ex10-3.htm


    Exhibit 10.3


     

    Cooperation
Agreement of China Mobile Group Anhui Co., Ltd regarding Monternet SMS
Service

     

     

    (provincial-level
2007)

     

     

    Contract
No.: 2007-SJ-YW-047(3)

     

     

    Date:
December 24, 2007

     

     

    Place:
Hefei, Anhui

     

    
      	
              Party A: China Mobile
      Group Anhui Co., Ltd

            	
              Party B: Shanghai Mopie
      Information Technology Co., Ltd

            
	
              Legal representative:
      Shi Wanzhong

            	
              Legal representative:
      Song Zhiling

            
	
              Add: No. 99, Changjiang
      West Road, Hefei, Anhui

            	
              Add: Rm 2306, Bldg 18,
      Jianwai SOHO, 39, Dongsanhuan Zhonglu, Chaoyang District,
      Beijing

            
	
              P.C.:
    230061

            	
              P.C.:
    100022

            
	
              Tel:
      13514951800

            	
              Tel:
      13811341317

            
	
              Fax:
      0551-2830610

              Opening
      Bank: Business Office of Industrial and Commercial Bank of China
      

              Anhui
      Branch Sipailou Sub-branch

              A/C:
      XXXXXXXXXXXXXXXXXXX

            	
              Fax:
      010-58692286

              Opening
      Bank: Shenzhen Development Bank Shanghai Branch Yangpu
      Sub-branch

              A/C:
      XXXXXXXXXXX

               

            


    

     

    China
Mobile Group Anhui Co., Ltd (hereinafter referred to as “Party A”) is a network
operator under the approval of the information industry competent authority of
the State Council, and as the mobile communications operator, provides SMS
application providers with communications channel, charging platform and charge
collection agency service.

     

    Shanghai
Mopie Information Technology Co., Ltd (hereinafter referred to as “Party B”) is
a company engaging in communications value-added business under the approval of
the telecom competent authority (No of .business permit for value-added service
[cross-region]: B2-20050008), and as
an SMS application provider, directly provides the subscribers of Party A with
SMS value-added services.

     

    Whereas
Party B has completed the access of the SMS application system side to China
Mobile Group Anhui Co., Ltd (main provincial access branch) and Party A agrees
to be one of the SMS service of Party B provinces; under the principles of
equality, mutual benefit, complementary advantages and common development, after
sufficient deliberation, both parties have reached the following Agreement for
the issue that Party A collects SMS application service fees on behalf of Party
B:

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    I.
Cooperation Mode and Content

     

    
      	
              1.

            	
              As
      SMS network and charging platform provider, Party A shall provide Party B
      with pay with communications and charging channels. During the cooperation
      under this Agreement, the corporate code for Party B in the province where
      Party A is located is 901709 and
      service code is 50123; as of
      November 1, 2007, Party B will formally use the new service code 10660123 and
      corporate code 901709 newly
      applied at the Ministry of Information Industry (or communication
      administration).

            


    

     

    
      	
              2.

            	
              Party
      B, via the SMS platform of Party A, shall provide the Monternet
      subscribers of Party A with various value-added application services, and
      provide the subscribers with message service as per the quality and
      quantity required by the subscribers in timely manner. Party A, as a
      service province, shall make use of its charging and business support
      system to provide with pay Party B with service charging and service fee
      collection agency services.

            


    

     

    II.
Rights and Obligations of Party A

     

    i)
Obligations of Party A

     

    
      	
              1.

            	
              Party
      A shall, upon the request of Party B, provide Party B with fee accounting
      and collection agency services for the Monternet SMS service approved by
      Party A.

            


    

     

    
      	
              2.

            	
              In
      the case where Party A intends to carry out system debugging, maintenance,
      upgrading or other foreseeable operations that may cause service
      interruption, it shall, within 7 days before the performance, in writing,
      e-mail or any other form, inform Party B of such intention, including
      detailed interruption reason, time and
period.

            


    

     

    
      	
              3.

            	
              Party
      A shall provide Party B with related service interface regulations and
      technical protocols and standards and cooperate with Party B to commission
      the server of Party B and the communications interface to the SMS gateway
      of Party A. Party A shall ensure smooth network and carry out related
      rights and obligations according to the access agreement entered into with
      subscribers.

            


    

     

    
      	
              4.

