**EQUITY PLEDGE AGREEMENT**This **Equity Pledge Agreement**(the “**Agreement**”) is entered into in Shanghai of the People’s Republicof China (hereinafter “**PRC**”) as of April 28 2007 by and among the following Parties:(1) Shanghai OOH Advertising Co., Ltd, (the “Pledgee”) a limited liability company, wholly ownedby legal person of Taiwan, Hong Kong or Macao, incorporated and validly existing in Shanghai,PRC under PRC laws (2) Pan Ze Xin (the “Pledgor”), a PRC citizen with ID card number 350102430815043 (3) Shanghai Xinnuo Advertisement Co., Ltd (“Shanghai Xinnuo”), a limited liability companyincorporated and validly existing in Shanghai, PRC under PRC laws, with its registered addressat 5196, 2585 Huyi Road, Malu Town, Jiading District, Shanghai.(The above parties hereinafter shall be individually referred to as a “**Party**” and collectivelyreferred to as the “**Parties**”. )**Whereas,**(1) As of the date of the Agreement, the Pledgor is the enrolled shareholder of Shanghai Xinnuo,legally holding 70% equity of Shanghai Xinnuo (2) Pursuant to the Shareholders’ Voting Rights Proxy Agreement dated as of April 28, 2007 amongthe Pledgee, the Pledgor and Shanghai Xinnuo (the “Proxy Agreement”), Pledgor has alreadyentrusted Shanghai OOH with full power to exercise on his behalf all of his shareholder’svoting rights in Shanghai Xinnuo, and Pledgor undertakes to cause all current directors ofboard of Shanghai Xinnuo appointed by him to entrust respectively persons designated byShanghai OOH to exercise on their behalves relevant rights enjoyed by directors of board. (3) As security for performance by Pledgor of the Contract Obligations (as defined below) andrepayment of the Guaranteed Liabilities (as defined below), Pledgor agrees to pledge all ofhis Shanghai Xinnuo equity to the Pledgee and grant the Pledgee right to request for repaymenton first priority and Shanghai Xinnuo agrees such equity pledge arrangement.The Parties hereby have reached the following agreement upon friendly consultations:**Article 1 Definition**1.1 Unless otherwise construed in the context, the following terms in the Agreement shall beinterpreted to have the following meanings:       “**Contract Obligations**” **:** shall mean all contractual obligations of the Pledgor under theProxy Agreement; all contractual obligations of Shanghai Xinnuo under ProxyAgreement; and all contractual obligations of the Pledgor under this Agreement.       “**Guaranteed Liabilities**” **:** shall mean all direct, indirect and consequential losses andlosses of foreseeable profits suffered by Pledgee due to any Event of Default (asdefined below) by the Pledgor and/or Shanghai Xinnuo, and all fees incurred byPledgee for the enforcement of the Contractual Obligations of the Pledgor     Equity Pledge Agreement 1  
 

 
         and/or Shanghai Xinnuo.       “**Transaction Agreements**” shall mean the Proxy Agreement.       “**Event of Default**” shall mean any breach by Pledgor of its Contract Obligations under theProxy Agreement and/or this Agreement; any breach by Shanghai Xinnuo of its ContractObligations under the Proxy Agreement and/or this Agreement.       “**Pledged Property**” shall mean all equity interest in Shanghai Xinnuo which is legallyowned by the Pledgor as of the effective date hereof and is to be pledged by thePledgor to the Pledgee according to provisions hereof as security for performance ofthe Pledgor and Shanghai Xinnuo of their Contractual Obligations, and any increasedcapital contribution and equity interest described in Articles 2.6 and 2.7 hereof.       “**PRC Law**” shall mean the then valid laws, administrative regulations,administrative rules, local regulations, judicial interpretations and other bindingregulatory documents of the People’s Republic of China.1.2 The references to any PRC Law herein shall be deemed (1) to include any references to theamendments, changes, supplements and reenactments of such law, irrespective of whether theytake effect before or after the formation of this Agreement; and (2) to include any referencesto other decisions, notices or regulations enacted in accordance therewith or effective as aresult thereof. 1.3 Unless otherwise stated in the context herein, all references to an Article, clause, item orparagraph shall refer to the relevant part of this Agreement.**Article 2 Equity Pledge**2.1 Pledgor hereby agrees to pledge the Pledged Property, which he legally owns and has the rightto dispose of, to Pledgee according to the provisions hereof as the security for theperformance of the Contract Obligations and the repayment of the Guaranteed Liabilities.Shanghai Xinnuo hereby agrees that the Pledgor who legally holds equity interest in it topledge the Pledged Property to the Pledgee according to the provisions hereof. 