2TABLE OF CONTENTS     Articles Page      1. Definition         2. Equity Transfer         3. Consideration         4. Prerequisites         5. Delivery         6. Representations and Warranties         7. Further Commitments         8. Confidentiality         9. Fees and Taxes         10. Liability for Breach         11. Transfer         12. Governing Laws and Dispute Settlement         13. Effectiveness    

 

3  This **Equity Transfer Agreement** (“this **Agreement**”) is entered by the following parties onJanuary 1, 2010: 1. Allyes Shanghai Investment Management Services, a limited partnershipenterprise established and existing according to the laws of the People’s Republic ofChina, with its registered address at Rm2003, Section C, 3/F, Building 3, No. 8 XiushanRoad, Chengqiao Township, Chongming County, Shanghai (Chongming Industrial Zone)(“Allyes Investment Management”);  2. Shanghai Smartmedia Investment Management Services, a limited partnershipenterprise established and existing according to the laws of the People’s Republic ofChina, with its registered address at Rm2004, Section C, 3/F, Building 3, No. 8 XiushanRoad, Chengqiao Township, Chongming County, Shanghai (Chongming Industrial Zone)(“SmartMedia Investment Management” or “the Buyers” together with Allyes InvestmentManagement or the “Buyer” in its own capacity); and  3. Allyes (China) Holdings Limited, a company established and existing accordingto the laws of Hong Kong, with its registered address at Room 1505, 15/F, World-WideHouse, 19 Des Voeux Road, Central, Hong Kong, China (“the Seller”).  **Whereas:** A. New Allyes Information Technology (Shanghai) Co., Ltd. (“New Allyes”) is aforeign-owned company established and existing according to the laws of the People’sRepublic of China, with registration number of 310115400068959. The Seller is the soleshareholder of New Allyes.  B. New Allyes has a registered capital of USD16,750,000, which has been paid bythe Seller as of the date of this Agreement.  C. The Seller expects to sell the target stock in accordance with the terms andconditions (defined below) of this Agreement, and the Buyer expects to buy the targetstock in accordance with the terms and conditions (defined below) of the Agreement.     It is agreed as below:**Article 1. Definitions**   Unless otherwise defined in this Agreement, the following terms shall have thefollowing meanings:    “Approving authority” means the Ministry of Commerce of the People’s Republic ofChina or its authorized local authority that approved establishment of New Allyes.    “Delivery” means completion of the share transfer under this Agreement.

 

4   “Delivery Date” means the third business day after all the terms and conditionsstipulated in the Article 4.1 are satisfied or (where feasible) abandoned, or anyother date that all parties have agreed in writing. In this Agreement, a “BusinessDay” means any day that is not a Saturday, a Sunday or any other public holiday inChina.    “Consideration” means the Equity Transfer Consideration for each Buyer defined inArticle 3, which is paid by the Buyer.    “Rights and liabilities” refer to right of pledge, option, preferential offer orrefusal, preemptive right, rights or interest to the third party or any other kindof rights and liabilities or security interest.    “Target Stock” for Allyes Investment Management means the equity that makes up 4.26%of New Allyes registered capital, and all its related rights and interests exceptthe rights and interests owned by the Seller under Article 2.2; and Target Stock forSmartMedia Investment Management means the equity that makes up 4.24% of New Allyesregistered capital, and all its related rights and interests except the rights andinterests owned by the Seller under Article 2.2.    “Equity Transfer” means the transfer of Target Stock defined in this Agreement fromthe Seller to the Buyer.    “Parties” mean the parties involved in this Agreement, and “a party” means eitherparty.    “China” means the Republic of China, for the purpose of this Agreement, which doesnot include Hong Kong Special Administrative Region and Macao Special AdministrativeRegion and Taiwan.    “RMB” means the lawful currency of RMB yuan in China.    “SAFE” means the State Administration of Foreign Exchange or its authorized localbranches.    “Seller dividend” has the meaning defined in Article 2.2.    “US$” means the lawful currency of the United States of America US dollar.**Article 2. Equity Transfer**2.1 Under and subject to the terms and conditions of this Agreement, the Seller shalltransfer to each Buyer, while each Buy shall be transferred from the Seller, the TargetStock that does not contain any rights and liabilities. To avoid ambiguity, equity transferbetween the Seller and each Buyer shall be delivered at the same time. After delivery, theNew Allyes equity structure will be with 91.5% ownership by the Seller, 4.26% ownership byAllyes Investment Management and 4.24% ownership by SmartMedia Investment Management.