            	
              Party
      A shall be liable for any inquiry, appeal and complaint of subscribers
      arising from the communications problem of the network of Party A and the
      establishment of the first-inquiring responsibility system, shall transfer
      any issue needing the cooperation of Party B to Party B for handling and
      supervise and investigate among subscribers the handling
      result.

            


    

     

    
      	
              5.

            	
              If
      conditions permit, Party A shall provide the message in relation to the
      actual fees collected by it on behalf of Party B as soon as
      possible.

            


    

     

    
      	
              6.

            	
              Party
      A shall be liable to disclose any information that it has formulated and
      issued formally and may have direct effect on the business development of
      Party B to Party B, except otherwise the information in relation to the
      confidentiality of the State and Party
A.

            


    

     

    
      	
              7.

            	
              In
      the case where Party A cannot continue providing services due to its bad
      operation
      or any other reason alike, Party A shall, 3 months earlier, disclose the
      related situation to Party B and explain properly to subscribers and deal
      with all problems left.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

     

     

    
    

     

     

    ii)
Rights of Party A

     

     

    
      	
              1.

            	
              Party
      A shall not bear any outstanding fee risk due to such reasons as
      subscriber’s number cancellation, pre-number cancellation, termination,
      defaulting etc and nor charge any subscriber who does not use any message
      that month.

            


    

     

    
      	
              2.

            	
              Party
      is entitled to prepare the management regulations, audit regulations,
      customer service standards and documents in relation to Monternet service
      and require Party B to abide by and execute them. Party A shall conduct
      examination on Party A as per the regulations aforesaid and take
      corresponding measures as per the examination
  situation.

            


    

     

    
      	
              3.

            	
              Party
      A is entitled to audit the business permit, qualification and credit
      certificate, business license, information source and bank account etc for
      Internet message service or telecom value-added service in relation to the
      normal business operation provided by Party
B.

            


    

     

    
      	
              4.

            	
              Party
      A is entitled to audit any newly added and modified services of Party B
      and refuse the service content not complying with the regulations in
      relation to the information safety of the State etc, and require Party B
      to bear any responsibility as incurred due to the opening any new service
      without the review and approval of Party A as per the regulations on the
      management of Monternet
cooperation.

            


    

     

    
      	
              5.

            	
              For
      any abnormal and high-volume SMS that is out of the duty of and may affect
      the safe operation of the network of Party A, Party A reserves the right
      to limit the transmission of SMS flow or promptly adjust the SMS flow
      according to the SMS system capacity; simultaneously, Party A is entitled
      to require Party B to dispose any garbage information or illegal attack at
      the agreed time limit. If Party B fails to do so, Party A is entitled to
      take corresponding measures so as to prevent the situation worsening. In
      case emergency occurs, in order to protect the legal right and interest of
      all subscribers, Party A is entitled to take such measures as interrupting
      communications interface etc without any notice served to Party B. In the
      case where Party B issues any illegal message via the SMS platform of
      Party A, Party A is entitled to immediately interrupt the communications
      interface with Party B and reverse the right to further investigate the
      responsibility of Party B.

            


    

     

    
      	
              6.

            	
              When
      accepting the subscriber complaint as incurred due to Party B’s reason,
      Party A can pay any message fee that subscribers may require refunding for
      behalf of Party B and is entitled to deduct the equivalent sum from the
      settlement amount with Party B.

            


    

     

    
      	
              7.

            	
              In
      the event where Party B cannot reach the business operation level of any
      other partner of the Party A with the same nature , Party A is entitled to
      terminate in advance the service fee accounting and collection agency
      relationship with Party B.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              8.

            	
              Party
      A is entitled to terminate or suspend the cooperation with or the
      provision of service fee accounting and collection agency service for
      Party B according to the requirements of the competent
      authority.

            


    

     

    
      	
              9.

            	
              In
      the case where the Monternet service quality of Party A is affected due to
      Party B’s customer service complaint or any other reason alike and causes
      the rise of the customer service cost of Party A, Party A is entitled to
      deduct the equivalent sum from the settlement with Party B as per the
      related provisions of Regulations on the Management of Monternet SP
      Cooperation of China Mobile Group Anhui Co.,
  Ltd.

            


    

     

    iii)
Obligations of Party B

     

    
      	
              1.