2.2 Pledgor hereby undertakes that he will be responsible for, recording the arrangement of theequity pledge hereunder (hereinafter, the “Equity Pledge”) on the shareholder register ofShanghai Xinnuo on the date hereof, and will do his best endeavor to make registration withregistration authorities of industry and commerce where Shanghai Xinnuo registers. ShanghaiXinnuo undertakes that it will do its best to cooperate with the Pledgor to complete theregistration with authorities of industry and commerce under this Article. 2.3 During the valid term of this Agreement, except for the willful misconduct or grossnegligence of Pledgee which has direct cause and effect relationship with the reduction invalue of the Pledged Property, Pledgee shall not be liable in any way to, nor shall Pledgorhave any right to claim in any way or propose any demands on Pledgee, in respect of the saidreduction in value of the Pledged Property. 2.4 To the extent not violating provision of Article 2.3 above, in case of any possibility ofobvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’srights,
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  Pledgee may request Pledgor to provide additional security and in case where Pledgorrefuses to provide such additional security, Pledgee may at any time auction or sell offthe Pledged Property on behalf of Pledgor, and discuss with Pledgor to use the proceedsfrom such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or maysubmit such proceeds to the local notary institution to keep where Pledgee are domiciled(any fees incurred in relation thereto shall be borne by Pledgor). 2.5 The Pledgee as Pledgee shall be deemed to have created the encumbrance of first order inpriority on the Pledged Property, and in case of any Event of Default, Pledgee shall have theright to dispose of the Pledged Property in the way set out in Article 4 hereof. 2.6 Only upon prior consent by Pledgee, Pledgor may increase his capital contribution to ShanghaiXinnuo. Further capital contribution made by Pledgor in Shanghai Xinnuo shall also be part ofthe Pledged Property. 2.7 Only upon prior consent by Pledgee, Pledgor may be able to receive dividends or share profitsfrom the Pledged Property. The dividends or the profits received by Pledgor from the PledgedProperty shall be deposited into a bank account designated by Pledgee to be under thesupervision of Pledgee and used as the Pledged Property to repay in priority the GuaranteedLiabilities.**Article 3 Release of Pledge**In respect of equity interest of Shanghai Xinnuo, upon full and complete performance by Pledgor ofall of his Contract Obligations and upon the full repayment by Pledgor of all the GuaranteedLiabilities (if any), the Pledgee shall, at the request of Pledgor, release the pledge created onShanghai Xinnuo under this Agreement, and shall cooperate with Pledgor to go through theformalities to cancel the record of the Equity Pledge in the shareholder register of ShanghaiXinnuo; in case of the Equity Pledge having been recorded at the registration department ofAdministration of Industry and Commerce where Shanghai Xinnuo registers, the relevant Parties shallcooperate with each other to go through the formalities to cancel such record of the Equity Pledge.The reasonable fees incurred in connection with such release shall be borne by Pledgee.**Article 4 Disposal of the Pledged Property**4.1 Pledgor, Shanghai Xinnuo and Pledgee hereby agree that, in case of any Event of Default, thePledgee shall have the right to exercise, upon giving written notice to Pledgor, all of theremedial rights and powers enjoyable by it under PRC Law, Transaction Agreements and the termshereof, including but not limited to being repaid in priority with proceeds from auctions orsale-offs of the Pledged Property. Pledgee shall not be liable for any loss as the result ofits reasonable exercise of such rights and powers. 4.2 Pledgee shall have the right to designate in writing his legal counsel or other agents toexercise on its behalf any and all rights and powers set out above, and neither Pledgor norShanghai Xinnuo shall not oppose thereto. 4.3 The reasonable costs incurred by Pledgee in connection with exercise of any and all rightsand powers set out above shall be borne by Pledgor, and Pledgee shall have the right to deductsuch costs actually incurred from the proceeds acquired from the exercise of the rights andpowers. 4.4 The proceeds that Pledgee acquires from the exercise of its rights and powers shall be usedin the priority order as follows:
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  Firstly, to pay any cost incurred in connection with the disposal of the Pledged Propertyand the exercise by Pledgee of his rights and powers (including remuneration paid toits respective legal counsels and agents);   Secondly, to pay any taxes and levies payable for the disposal of the Pledged Property;and   Thirdly, to repay Pledgee for the Guaranteed Liabilities.   In case of any balance after payment of the above amounts, Pledgee shall return itto Pledgor or other persons entitled thereto according to the relevant laws and rules orsubmit it to the local notary institution for keeping where Pledgee is domiciled (anyfees incurred in relation thereto shall be borne by Pledgor). 4.5 Pledgee shall have the option to exercise, simultaneously or in certain sequence, any of theremedies at breaching that it is entitled to in respect of the equity interest of ShanghaiXinnuo held by Pledgor. Pledgee shall not be obliged to exercise any other remedies atbreaching before exercise of the right to the auctions or sale-offs of the Pledged Propertyhereunder. Pledgor or Shanghai Xinnuo shall not oppose to whether Pledgee exercises any partof the right to the pledge or the sequence of exercising the pledge interest.**Article 5 Fees and Costs**All costs actually incurred in connection with the establishment of the Equity Pledge hereunder,including but not limited to stamp duties, any other taxes, all legal fees, etc shall be borne bythe Pledgee.**Article 6 Continuity and No Waive**The Equity Pledge hereunder is a continuous guarantee, with its validity to continue until the fullperformance of the Contract Obligations or the full repayment of the Guaranteed Liabilities.Neither exemption or grace period granted by Pledgee to Pledgor in respect of his breach, nor delayby Pledgee in exercising any of its rights under the Transaction Agreements and this Agreementshall affect the rights of Pledgee under this Agreement, relevant PRC Law and the TransactionAgreements, the rights of Pledgee to demand at any time thereafter the strict performance of theTransaction Agreements and this Agreement by Pledgor or the rights Pledgee may be entitled to dueto subsequent breach by Pledgor of the obligations under the Transaction Agreements and/or thisAgreement.**Article 7 Representations and Warranties by Pledgor**Pledgor hereby, in respect of himself and Shanghai Xinnuo in which he holds equity interest,represents and warrants to Pledgee as follows:7.1 he has full and independent legal status and legal capacity to execute, deliver and performthis Agreement with due authorization, and is capable to act independently as a subject oflegal actions. 7.2 Shanghai Xinnuo in which the Pledgor holds equity interest is a limited liability corporationduly incorporated and validly existing under PRC Law, it has independent status as a legalperson. It has full and independent legal status and capacity to execute, deliver and performthis Agreement and can independently be a subject of actions. It has full right andauthorization to execute and deliver this Agreement and other documents relating to thetransaction as stipulated in this Agreement and to be executed by them. It also has full rightand authorization to complete the transaction stipulated in this Agreement. 7.3 All reports, documents and information concerning Pledgor and all matters as required by this
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  Agreement which are provided by Pledgor to Pledgee before this Agreement comes intoeffect are true, correct and effective in all material aspects as of the effectivenesshereof. 7.4 All reports, documents and information concerning Pledgor and all matters as required by thisAgreement which are provided by Pledgor to Pledgee after this Agreement comes into effect aretrue, correct and effective in all material aspects as of the time when such reports,documents and information are provided. 7.5 At the time of the effectiveness of this Agreement, Pledgor is the sole legal owner of thePledged Property, with no existing dispute whatsoever concerning the ownership of the PledgedProperty. Pledgor has the right to dispose of the Pledged Property or any part thereof. 7.6 Except for the encumbrance set on the Pledged Property hereunder and the rights set under theTransaction Agreements, there is no other encumbrance or third party interest set on thePledged Property. 7.7 The Pledged Property is capable of being pledged or transferred according to the laws, andPledgor has the full right and power to pledge the Pledged Property to Pledgee according tothis Agreement. 7.8 This Agreement constitutes the legal, valid and binding obligations on Pledgor when it isduly executed by Pledgor. 7.9 Any consent, permission, waive or authorization by any third person, or any approval,permission or exemption by any government authority, or any registration or filing formalities(if required by laws) with any government authority to be handled or obtained in respect ofthe execution and performance hereof and the Equity Pledge hereunder have already been handledor obtained, and will be fully effective during the valid term of this Agreement. 