and resignation
of the staff and workers of the Company and their salary, welfare, labor insurance, labor
protection and other matters. The employment contracts shall, upon execution, be reported
to the local labor administration authority for record filing. According to operation
demands, the Company may require the staff and workers to enter into the confidentiality
agreement and the non-competition agreement so as to further specify the rights and
obligations of the Company and its staff and workers.
	 
	 	2)	 	The Company has the right to take disciplinary actions, such as warning, demerit
recording and salary decrease against those staff and workers who violate the rules and
regulations of the Company and labor disciplines. Those in serious circumstances may be
dismissed.
	 
	 	3)	 	The salary treatment of the staff and workers shall be determined by the board of
directors with reference to pertinent Chinese regulations and in light of the specific
situation of the Company. The salary of the staff and workers shall be increased along
with the development of production and the improvement of the worker’s ability and
technical level.
	 
	 	4)	 	The matters concerning the welfare funds, bonuses, labor protection and labor
insurance, etc., shall be stipulated respectively in various rules by the Company so as to
ensure that the staff and workers engage in production and work under normal condition.
	 
	 	5)	 	The staff and workers of the Company have the right to establish a trade union
organization and carry out activities in accordance with the provisions of the Trade Union
Law of the People’s Republic of China.
	 
	 	6)	 	The trade union in the Company, as the representative of the interests of the staff
and workers, has the right to enter into the employment contracts with the Company on
behalf of the staff and workers and to supervise the implementation of the employment
contracts.
	 
	 	7)	 	The basic task of the trade union is: to protect the legitimate rights and interests
of the staff and workers in accordance with the laws and regulations of China, to assist
with the Company in arranging and making rational use of welfare funds and bonuses, to
protect the democratic rights of the staff and workers, to organize political,
professional, scientific and technical studies, to carry out literary, art and sports
activities, to educate staff and workers to observe labor discipline, and to make efforts
to fulfill the economic tasks of the Company.
	 
	 	8)	 	The persons in charge of the trade union of the Company has the right to attend, as
nonvoting






Appendix IV




 









 






	 	 	 	participants, important meetings held to discuss issues such as development
planning, rewards and punishment, salary system, welfare and insurance of staff and
workers, to report the opinions and demands of staff and workers.






	 	9)	 	The trade union shall participate in the mediation of disputes arising between the
staff and workers and the Company.
	 
	 	10)	 	The Company shall allot an amount of 2% of all the paid salaries of the staff and
workers of the Company as trade union’s funds which shall be used by the trade union in
accordance with the Management Rules for the Trade Union Funds formulated by the All China
Federation of Trade Union.





Chapter X Dissolution Causes and Liquidation Methods



Article 45 The duration of the Company is ten (10) years, starting from the date on which the
Business License for Enterprise as Legal Person is issued.



Article 46 An application for the extension of the duration, if any, shall be resolved by the
Shareholders’ Meeting, and the Company shall go through the procedures for alteration registration
with the Administration for Industry and Commerce thirty (30) days prior to the expiration of the
duration.



Article 47 The Company may be dissolved in any of the following circumstances:





	 	1)	 	Where 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)	 	Where the Shareholders’ Meeting resolves dissolution;
	 
	 	3)	 	Where dissolution becomes necessary as a result of merger or division of the Company;
	 
	 	4)	 	Where the Company is ordered legally to close down as a result of its violation of
laws and administrative regulations;
	 
	 	5)	 	Where the Company cannot operate continually as a result of force majeure;
	 
	 	6)	 	Where the Company declares bankruptcy;
	 
	 	7)	 	Where all shareholders agree on prior dissolution of the Company; or
	 
	 	8)	 	Where any other circumstance which may result in prior termination of the Company
occurs as provided for in pertinent Chinese laws and regulations.




Article 48 In case of any of the circumstances as mentioned in Article 47 hereof, the
shareholder(s) representing one-tenth (1/10) or more of the voting rights may request to hold a
Shareholders’ Meeting to discuss about prior dissolution of the Company. The chairman shall convene
a meeting within thirty (30) days after receiving the notice from such party. All Parties shall
discuss sufficiently and do their utmost to



Appendix IV




 









 






reach the resolutions acceptable to all parties. The
Company shall be liquidated unless otherwise agreed by all Parties.



Article 49 Upon dissolution, a liquidation team shall be formed in accordance with the Company Law
to conduct liquidation upon the Company. After completion of the liquidation, the liquidation team
shall prepare
and submit a liquidation report to the Shareholders’ Meeting or relevant competent authority for
confirmation, report it to the Company registration authority for canceling its registration, and
make an announcement on the termination of the Company to the public.