            	
              Party
      B shall have the business license for corporation with legal operation
      scope, content/application service operation qualification, and provide
      Party A with the real and reliable operation permit, qualification and
      credit certificate, perfect after-sale service system, price review and
      approval and bank account etc for value-added message service approved by
      the Ministry of Information Industry or the local telecom competent
      authority in the place where the service is
  provided.

            


    

     

    
      	
              2.

            	
              Party
      B shall ensure stable quality of the service provided, especially the
      message safety and service quality in important period, and ensure the
      contact channel with Party A can be smooth 7x24h and be liable to declare
      the disclaimer provision to subscribers when such service is opened for
      subscribers.

            


    

     

    
      	
              3.

            	
              To
      add any new service or modify the current service, Party B shall submit
      the proposal to Party A for review and approval prior to modification and
      cannot open the new service or carry out the modification until Party A
      reviews and approves the proposal.

            


    

     

    
      	
              4.

            	
              In
      the case where Party B intends to carry out system debugging, maintenance,
      upgrading or other foreseeable operations that may cause service
      interruption, it shall, within 7 days before the performance, in writing
      or e-mail, inform Party A of such intention, including detailed
      interruption reason, time and period and also declare the same to
      subscribers.

            


    

     

    
      	
              5.

            	
              Party
      B shall abide by the regulations on the management of Monternet
      cooperation, audit regulations, customer service standards and related
      documents formulated by Party A in order to standardize the market order
      of the Monternet and bear any responsibility as incurred due to the
      violation act to these regulations.

            


    

     

    
      	
              6.

            	
              Party
      B shall provide special customer service hotline for subscriber
      complaints, bear any responsibility for subscriber inquiry, appeal and
      complaint as incurred due to non-network communications problem of Party A
      and accept subscriber inquiry, fee inquiry and complaint as incurred due
      to various network communications problems in the provision of the service
      under this Agreement. Party B shall establish the first-inquiring
      responsibility system, transfer any issue needing the cooperation of Party
      A to Party A for handling and have follow-up supervision and investigation
      among subscribers for the handling
result.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              7.

            	
              In
      system debugging, Party B shall not affect the normal operation of the
      current network of Party A; when sending SMS to the communications
      platform of Party A, Party B shall ensure that the transmission speed does
      not exceed the flow limit of the port Party A distributes for Party B;
      without the consent of Party A, Party B shall not conduct high-volume
      test, otherwise, it shall bear all consequences as incurred
      hereof.

            


    

     

    
      	
              8.

            	
              Party
      B must strictly manage the network port and the related ID and ensure the
      safety of the network and message. Party B shall bear all responsibilities
      as incurred due to its bad
management.

            


    

     

    
      	
              9.

            	
              In
      the case where Party B cannot continue providing services due to its bad
      operation or any other reason alike, Party B shall, 1 month earlier,
      disclose the related situation to Party B and in the meantime explain
      properly to subscribers and deal with all problems
  left.

            


    

     

    
      	
              10.

            	
              In
      the case where the Monternet service quality of Party A is affected due to
      customer service complaint with the responsibility of Party B or any other
      reason alike and causes the rise of the customer service cost of Party A,
      Party B shall be liable to pay the equivalent sum from the settlement with
      Party B as per the data calculated by Party A and confirmed by Party B in
      accordance with the Regulations on the Management of Monternet SP
      Cooperation of China Mobile Group Anhui Co.,
  Ltd.

            


    

     

    
      	
              11.

            	
              Party
      B shall abide by the provisions of both parties and provide Party A on a
      monthly basis with settlement invoice for the settlement of the message
      fees in order to liquidate the message fees of every month and shall bear
      any responsibility as incurred due to the failure of providing the
      settlement invoice for Party A as scheduled (Refer to Interim Regulations
      on the Message Fee Settlement of Monternet Service of China Mobile Group
      Anhui Co., Ltd for details).

            


    

     

    
      	
              12.

            	
              Party
      B shall undertake that the form and content of the SMS value-added service
      under this Agreement comply with the related national laws and regulations
      and infringe no the legal rights of any corporation, organization and
      natural person, including Party A. In the case where the form and content
      of the SMS value-added service provided by Party B violate related laws
      and regulations or infringe the legal rights of others which gets Party A
      involved in legal dispute, Party A is entitled to require Party B to
      eliminate the effect and bear any economic loss as incurred hereof to
      Party A and investigate the civil responsibility of Party
    B.

            


    

     

    iv)
Rights of Party B

     

    
      	
              1.