7.10 The execution and performance by Pledgor of this Agreement are not in violation of orconflict with any laws applicable to him, or any agreement to which he is a party or which hasbinding effect on his assets, any court judgment, any arbitration award, or any administrationauthority decision. 7.11 The pledge hereunder constitutes the encumbrance of first order in priority on the PledgedProperty. 7.12 All taxes and fees payable in connection with acquisition of the Pledged Property havealready been paid in full amount by Pledgor. 7.13 There is no pending or, to the knowledge of Pledgor, threatened litigation, legal process ordemand by any court or any arbitral tribunal against Pledgor, or his property, or the PledgedProperty, nor is there any pending or, to the knowledge of Pledgor, threatened litigation,legal process or demand by any government authority or any administration authority againstPledgor, or his property, or the Pledged Property, which is of material or detrimental effecton the economic status of Pledgor or his capability to perform the obligations hereunder andthe Guaranteed Liabilities. 7.14 Pledgor hereby warrants to Pledgee that the above representations and warranties will remaintrue, correct and effective at any time and under any circumstance before the ContractualObligations are fully performed or the Guaranteed Liabilities are fully repaid, and will befully complied with.**Article 8 Representations and Warranties by Shanghai Xinnuo**
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Shanghai Xinnuo hereby represents and warrants to Pledgee as follows:8.1 Shanghai Xinnuo is a limited liability corporation duly incorporated and validly existingunder PRC Law, with full capacity of disposition and has obtained due authorization toexecute, deliver and perform this Agreement and can independently be a subject of actions. 8.2 All reports, documents and information concerning Pledged Property and all matters asrequired by this Agreement which are provided by Shanghai Xinnuo to Pledgee before thisAgreement comes into effect are true, correct and effective in all material aspects as of theexecution hereof 8.3 All reports, documents and information concerning Pledged Property and all matters asrequired by this Agreement which are provided by Shanghai Xinnuo to Pledgee after thisAgreement comes into effect are true, correct and effective in all material aspects uponprovision. 8.4 This Agreement constitutes the legal, valid and binding obligations on Shanghai Xinnuo whenit is duly executed by Shanghai Xinnuo. 8.5 It has full right and authorization to execute and deliver this Agreement and other documentsrelating to the transaction as stipulated in this Agreement and to be executed by them. Italso has full right and authorization to complete the transaction stipulated in thisAgreement. 8.6 There is no pending or, to the knowledge of Shanghai Xinnuo, threatened litigation, legalprocess or demand by any court or any arbitral tribunal against Shanghai Xinnuo, or itsproperty (including but are not limited to the Pledged Property), nor is there any pending or,to the knowledge of Shanghai Xinnuo, threatened litigation, legal process or demand by anygovernment authority or any administration authority against Shanghai Xinnuo, or its property(including but are not limited to the Pledged Property), which is of material or detrimentaleffect on the economic status of Shanghai Xinnuo or its capability to perform the obligationshereunder and the Guaranteed Liabilities. 8.7 Shanghai Xinnuo hereby agrees to bear joint responsibilities to Pledgee in respect of therepresentations and Warranties made by Pledgor under Article 7.5, Article 7.6, Article 7.7,Article 7.9 and Article 7.11 hereof. 8.8 Shanghai Xinnuo hereby warrants to Pledgee that the above representations and warranties willremain true, correct and effective at any time and under any circumstance before theContractual Obligations are fully performed or the Guaranteed Liabilities are fully repaid,and will be fully complied with.**Article 9 Undertakings by Pledgor**Pledgor hereby undertakes to Pledgee in respect of himself and Shanghai Xinnuo of which he holdsequity as follows:9.1 Without prior written consent by Pledgee, Pledgor shall not establish or permit to establishany new pledge or any other encumbrance on the Pledged Property. 9.2 Without first giving written notice to Pledgee and having Pledgee’s prior written consent,Pledgor shall not transfer the Pledged Property, and any attempt by Pledgor to transfer thePledged Property shall be null and void. The proceeds from transfer of the Pledged Property byPledgor shall be used to repay to Pledgee in advance the Guaranteed Liabilities or submit thesame to the third party agreed with Pledgee.