	 	1)	 	The task of the liquidation team is to conduct through check of the property of the
Company, its claims and debts. The liquidation team shall exercise the following functions
and powers during the liquidation period:






	 	a.	 	to liquidate the Company’s properties and to work out the balance sheet and the
inventory of property;
	 
	 	b.	 	to notify and announce to the creditors;
	 
	 	c.	 	to handle and liquidate pending businesses of the Company;
	 
	 	d.	 	to pay off outstanding taxes and those incurred from liquidation;
	 
	 	e.	 	to liquidate claims and debts;
	 
	 	f.	 	to handle the remaining properties of the Company after discharging debts; and
	 
	 	g.	 	to represent the Company in bring or defending civil proceeds.






	 	2)	 	The liquidation team shall, after liquidating the Company‘s properties and preparing
the balance sheet and the inventory of properties, formulate a liquidation plan, which
shall be submitted to the Shareholders’ Meeting or the People’s Court for confirmation.
	 
	 	3)	 	Liquidation fee and remunerations of the members of the liquidation committee shall
be paid, first of all, out of the existing properties of the Company.
	 
	 	4)	 	The remaining property after payment of liquidation fee, wages, social insurance
premiums and legal compensations to its staff and workers and outstanding taxes and
repayment of debts of the Company shall be distributed to the Parties in proportion to
their respective capital contributions.
	 
	 	5)	 	After completion of the liquidation of the Company, its accounting books shall be
kept in the custody of the Investors.





Chapter XI Miscellaneous



Article 50 The Company may amend the Articles of Association according to actual demands or in
case of alterations of the registered items. The amended articles of association may not conflict
with laws and regulations. Amendment to the Articles of Association shall be resolved by all
shareholders. The amended articles of association shall be submitted to the original Company
registration authority for record filing. In case of alterations of the registered items, the
Company shall go through the procedures for alteration registration with the original Company
registration authority.




 Appendix IV




 









 







The rules and regulations formulated by the board of directors of the Company include the
following:





	 	1)	 	Management regulations, including the functions and powers of all branches and
subsidiaries and their working procedures;
	 
	 	2)	 	Rules for the staff and workers;
	 
	 	3)	 	System of labor and salary;
	 
	 	4)	 	System of work attendance record, promotion and awards and penalty for the staff and
workers;
	 
	 	5)	 	Detailed rules of staff and worker’s welfare;
	 
	 	6)	 	Financial system;
	 
	 	7)	 	Confidentiality system;
	 
	 	8)	 	Contract management system;
	 
	 	9)	 	Liquidation procedures upon the dissolution of the Company; and
	 
	 	10)	 	Other necessary rules and regulations.




Article 51 The Shareholders’ Meeting reserves the right to interpret the Articles of Association.



Article 52 Amendment to the Articles of Association must be approved by the shareholders
representing two-thirds (2/3) or more of the voting rights.





The registered items of the Company shall be subject to those verified and approved by the
Company registration authority.


Article 53 The Articles of Association shall be written in Chinese.



Article 54 The Articles of Association and its appendices shall take effect as of the date of duly
execution by all Parties, and the same with the amendments.



Article 55 The Articles of Association shall be signed on May 4, 2008 in Shanghai, China by the
authorized representatives of the Parties.



(Execution Page below)




Appendix IV





 









 







(Execution Page)




All parties hereby have the Articles of Association signed.




	 	 	 	 
	 	Redgate Media AD Co., Ltd.

 	 
	 	Signature:  	 	 
	 	 	Name:  	Yin Zhu 	 
	 	 	Title:  	legal representative 	 
	 
	 	Redgate Interactive Advertising (Beijing) Co., Ltd.

 	 
	 	Signature:  	 	 
	 	 	Name:  	Yue Jin 	 
	 	 	Title:  	legal representative 	 
	 
	 	Weidong Zhu

 	 
	 	Signature:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	Chengye Guo

 	 
	 	Signature:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	Shanghai Hongmen Advertising Co., Ltd.

 	 
	 	Signature:  	 	 
	 	 	 	 
	 	 	 	 



Appendix IV




 









 






Appendix V




Appendix VIII to the Framework Agreement




	1.	 	Conditions Precedent for Type-A Settlement






	 	(i)	 	Hongmen’s 2008 Auditing: Hongmen’s Financial Statements for 2008 have been audited
by a CPA firm designated by the Company according to US Accounting Standards, but such
auditing shall be started and completed within the first three months of 2009.
	 
