Exhibit 4.56


 


English Summary of
Franchising Operation Agreement of Wi-Fi Wireless Network 


On Bullet Trains Administered
under Shanghai Railway Administration


 


This agreement is made and entered into on
August 22nd, 2014 in Shanghai between:


 


Party A:


Shanghai Railway Culture & Advertising
Development Co., Ltd.


Legal Representative: Wang Wenzhuo


Address: No.59 Tianmu Zhong Rd. 3F, Shanghai


Postal Code: 200071


 


Party B:


Guangzhou Meizheng Advertising Co., Ltd.


Legal Representative: Yu Yunfeng


Address: No.905 Binjiang Dong Rd. Lijingwan
South Building East Tower, 4F, Haizhu district, Guangzhou


Postal Code: 510300


 


Whereas,


		1.	Party A, a company duly incorporated in the People’s Republic of China, is a legal entity
licensed to operate advertising business and validly existing with good standing.



		2.	Party B, a company duly incorporated in the People’s Republic of China, is a legal entity
licensed to operate advertising business and Wi-Fi wireless network service and validly existing with good standing.



		3.	Party A owes the authorization in connection to the franchising operation rights under this agreement.



 


Based on the applicable laws, regulations
and the result of the investment invitation for the franchising operation of Wi-Fi wireless network on bullet trains administered
under Shanghai Railway Administration released on August 15, 2014 and based on the principles of mutual benefit and through equal
negotiation, both parties reached the agreement as follows:


 


	I.		Subject matter and period



		1.	the subject matter of the this agreement is the franchising operation rights of the Wi-Fi wireless
network provided in the bullet trains administered under Shanghai Railway Administration.



		2.	The cooperation period is three (3) years (excluding the construction period) which starts from
January 1st, 2015 to March 31st, 2018. The period between August 22, 2014 and December 31, 2014 is the construction
period, during which there is no Concession Fee to be paid by Party B to Party A. This agreement can be extended for a period of
three (3) years after this agreement expires. Both parties shall enter into another written agreement.



	II.		Operating rights and fee



		3.	During the operation period of this agreement, Party B is entitled to the exclusive franchising
operation rights of the Wi-Fi wireless network in the bullet trains under this agreement.



 






    	 



    	 



    

 


		5.	The concession fee of the franchising operation of the Wi-Fi wireless network on bullet trains
under this agreement (the “Concession Fee”) for the first year is RMB48,420,000.



		6.	The Concession Fee shall be paid at the first month of every half operation year. And the franchising
operation rights should be granted after the above Concession Fee has been paid.



		7.	Party B should pay to Party A deposits for each operation year. The amount of the deposit for each
year shall equal 10% of the Concession Fee for the same operation year, such deposit should subject to the same adjustment ratio
as that for the Concession fee of every operation year. The deposit for the first operation year is RMB4,842,000, which should
be paid by September 20, 2014.



	III.		Construction and related matters



		9.	Party B is responsible for the installation of the software, hardware system and ancillary facilities
of the Wi-Fi wireless network system (including but not limited to the structural installations and power supplies and etc.) in
the aforementioned bullet trains and shall burden the costs by itself.



		18.	Party B is responsible for the maintenance of the Wi-Fi wireless network system during the operation
period, including the setting and maintenance and etc.



		19.	After the completion of the Wi-Fi wireless network system construction, the ownership of the software,
hardware and ancillary facilities (including but not limited to the structural installations and power supplies and etc.) should
be the same as specified in the System Construction Plan.



	IV.		Commercial operation



		21.	Party A is in charge of the examination of the content of the advertisement broadcasted through
the Wi-Fi wireless network system and the filing obligations. Any piece of the advertisement contracted by Party B can only be
published after being reviewed and approved by Party A. And Party A has the right to advise amendments to a piece of advertisement
whose content is not deemed to comply with the competent laws and regulations. Party A has the right to refuse the release of such
advertisement before Party B revises it accordingly.



	V.		Special Clauses



		25.	Party B shall not transfer, by any means, the franchising operation rights under this agreement
to a third party without the written consent of Party A.