            	
              Party
      B is entitled to require Party A to provide the Internet SMS gateway
      interface regulations and related technical protocols and standards and
      cooperate with Party B to provide the service to subscribers under this
      Agreement.

            


    

     

    
      	
              2.

            	
              Party
      B is entitled to, according to the business development, require Party A
      to adjust the network interface flow limit under the permission of the
      capacity of the network
      of Party A.

            


    

     

     

     

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    
    

     

     

    
      	
              3.

            	
              Party
      B is entitled to add any new service or modify the current service
      regularly as per this Agreement and the regulations on the management of
      Monternet cooperation and stipulate the message fees for all SMS services
      provided under this Agreement according to the regulations of Party A on
      Monternet SMS pricing .

            


    

     

    
      	
              4.

            	
              Party
      B is entitled to know any information that Party A has formulated
      internally and issued formally and may have direct effect on the business
      development of Party B, except otherwise the information in relation to
      the confidentiality of the State and Party
A.

            


    

     

    
      	
              5.

            	
              Party
      B is entitled to require Party A’s assistance to solve any subscriber
      complaint that needs the cooperation of Party
A.

            


    

     

    
      	
              6.

            	
              Party
      B is entitled to require Party A to provide fee accounting and collection
      service for the service under the cooperation of both parties approved by
      Party A.

            


    

     

    III.
Proceeds and Distribution

     

    
      	
              1.

            	
              Communications
      fee proceeds distribution mode:

            


    

     

    Party A
is entitled to own in full all the communications fees as incurred due to the
use of subscribers of the mobile communications network resources.

     

    
      	
              2.

            	
              SMS
      service distribution mode:

            


    

     

    Party B
is entitled to own the message fees as incurred due to its provision of
application service or message services for subscriber and is liable to pay
commission for the fee accounting and collection agency service provided by
Party B to Party A. The basis to calculate such commission is the receivable
message fees from Monternet subscribers in Anhui A and 15% of such receivable
message fees shall be paid to Party A as commission for the message accounting
and collection agency service provided by Party A.

     

    
      	
              3.

            	
              The
      charging period of the Monternet service shall start as of 00:00 of the
      first day to 24:00 of the last day of every natural
  month.

            


    

     

    
      	
              4.

            	
              The
      charging and settlement shall be based on the successful CDR collected by
      the charging system of Party A. The charging as per pieces shall be based
      on the success of subscribers to receive the message while the charging on
      a monthly basis shall be based on the service actually ordered and used
      successfully by subscribers of the
month.

            


    

     

    
      	
              5.

            	
              The
      message fees that both parties settle shall not include the following
      items:

            


    

     

    
      	
               
      

            	
              a)

            	
              subscriber
      fees for number cancellation (including pre-number cancellation);
      

            


    

     

    
      	
               
      

            	
              b)

            	
              subscriber
      fees for stop;

            


    

     

    
      	
               
      

            	
              c)

            	
              silent
      subscriber fees;

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
               
      

            	
              d)

            	
              fees
      due to too high average single message
fees;

            


    

     

    
      	
               
      

            	
              e)

            	
              fees
      due to refund (including the fees refunded by double to subscribers as per
      error sum in the activity of “Refund by double if message fee error);
      and

            


    

     

    
      	
               
      

            	
              f)

            	
              any
      other fee as provided by both
parties.

            


    

     

    
      	
              6.

            	
              Party
      A shall provide Party B with the charging record of the last month before
      the 15th day of every month and Party B shall, within 5 natural days
      (00:00 of the 16th day-24:00 of the 20th day of every month) after the
      reception of the charging record provided by Party A, feed back the
      reconciliation result. In the case where Party B does not feed back the
      result as scheduled, it can be regarded that the reconciliation has no
      error. In the case where Party B finds the settlement sum difference in
      the charging record is more than 5%, it can apply for reconciliation, and
      both parties can activate the reconciliation flow after Party B provides
      settlement statistic data.

            


    

     

    
      	
              7.

            	
              Party
      B shall prepare invoice as per the settlement statements issued by Party
      A, and send it to Party A before the 25th day of that month when the
      message fees are announced. In the case where both parties have dispute on
      the charging record and the sum under the dispute based on the CDR success
      status report is not more than 5%, the data provided by Party A shall
      prevail; otherwise, the settlement as per the sum on the reconciliation
      statement shall be made in the precondition that both parties agree that
      the excessive payments should be refunded and the deficiencies should be
      repaid in the next settlement.