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9.3 In case of any litigation, arbitration or other demand which may affect detrimentally theinterest of Pledgor or Pledgee under the Transaction Agreements and hereunder or the PledgedProperty, Pledgor undertakes to notify Pledgee in writing as soon as possible and promptly andshall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledgeinterest of Pledgee in the Pledged Property. 9.4 Pledgor shall not carry on or permit any act or action which may affect detrimentally theinterest of Pledgee under the Transaction Agreements and hereunder or the Pledged Property. 9.5 Pledgor guarantees that he shall, at the reasonable request of Pledgee, take all necessarymeasures and execute all necessary documents (including but not limited to supplementaryagreement hereof) in respect of ensuring the pledge interest of Pledgee in the PledgedProperty and the exercise and realization of the rights thereof 9.6 In case of assignment of any Pledged Property as the result of the exercise of the right topledge hereunder, Pledgor guarantees that he will take all necessary measures to realize suchassignment.**Article 10 — Undertakings by Shanghai Xinnuo**10.1 Any consent, permission, waive or authorization by any third person, or any approval,permission or exemption by any government authority, or any registration or filing formalities(if required by laws) with any government authority to be handled or obtained in respect ofthe execution and performance hereof and the Equity Pledge hereunder will be cooperated tohandle or obtain by Shanghai Xinnuo to its best and will be ensured to remain full effectiveduring the valid term of this Agreement. 10.2 Without the prior written consent by Pledgee, Shanghai Xinnuo shall not cooperate toestablish or permit to establish any new pledge or any other encumbrance on the PledgedProperty. 10.3 Without having Pledgee’s prior written consent, Shanghai Xinnuo shall not cooperate totransfer or permit to transfer the Pledged Property 10.4 In case of any litigation, arbitration or other demand which may affect detrimentallyShanghai Xinnuo, the equity of Shanghai Xinnuo as the Pledged Property or the interest ofPledgee under the Transaction Agreements and hereunder, Shanghai Xinnuo undertakes to notifyPledgee in writing as soon as possible and promptly and shall take, at the reasonable requestof Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the PledgedProperty. 10.5 Shanghai Xinnuo shall not carry on or permit any act or action which may affect detrimentallythe interest of Pledgee under the Transaction Agreements and hereunder or the PledgedProperty. 10.6 Shanghai Xinnuo shall provide Pledgee with the financial statement of the last calendarseason within the first month of each calendar season, including but are not limited to thebalance sheet, the income statement and the statement of cash flow. 10.7 Shanghai Xinnuo guarantees that it shall, at the reasonable request of Pledgee, take allnecessary measures and execute all necessary documents (including but not limited tosupplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in thePledged Property and the exercise and realization of the rights thereof.