		27.	In the event that any punishment and indemnification is imposed on Party A by the governmental
authorities due to the equipment or the technological issues of the Wi-Fi wireless network system of Party B, which subject Party
A to actual losses, Party B shall bear all the losses therefrom.



		28.	In the event that any legal disputes arose due to the usage of the equipment or technology of the
Wi-Fi wireless network system of Party B, Party B should handle such legal disputes and bear all the legal liabilities resulted
therefrom. Party A shall not bear any several or joint liability.



		29.	This agreement shall be automatically terminated in the event that the China Railways Corporation
initiates a unified investment invitation for the Wi-Fi systems on all bullet trains administrated by all railway administrations.
Under the above circumstance, Party A shall recommend Party B to the China Railways Corporation as a priority business partner
under the same condition. In the event that the China Railways Corporation initiates an investment invitation only for the Wi-Fi
systems of the bullet trains that have not been contracted, this agreement shall remain effective.



 






    	 



    	 



    

 


		30.	Where a technical standard issued by the China Railways Corporation that is relevant to the subject
under this agreement, Party B shall conduct the technical reform and upgrades in accordance with such standard within a prescribed
time. Where such technical standard cannot be satisfied within the prescribed time period, Party B will be deemed to have waived
the franchising operation rights under this agreement and this agreement will be automatically terminated.



		31.	In the event that this agreement is terminated in advance due to a unilateral default of Party
B, Party A shall be entitled to the ownership of all the software, hardware and the ancillary facilities of the Wi-Fi wireless
network system, including but not limited to the installation instructions and the power system.



		33.	Where Party B fails to perform this agreement, the holding investor of Party B, Beijing Shengshi
Lianhe Advertising Co., Ltd should continue to perform all the rights and obligations under this agreement.



	VI.		Rights and Obligations



		34.	Party A’s rights and obligations



Party A:


1) shall not
interfere Party B’s execution of its franchising operation rights;


2) has right to collect fees set forth
in this agreement;


3) shall ensure the integrity of the
franchising operation rights;


4) shall not be held liable for any
liabilities due to Party B’s operation of the franchising operation rights under this agreement which is not caused by Party
A nor any joint and several liability arising therefrom.







		35.	Party B’s rights and obligations



Party B





1) is entitled to exercise the franchising
operation rights under this agreement in its own discretion and the rights to collect revenues;


2) shall make payment to Party A
in accordance with this agreement;


3) shall undertake full legal liabilities
due to the exercise of the franchising operation rights which is not caused by Party A and the joint and several liability arising
therefrom, and shall not interfere with the regular operation of the railway system;


4) shall be subject to the supervision
of the governments and the Railway Administration.







	VII.		Contract Breaching and Dispute Resolution



36. Both
Parties acknowledge that unless otherwise agreed upon by both Parties through a written consent in unanimity that approving the
unilateral modification of this agreement by one Party, the refusal by any Party to perform its obligations under this agreement
shall be deemed as a default to this agreement. The defaulting party shall pay the liquidated damages to the non-defaulting party
the financial losses suffered by the non-defaulting party. The maximum amount of such liquidated damages is equivalent to 100%
of the Concession Fee for that operation year.


 






    	 



    	 



    

 


		38.	In the event that Party B fails to pay the fee payable according to this agreement, Party B shall
pay a surcharge for the overdue payment at a rate of 3‰ per day of the total amount of the overdue payment to Party A, charged
from the date when the delay of payment has taken place. If the overdue period exceeds 45 days, Party A will be entitled to the
right to unilaterally terminate this agreement and the deposit paid by Party B will be forfeited.



42. Any dispute
arising from or related to this agreement shall be first resolved through friendly consultation. In the event that the dispute
cannot be resolved through the foregoing measure, the dispute shall be submitted to the courts with jurisdiction at where the agreement
is signed.


	VIII.		Force Majeure



	IX.		 Statement and Guarantee



	X.		 Notice and Service



 


 


 


Party A:


Shanghai
Railway Culture & Advertising Development Co., Ltd. (Sealed)


/s/
Wang Wenzhuo


August
22, 2014


 


Party B:


Guangzhou Meizhong Advertising Co., Ltd. (Sealed)


/s/ Guo Rong


August
22, 2014