            


    

     

    
      	
              8.

            	
              In
      the case where the proceeds of Party B after settlement are negative,
      Party B must pay the outstanding fees to Party A before the 5th day of the
      next month after the announcement of the message fees and cannot have
      write-off with the message fees of the next month, i.e. both parties shall
      conduct the settlement and liquidation on a monthly basis. In the case
      where Party B does not pay the outstanding fees to Party A before the 5th
      day of the next month, Party A is entitled to directly deduct 5 points of
      credit from Party B. In the case where Party B fails to pay the
      outstanding fees to Party A before the 5th day of the next month after the
      announcement of the message fees, Party A is entitled to directly
      terminate the cooperation with Party B and shall reserve the right to
      require the payment of Party B of such outstanding
  fees.

            


    

     

    
      	
              9.

            	
              In
      order to quicken the settlement efficiency of both parties and satisfy the
      personal requirements of Party B, Party A shall provide the following two
      settlement period modes for Party B’s choice. Party B chooses Mode A as the period
      for the future settlement. If Party B chooses Mode B, settlement in a
      quarter basis, Party B shall prepare settlement invoice in a quarterly
      basis as of June of 2007 and the invoice must indicate clearly and
      respectively the breakdown and total amount of every month of the
      quarter.

            


    

     

    Mode A:
settlement in a monthly basis, i.e. the settlement must be conducted as
scheduled on a monthly basis no matter how much the sum of the month
is;

     

     

     

     

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    Mode B:
settlement on a quarter basis, i.e. the settlement can be conducted in a quarter
basis as per the actual situation (such as small sum of every
month).

     

    
      	
              10.

            	
              Party
      A, according to the regulations on the management of
      Monternet cooperation of China Mobile Group Anhui Co., Ltd count the
      response rate of the provision of settlement invoice of Party B into the
      credit examination. In the case where Party B delays the provision of the
      settlement invoice for the first time and thus the settlement progress of
      Party A is affected, 3 points of credit of Party B shall be deducted by
      Party A; in the case where Party B delays the provision of the settlement
      invoice for the second time and thus the settlement progress of Party A is
      affected, 6 points of credit of Party B shall be deducted by Party A; for
      the third time of delay, Party A is entitled to directly terminate the
      cooperation with Party B. (Refer to Interim Regulations on the Message Fee
      Settlement of Monternet Service of China Mobile Group Anhui Co., Ltd for
      details).  

            


    

     

    IV.
Confidentiality

     

    
      	
              1.

            	
              For
      the purpose of this Agreement, “proprietary information” shall refer to,
      in the process of cooperation, the information that either party obtains
      from the other party (“the disclosing party”), that is developed,
      invented, discovered or known by, or transferred to the disclosing party,
      or that has commercial value to the business of the disclosing party.
      Proprietary information shall include but not limit to business secret,
      computer program, design technology, idea, proprietary technology,
      technique, data, business and product development proposal, customer
      information and other information in relation to the business of the
      disclosing party, or the other information the disclosing party obtains
      from any other party that shall be kept in secret. Both parties understand
      the disclosing party owns and will own the proprietary information and the
      information is very important to the disclosing party; and the cooperation
      relationship between Party A and Party B produces the confidentiality and
      trust relationship in connection with the proprietary information between
      both parties.

            


    

     

    
      	
              2.

            	
              Without
      the prior written consent of the disclosing party, the other party shall
      keep any proprietary information in secret and shall use or disclose to
      any individual or body the proprietary information, except otherwise
      required by performance of the obligations under this
      Agreement.

            


    

     

    
      	
              3.

            	
              Both
      parties shall be liable to keep the detailed content of this Agreement in
      secret. Without the written approval of the other party in advance,
      neither party can disclose cooperation under this Agreement and the
      detailed content of this Agreement to any third
  party.

            


    

     

    V.
Disclaimer

     

    
      	
              1.

            	
              In
      the case where any obligation under this Agreement cannot be performed or
      performed completely by both parties or either party due to force majeure,
      both parties or either party shall bear no responsibility to each other or
      to the other party. However, the party encountering the force majeure
      shall, within 10 workdays as of the occurrence of the force majeure,
      disclose the situation of the force majeure to the other party and provide
      related certificates as well. After the effect of such force majeure is
      eliminated, both parties shall deliberate the continuance of the
      performance of this Agreement by both parties or either
    party.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              2.