 

52.2 The Seller has exclusive right to enjoy all the undistributed distributable profitsof New Allyes as of Delivery Date (“the Seller’s dividend”); Afterwards, each party shallenjoy the undistributed distributable dividend of New Allyes in accordance with its ownstake in New Allyes. All parties shall ensure New Allyes to settle the Seller’s dividends inthe earliest possible time after delivery.**Article 3. Consideration**3.1 As the consideration of equity transfer, Allyes Investment Management shall payUS$1,492,050 to the Seller, and SmartMedia Investment Management shall pay US$1,482,950 tothe Seller (“Consideration”).**Article 4. Prerequisites**4.1 For the purpose of this Article 4, with the Buy as one party, and the Seller asanother party, delivery of equity transfer should either satisfy the following conditions(in a feasible way) or be abandoned by both parties in writing:(a) The internal decision-making body of the Seller and the Buyerhas officially approved the equity transfer and this Agreement; (b) All parties have agreed to execute joint-venture contract ofNew Allyes after delivery, and amended and restated Article of Association ofNew Allyes; (c) The board of directors and shareholders of New Allyes haveapproved the equity transfer, and amended and restated Articles of Associationof New Allyes; and (d) The approving authority has approved this Agreement, equitytransfer, joint-venture contract and amended and restated Articles ofAssociation of New Allyes.4.2 Each party shall make reasonable efforts in its own capacity to ensure theconditions stipulated in Article 4.1 satisfied.4.3 If any of the conditions stipulated in Article 4.1 fails to be satisfied or isabandoned before/or on the 60th day after this Agreement is executed, this Agreement shallbe automatically terminated on that date, unless the parties involved have a separatewritten agreement.**Article 5. Delivery**5.1 Delivery shall be held on the Delivery Date at the registered address of New Allyesor other location as agreed upon.5.2 On Delivery Date:

 

6 (a) The Seller shall deliver the approvalcertificate, business license, register of members and (whereapplicable) other company documents of New Allyes to Allyes InvestmentManagement who shall be 4.26% shareholder of New Allyes and SmartMediaInvestment Management who shall be 4.24% shareholder of New Allyes; and  (b) Each Buyer shall pay consideration in US dollarto the designated bank account of the Seller by wire transfer.5.3  Subject to Article 2.2, starting from the Delivery Date, each party shall enjoyand undertake its rights and obligations stipulated in the joint-venture contract andamended and restated Articles of Association of New Allyes.**Article 6. Representations and Warranties**6.1  Each party represents and warrants to the other parties: (a) It is a formally established and validlyexisting legal entity in accordance with its registration law;  (b) It has the right, power and authority toexecute this Agreement, exercise its rights and fulfill its obligationsunder this Agreement; and  (c) After the approval of the approving authority,this Agreement shall constitute legal and valid obligations, and can beenforced according to the terms and conditions of this Agreement.6.2  The Seller further represents and warrants to the Buyer, unless Article 2.2 setsseparate rules, the equity does not bear any other rights and liabilities.**Article 7. Further Commitment**7.1  Each party commits that it shall execute all the documents and take all the actionsand measures required for a full implementation of this Agreement.7.2  If this Agreement is terminated according to Article 4.3, all parties shallcooperate, and execute all the necessary documents and take all the necessary actions andmeasure to reinstate the equity to the status prior to execution of this Agreement.**Article 8. Confidentiality**Apart from the disclosure required by applicable law or relevant stock exchange orapproving authority, each party shall keep confidential of the terms and conditions of thisAgreement and proposed transactions of this Agreement, and shall not disclose the aboveinformation to anyone other than its professional advisors.

 

7**Articles 9. Fees and Taxes**Each party shall be responsible for the laws related to this Agreement and other feesand expenditures, and pay taxes according to applicable tax laws (include but not limited tostamp duty).**Article 10. Liability for Breach**If any party breaches any provisions of this Agreement, the party in breach shallcompensate the other party with all the direct losses caused by breach of this Agreement.**Article 11. Transfer**Without the prior written consent of the other party, any party shall not assign ortransfer any rights or obligations under this Agreement.**Article 12. Governing Laws and Dispute Settlement**12.1   This Agreement shall be governed by and construed under the laws of the People’sRepublic of China.12.2   All the disputes caused by this Agreement or related to this Agreement shall besettled though friendly negotiation by the parties involved. If no settlement can be reachedthrough negotiation 60 days after the dispute occurred, any party involved shall have theright to submit such dispute to the China International Economic and Trade ArbitrationCommission, which will arbitrate such dispute in Shanghai according to the arbitration rulesin effect. The arbitral award is final and binding on the disputing parties.**Article 13. Effectiveness**This Agreement shall become effective after approved by the approving authority.[The following page intentionally left blank]

 

8Hereby as evidence, each party executes this Agreement on the date published on thefirst page.     ALLYES SHANGHAI INVESTMENT