	 	(ii)	 	Approval by Shareholders: The shareholders of the company listed or to be listed
have officially approved or agreed to the issuance of Type-A Stocks or Type-A Cash
Payment (as the case may be) in accordance with the applicable laws, stock exchange
rules, Articles of Association and other organizational documents.
	 
	 	(iii)	 	Approval by the Board of Directors: The Board of Directors of the company listed
or to be listed has approved the issuance of Type-A Stocks or Type-A Cash Payment (as the
case may be).
	 
	 	(iv)	 	Governmental Approval: Where the company listed or to be listed issues Type-A
Stocks, the Allottees have obtained all the necessary approvals from the competent
governmental authorities for acceptance of Type-A Stocks (including but not limited to
the approval granted by State Administration of Foreign Exchange for the overseas
investment of Chinese individual or enterprises according to the relevant laws) and have
provided the company listed or to be listed with all such approval documents.
	 
	 	(v)	 	Completion of Equity Transfer: The Conditions Precedent have been fulfilled for the
Equity Transfer and Capital Increase under the Equity Transfer Agreement and Capital
Increase Agreement and the Equity Transfer and Capital Increase transactions thereof have
been completed. In addition, as of the Type-A CP Fulfillment Date, the Allottees have all
observed, in all aspects, the obligations under the Equity Transfer Agreement and Capital
Increase Agreement, and the representations and warranties made by them all remain true,
complete and accurate in all material aspects without any misleading nature.
	 
	 	(vi)	 	Non-defaulting: The Allottees have not breached any terms and conditions of the
Agreement.






	2.	 	Conditions Precedent for Type-B Settlement






	 	(i)	 	Hongmen’s 2009 Auditing: Hongmen’s Financial Statements for 2009 have been audited
by a CPA firm designated by the Company according to US Accounting Standards, but such
auditing shall be started and completed within the first three months of 2010.
	 
	 	(ii)	 	Approval by Shareholders: The shareholders of the company listed or to be listed
have officially approved or agreed to the issuance of Type-B Stocks or Type-B Cash
Payment (as the case may be) in accordance with the applicable laws, stock exchange
rules, Articles of Association and other organizational documents.
	 
	 	(iii)	 	Approval by the Board of Directors: The Board of Directors of the company listed
or to be listed has approved the issuance of Type-B Stocks or Type-B Cash Payment (as the
case may be).
	 
	 	(iv)	 	Governmental Approval: Where the company listed or to be listed issues Type-Bs, the
Allottees have obtained all the necessary approvals from the competent governmental
authorities for acceptance of Type-B Stocks (including but not limited to the approval
granted by State Administration of Foreign Exchange for the overseas investment of





Appendix V




 









 






	 	 	 	Chinese individual or enterprises according to the relevant laws) and have provided the
company listed or to be listed with all such approval documents.
	 
	 	(v)	 	Completion of Type-A Settlement: Type-A Settlement has been completed as per the
provisions of the Agreement.
	 
	 	(vi)	 	Non-defaulting: The Allottees have not breached any terms and conditions of the
Agreement.






	3.	 	Conditions Precedent for Type-C Settlement






	 	(i)	 	Hongmen’s 2010 Auditing: Hongmen’s Financial Statements for 2010 have been audited
by a CPA firm designated by the Company according to US Accounting Standards, but such
auditing shall be started and completed within the first three months of 2011.
	 
	 	(ii)	 	Approval by Shareholders: The shareholders of the company listed or to be listed
have officially approved or agreed the issuance of Type-C Stocks or Type-C Cash Payment
(as the case may be) in accordance with the applicable laws, stock exchange rules,
Articles of Association and other organizational documents.
	 
	 	(iii)	 	Approval by the Board of Directors: The Board of Directors of the company listed
or to be listed has approved the issuance of Type-C Stocks or Type-C Cash Payment (as the
case may be).
	 
	 	(iv)	 	Governmental Approval: Where the company listed or to be listed issues Type-C, the
Allottees have obtained all the necessary approvals from the competent governmental
authorities for acceptance of Type-C Stocks (including but not limited to the approval
granted by State Administration of Foreign Exchange for the overseas investment of
Chinese individual or enterprises according to the relevant laws) and have provided the
company listed or to be listed with all such approval documents.
	 
	 	(v)	 	Completion of Type-B Settlement: Type-B Settlement has been completed as per
provisions of the Agreement.
	 
	 	(vi)	 	Non-defaulting: The Allottees have not breached any terms and conditions of the
Agreement.





 Appendix V