            	
              In
      the case where the party encountering force majeure fails to inform the
      other party of such force majeure and the loss to the other party is
      thereby enlarged, such party shall bear such loss enlarged to the other
      party.

            


    

     

    VI.
Responsibilities of Breach

     

    
      	
              1.

            	
              That
      any party fails to perform this Agreement and any provision of the annex
      to this Agreement shall be regarded as breach of this
      Agreement.

            


    

     

    
      	
              2.

            	
              Either
      party, after receiving the notice in writing or e-mail detailing the
      breach from the other party, if deeming the actual existence of breach
      act, shall, within 10 workdays, correct such breach act and notify the
      other party of the correction; if deeming no existence of breach act,
      shall, within 10 workdays, submit written dispute or explanation to the
      other party. In the latter case, both parties can negotiate with each
      other about the dispute. If the negotiation fails, such dispute can be
      solved as per the Dispute of this
Agreement.

            


    

     

    
      	
              3.

            	
              In
      the case where either party breaks this Agreement and thus causes bad
      social effect or economic loss, the other party is entitled to require
      such party to eliminate the effect and bear the economic loss as incurred
      due to such breach act to it and shall reserve the right to investigate
      the civil responsibility of such
party.

            


    

     

    VII
Dispute

     

    In the
case where both parties have any dispute in the performance of this Agreement
both parties shall friendly negotiate with each other to solve such dispute. If
the negotiation fails, either party can submit such dispute for arbitration at
Hefei Arbitration Commission. The arbitration shall be final and have binding
force on both parties. 

     

    VIII.
Effect, Modification, Extension and Termination

     

    
      	
              1.

            	
              This
      Agreement shall be in effect as of January 1, 2008 and expire as at April
      30, 2008. If both parties have no dispute on this Agreement within the
      effective period of this Agreement, this Agreement will be extended
      automatically for half a year; if either party has dispute, such party
      shall inform the other party of such dispute 30 days before the expiration
      of this Agreement in writing or
e-mail.

            


    

     

    
      	
              2.

            	
              According
      to the regulations on the management of Monternet cooperation of China
      Mobile Group Anhui Co., Ltd, if Party B withdraws its service under this
      Agreement, this Agreement shall be terminated automatically upon its
      withdrawal.

            


    

     

    
      	
              3.

            	
              This
      Agreement is made in quadruplicate and cannot become effective until the
      representatives of both parties sign and stamp (including paging seal).
      Either party holds two counterparts and all counterparts shall have the
      same legal effect.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              4.

            	
              Any
      annex to this Agreement shall be an integral part of this Agreement and
      has the same legal effect as this
Agreement.

            


    

     

    
      	
              5.

            	
              Within
      the effective period of this Agreement, both parties, in friendly
      deliberation manner, can modify any provision of this Agreement or rescind
      this Agreement. Either party that proposes to modify or rescind this
      Agreement shall submit written proposal to the other party 30 days
      earlier. Either party that unilaterally rescinds this Agreement without
      the permission of the other party shall bear all losses as incurred hereof
      to the other party.

            


    

     

     

     

    
      	
              Representative on and for
      behalf Party A:

            	
              Representative on and for
      behalf Party B: Song Zhiling (signature)

            
	
              Authorized
      representative: Shi Yuanyou (seal)

            	
              Authorized
      signature:

            
	
              Party A (seal): China
      Mobile Group Anhui Co., Ltd

              Date: December 24,
      2007

            	
              Party B (seal): Shanghai
      Mopai Information Technology Co., Ltd

              Date: December 24,
      2007

            


    

     

    


     

     

    


     

     

     

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


     

     

    


     

     

    


     

     

    Annex:

     

     

    Responsibility
Pledge for Information Safety regarding Monternet Cooperation

     

    This
Responsibility Pledge is entered into between Party A and Party B with the
objective to further strengthen the management on Internet message service,
effectively prevent the occurrence and spread of hazardous information and
promote the healthy and orderly development of Monternet service and the
construction of socialism spiritual civilization, in accordance with the
Telecommunication Regulations of P. R. China and the provisions of the State
Council and the Ministry of Information Industry on Internet management and
hazardous information clearing and administration and based on some problems to
be regulated in the process of providing Monternet service, and the details of
this Responsibility Pledge are as follows:

     

    
      	
              1.

