exv10w1w4






Exhibit 10.1.4



[Translation of Chinese original]




SUPPLEMENTAL AGREEMENT




For the



SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY EQUITY TRANSFER



By and Among



REDGATE INTERACTIVE ADVERTISING (BEIJING) CO., LTD.



JUANJUAN TANG



And



JINYU FAN



 









 




THIS SUPPLEMENTAL AGREEMENT (the “Agreement”) is entered into on this 12th day of August 2009 by
and among:





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




WHEREAS:





	(A)	 	On April 8, 2008, the Parties executed an Equity Transfer Agreement and on August 4, 2009 a
Supplemental Agreement to the Equity Transfer Agreement (collectively referred to as the
“Equity Transfer Agreement”) providing for the transfer by Party B to Party A of 100 percent
of the Equity of the Company (the “Proposed Equity Transfer”) for the price of Renminbi Five
Million (RMB5,000,000) (the “Transfer Consideration”), of which Juanjuan Tang is to transfer
60 percent of the Equity to Party A, and Jinyu Fan is to transfer 40 percent of the Equity to
Party A.
	 
	(B)	 	The Parties have agreed to enter into this Agreement for the purpose of amending and
supplementing provisions of the Equity Transfer Agreement in relation to the payment of the
Transfer Consideration and other related matters.




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





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






	 	1.2.1	 	any reference to a contract, agreement or document mentioned herein shall
include such contract, agreement or document as may be amended, supplemented or
substituted from time to time;




 









 












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






	2.	 	Amendment and Supplementation of Specified Matters
	 
	2.1	 	The accounting firm designated by Party A is currently auditing the Company’s 2008 financial
status in accordance with US GAAP (the “2008 Audit”) and is expected to issue a clean 2008
audit report by August 31, 2009. The Parties confirm that subject to fulfillment of the
Conditions Precedent under the Equity Transfer Agreement and completion of the matter
described in Article 2.3, Party A will pay the Transfer Consideration of RMB5 million under
the Equity Transfer Agreement into the account designated by Party B by August 15, 2009.
	 
	2.2	 	The Parties confirm that, once Party A has paid the Transfer Consideration to Party B in
accordance herewith, it will be deemed to have fully performed its payment obligation under
Article 4.3 of the Equity Transfer Agreement. The Parties confirm that there are no disputes
existing as to Party A’s performance of the Equity Transfer Agreement as of the execution date
hereof, and Party B and the Company will not make any claims against Party A in respect of the
Equity Transfer Agreement.
	 
	2.3	 	As one of the Conditions Precedent to the payment of the Transfer Consideration, the Company
shall have recovered, by August 15, 2008, at least 90 percent of the amount of all of the
Company’s accounts receivable as of December 31, 2008 as confirmed during the audit by the
accounting firm designated by Party A.
	 
	2.4	 	The Company will prepare all financial statements in accordance with US GAAP and, within ten
(10) days after the end of each month, provide its monthly unaudited financial statements to
Party A. Within three (3) months after the end of each fiscal year, the Company will engage
the accounting firm designated by Party A to conduct a financial audit of the Company and
issue an audit report in accordance with US GAAP, and will submit such audited report to Party
A.
	 
	3.	 	Entire Agreement
	 
	 	 	This Agreement together with the Equity Transfer Agreement (including all of the agreements
and/or documents mentioned or expressly included therein) as supplemented and amended by
this Agreement constitute the entire agreement among the Parties concerning the Proposed
Equity Transfer. In the event of any discrepancy between this Agreement and any oral or
written agreement, contract, understanding or correspondence reached by the Parties on the
subject matter hereof prior to the execution date hereof, this Agreement shall prevail. Any
provisions of, or matters in, the Equity Transfer Agreement (including all of the agreements
and/or documents




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	 	 	mentioned or expressly included therein) not amended or supplemented hereby shall remain
applicable.






	4.	 	Liability for Breach of Agreement
	 
	4.1	 	If a Party breaches any of the provisions hereof, the Party in breach shall compensate the
non-breaching Parties for all claims, expenses, costs, losses and liabilities incurred or
arising in connection with said breach, whether directly or indirectly. If the Party in
breach is one of the parties comprising Party B and/or the Company, Party B shall bear joint
and several liability in respect of the compensation for such breach.
	 
	4.2	 	Without prejudice to any of the other provisions of this Article 4, if any Party fails to
perform any of said Party’s obligations hereunder, the non-breaching Parties shall, in
addition to exercising any other rights and remedies available hereunder, have the right to
demand that the Party in breach actually perform the relevant obligation and the Parties
expressly waive the defense of sufficiency of damages.
	 
	5.	 	Governing Law
	 
	 	 	This Agreement shall be governed by, and construed in accordance with, the laws of the
People’s Republic of China.
	 
	6.	 	Language
	 
	 	 	This Agreement is made in Chinese in six (6) counterparts, of which Party A shall hold one
original, the Company shall hold one original, each party comprising of Party B shall hold
one original and the remaining originals shall be retained by the Company.
	 
	7.	 	Effectiveness
	 
	 	 	This Agreement shall enter into effect on the date when it is signed/sealed by the Parties
or their authorized representatives.




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






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Execution Page



Party A:




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

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



	 	 	 	 	 
	Party B:



JUANJUAN TANG

 	 	 
	Signature:  	/s/ Juanjuan Tang
 	 	 
	 	 	 	 
	 	 	 	 



	 	 	 	 	 
	JINYU FAN

 	 	 
	Signature:  	/s/ Jinyu Fan
 	 	 
	 	 	 	 
	 	 	 	 



	 	 	 	 	 
	SHANGHAI DIANGUANG MEDIA BROADCASTING COMPANY [company seal]

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




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