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10.8 In case of assignment of any Pledged Property as the result of the exercise of the right tothe pledge hereunder, Shanghai Xinnuo guarantees that it will take all necessary measures torealize such assignment.**Article 11 Change of Circumstances**As supplement and subject to compliance with other terms of the Transaction Agreements and thisAgreement, in case that at any time the promulgation or change of any PRC Law, regulations orrules, or change in interpretation or application of such laws, regulations and rules, or thechange of the relevant registration procedures enables Pledgee to believe that it will be illegalor in conflict with such laws, regulations or rules to further maintain the effectiveness of thisAgreement and/or dispose of the Pledged Property in the way provided herein, Pledgor and ShanghaiXinnuo shall, at the written direction of Pledgee and in accordance with the reasonable request ofPledgee, promptly take actions and/or execute any agreement or other document, in order to: (1) keep this Agreement remain in effect;  (2) facilitate the disposal of the Pledged Property in the way provided herein; and/or  (3) maintain or realize the intention or the guarantee established hereunder.**Article 12 Effectiveness and Term of This Agreement**12.1 This Agreement shall become effective when this Agreement is duly executed by Pledgee,Shanghai Xinnuo and Pledgor. 12.2 This Agreement shall have its valid term until the full performance of the ContractObligations or the full repayment of the Guaranteed Liabilities.**Article 13 Notice**13.1 Any notice, request, demand and other correspondences made as required by or in accordancewith this Agreement shall be made in writing and delivered to the relevant Party. 13.2 The abovementioned notice or other correspondences shall be deemed to have been deliveredwhen it is transmitted if transmitted by facsimile; it shall be deemed to have been deliveredwhen it is delivered if received in person; it shall be deemed to have been delivered five (5)days after posting the same if posted by mail.**Article 14 Miscellaneous**14.1 Pledgee may, upon notice to Pledgor and Shanghai Xinnuo but not necessarily with Pledgor andShanghai Xinnuo’s consent, assign Pledgee’s rights and/or obligations hereunder to any thirdparty; provided that Pledgor or Shanghai Xinnuo can not, without Pledgee’s prior writtenconsent, assign Pledgor’ rights, obligations and/or liabilities hereunder to any third party.Successors or permitted assignees (if any) of Pledgor and Shanghai Xinnuo shall continue toperform respective obligations of Pledgor and Shanghai Xinnuo under this Agreement. 14.2 This Agreement shall be prepared in the Chinese language in four (4) original copies, with
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  each involved Party holding one (1) copy hereof and one (1) copy for registration ofEquity Pledge with industry and commerce administration. 14.3 The formation, validity, execution, amendment, interpretation and termination of thisAgreement shall be governed by PRC Law. 14.4 Any disputes arising hereunder and in connection herewith shall be settled throughconsultations among the Parties, and if the Parties cannot reach an agreement regarding suchdisputes within thirty (30) days of their occurrence, such disputes shall be submitted toChina International Economic and Trade Arbitration Commission for arbitration in Shanghai inaccordance with the arbitration rules of such Commission, and the arbitration award shall befinal and binding on all disputing Parties. 14.5 Any rights, powers and remedies empowered to any Party by any provisions herein shall notpreclude any other rights, powers and remedies enjoyed by such Party in accordance with lawsand other provisions under this Agreement, and the exercise of its rights, powers and remediesby a Party shall not preclude its exercise of its other rights, powers and remedies by suchParty. 14.6 Any failure or delay by a Party in exercising any of its rights, powers and remedieshereunder or in accordance with laws (hereinafter, the “**Party’s Rights**”) shall not lead to awaiver of such rights, and the waiver of any single or partial exercise of the Party’s Rightsshall not preclude such Party from exercising such rights in any other way and exercising theremaining part of the Party’s Rights 14.7 The titles of the Articles contained herein shall be for reference only, and in nocircumstances shall such titles be used in or affect the interpretation of the provisionshereof. 14.8 Each provision contained herein shall be severable and independent from each of otherprovisions, and if at any time any one or more articles herein become invalid, illegal orunenforceable, the validity, legality or enforceability of the remaining provisions hereinshall not be affected as a result thereof. 14.9 This Agreement shall substitute any other documents on the same subject executed by relevantParties hereof once duly executed. 14.10 Any amendments or supplements to this Agreement shall be made in writing. Except forassignment by Pledgee of its rights hereunder according to Article 14.1 of this Agreement, theamendments or supplements to this Agreement shall take effect only when properly signed by theParties to this Agreement. 14.11 This Agreement shall be binding on the legal successors of Parties.[The remainder of this page is left blank]
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**IN WITNESS HEREOF**, the following Parties have caused this Equity Pledge Agreement to be executed asof the date and in the place first here above mentioned.     **Shanghai OOH Advertising Co., Ltd**     **Signature:**     **Name:**     **Position:**         **Pan Ze Xin**       **Signature:**          **Shanghai Xinnuo Advertisement Co., Ltd**     **Signature:**     **Name:**     **Position:**    Equity Pledge Agreement Execution Page