            	
              Party
      B, when providing various Monternet services, shall abide by the national
      laws, statutes and administrative regulations
  related.

            


    

     

    
      	
              2.

            	
              Party
      B (including the subscribers of Party B) shall not make use of Monternet
      service to do anything to endanger the national security and disclose the
      national secret etc nor use the network to look up, copy and spread any
      information endangering the national security, information worsening
      social security and coprological
information.

            


    

     

    
      	
              3.

            	
              When
      providing Monternet service, Party B shall comply with international
      practices on Internet and shall not send advertising, vicious or defiant
      information to subscribers or other
  organizations.

            


    

     

    
      	
              4.

            	
              Party
      B shall pay high attention to information security work, have senior
      leaders responsible for security work, prepare internal information
      security regulations, strengthen the review and monitoring of the issue of
      information etc, ensure all information sent to comply with related
      security regulations and bear any responsibility as incurred due to
      information issue.

            


    

     

    
      	
              5.

            	
              Party
      B shall, via hardware, software and other security measures alike,
      strictly control the number of people receiving group SMS via the Internet
      circuit, appoint the personnel with high political consciousness to engage
      in information security, maintenance of core network equipments and
      business management.

            


    

     

    
      	
              6.

            	
              Party
      B shall establish hazardous information filtering mechanism under which,
      some keyword of the SMS such as “Duan Xin Chuan Qing” and “Duan Xin You
      Chai” etc provided online for subscribers must be filtered so as to
      prevent a few vicious subscribers to spread retroactive and bad words via
      SMS (including the nine kinds of messages whose making, copy and spread
      are forbidden in Regulations on the Management of Internet Message
      Services).

            


    

     

    
      	
              7.

            	
              The
      message sent by the system of Party B and the mobile phone number data of
      subscribers shall be kept for 6 months for purpose of check where
      necessary.

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      	
              8.

            	
              Party
      B shall strictly carry out confidentiality regulations and shall not
      disclose the message of subscribers such as mobile phone number etc to any
      other unit and individual out of China Mobile (except otherwise provided
      according to the national laws and regulations
  related).

            


    

     

    
      	
              9.

            	
              On
      important festivals of the State or during national/international major
      events (such as May Day, National Day, Spring Festival and national
      important meetings etc), Party B shall strengthen the supervision on
      information security and appoint special personnel to engage in
      information security.

            


    

     

    
      	
              10.

            	
              In
      case the information security problem occurs, Party B shall eliminate the
      bad message and prevent it from being sent out as soon as possible in
      order to lower the effect and timely submit event report to Party
      A.

            


    

     

    
      	
              11.

            	
              Any
      information issued by Party B must be legal; Party B cannot use any
      information of the information source without the permission of
      information source; otherwise, Party B shall bear all responsibilities as
      incurred hereof.

            


    

     

    
      	
              12.

            	
              Within
      the operation under this Agreement, without the written consent of Party
      A, Party B shall not provide any service out of this Agreement for the
      subscribers of Party A, nor increase or decrease services unilaterally,
      nor adjust service fees. In addition, Party B shall not, without the
      written consent of Party A, interconnect the SMS platform of Party A with
      that of any other telecom operator, nor send the SMS promoting the rivals
      (other telecom/mobile operators) of Party A and their services etc to the
      subscribers of Party A, nor unilaterally provide manual SMS services for
      the subscribers of Party A via the SMS platform of Party
  A.

            


    

     

    
      	
              13.

            	
              For
      any SP who fails to carry out information security regulations and
      violates the above provisions, in addition to any responsibility as
      incurred hereof, Party A is entitled to cut off Internet circuit, even
      interrupt mutual cooperation and investigate the related responsibilities
      of breach.

            


    

     

    
      	
              Representative on and for
      behalf Party A:

            	
              Representative on and for
      behalf Party B: Song Zhiling (signature)

            
	
              Authorized
      representative: Shi Yuanyou (seal)

            	
              Authorized
      signature:

            
	
              Party A (seal): China
      Mobile Group Anhui Co., Ltd

              Date: December 24,
      2007

            	
              Party B (seal): Shanghai
      Mopai Information Technology Co., Ltd

              Date: December 24,
      2007

            


    

     

    


     

     

     

     

    
      
        
        

      

      
        -12-