Exhibit 4.20





Exhibit 4.20




Share Transfer Agreement




This Share Transfer Agreement is entered into by the following parties on April 26, 2009:



Transferor: 51net.com, Inc., a company organized under the laws of the British Virgin Islands, with
its registered office at c/o P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola,
British Virgin Islands, and its legal representative is ZHEN Ronghui;



Transferee: Wuhan Mei Hao Qian Cheng Advertising Company Limited, a company organized under the
laws of the People’s Republic of China, with its registered office at Room 4202 World Trade
Building, 344 Jie Fang Avenue, Jianghan District, Wuhan, and its legal representative is YU Haijun.



WHEREAS:





	A.	 	Qianjin Network Information Technology (Shanghai) Co., Ltd. (“Company”), a Chinese-Foreign
joint venture company organized under the laws of the People’s Republic of China by the
Transferor and Beijing Qian Cheng Si Jin Advertising Company Limited (“Qian Cheng Si Jin”), of
which the registered capital is US$5,000,000.00, with its registered office at Suite 2307
Lucky Mansion, 660 Shangcheng Road, Pudong New District, Shanghai, China, with its business
license number of Qihehupuzongfuji No. 314997 (Pudong), with its legal representative of ZHEN
Ronghui, and the Transferor, Transferee and Qian Cheng Si Jin owns 51%, 48% and 1% equity
interests of the Company, respectively;
	 
	B.	 	Transferor agrees to transfer to the Transferee, and the Transferee agrees to purchase 1%
equity interest of the Company owned by the Transferor;
	 
	C.	 	Qian Cheng Si Jin has waived its first right of refusal for the aforesaid 1% equity interest
of the Company, and agrees that the Transferee may purchase the aforesaid equity interest as
set out in the Consent Letter provided in Appendix I;
	 
	D.	 	After the Transferee obtains the aforesaid equity interest from the Transferor, upon the
approval of relevant approval authorities and the terms, conditions, and of the transaction
comply with the requirements of the Transferor, then subject to the laws of the PRC, the
Transferor has the right to redeem the aforesaid equity interest obtained by the Transferee in
accordance with this Agreement, and the Transferee shall warrant to the Transferor that it
will transfer the aforesaid equity interest to the Transferor by then.




 


 









 





NOW THEREFORE, in accordance with the relevant PRC laws and regulations, through friendly
consultations, and based on a principle of mutual benefits, the parties hereof agree as follows:



ARTICLE I DEFINITION





	1.1	 	In this Agreement, unless otherwise defined above or below, the following terms shall have
the following meanings:





“Share” means the equity interest which an investor holds by contributing to the registered capital
of the company or purchasing or otherwise lawfully acquiring the capital contribution of the
original investor of the company. The percentage of the equity shares held by a shareholder in the
Company shall be equal to his or her proportionate contribution to the registered capital of the
company;



“Redemption” means, after the Transferor transfers the 1% equity interest of the Company in
accordance with this Agreement, Transferor and/or its designee redeems the aforesaid equity
interests transferred to Transferee in accordance with this Agreement, upon the approval of the
relevant approval authorities and subject to PRC laws;



“PRC Laws” means all the laws, regulations and decisions made and promulgated by any PRC
legislature, and all the administrative regulations, rules and measures and other binding official
documents;



“Approval” means any approval, consent, license, and permit obtained from and/or issued by any PRC
administrative authority in accordance with the PRC Law, including but not limited to the approval
of the administration for commerce regarding the establishment of foreign invested enterprises
(“FIE”) and any changes thereof;



“Registration” means any application in accordance with PRC Law for legal registration with
relevant PRC authorities, including but not limited to the registration with a relevant
administration for industry and commerce for the establishment and change of the FIEs;



“PRC” means the People’s Republic of China;




“US Dollar” or “US$” or “USD” means the legal currency of the United States;




“Renminbi” or “RMB” means the legal currency of the People’s Republic of China;




“Party” means any party of this Agreement and “Parties” mean the Transferor and the Transferee
collectively.




	1.2	 	Unless otherwise defined, references to articles, clauses, and Appendix are to the articles,
clauses of and appendix to, this Agreement.
	 
	1.3	 	Headings are for ease of reference only and shall not affect the interpretation of this
Agreement.




 


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ARTICLE II SHARE TRANSFER





	2.1	 	Transferor hereof agrees to transfer 1% equity interest of the Company and the relevant
rights and benefits attached to the Shares to the Transferee in accordance with the terms and
conditions hereof, and the Transferee agrees to accept such Shares. After the completion of
the Share transfer, the Transferor will hold 50% equity interests of the Company and Qian
Cheng Si Jin will hold 1% equity interest of the Company.





ARTICLE III TRANSFER PRICE AND REGISTERED CAPITAL





	3.1	 	The Parties hereof agree that the Transferee shall pay nothing to the Transferor for the 1%
equity interest transferred to the Transferee. After the completion of the transfer, the
registered capital of the company will remain the same.





ARTICLE IV COMPLETION AND PAYMENT





	4.1	 	The Parties hereof agree that, upon the date when all the conditions as provided hereunder
are fulfilled, the Transferee will hold the 1% equity interest originally owned by the
Transferor, after which the Transferor holds 50% equity interests, and the Transferee holds
49% equity interests of the Company, and the Parties shall enjoy the respective rights and
bear respective responsibilities in accordance with their proportionate equity interest ratio:






	 	(a)	 	Approval regarding this Agreement having been issued by the relevant approval
authority;
	 
	 	(b)	 	relevant industry and commerce administration registration procedures regarding the
Share transfer as provided hereof having been completed.





ARTICLE V REDEMPTION OBLIGATION UPON COMPLETION





	5.1	 	The Parties hereof agree that, after the Transferee obtains the 1% equity interest of the
Company from the Transferor in accordance with this Agreement, subject to PRC Law and upon the
Approval of the relevant authority, Transferor and/or its designee shall, at any time within
the effective term of this Agreement, redeem the 1% equity interest from the Transferee in a
lump sum or in installments in accordance with this Agreement and other agreements entered
into by the Parties, in the event that Transferor is satisfied with the terms and conditions
of the transaction. Transferee warrants to agree to transfer the Share to the Transferor
and/or its designee.
	 
	5.2	 	Upon the redemption described above by the Transferor and/or its designee, the Transferor
and/or its designee shall issue a written notice for the Redemption. Upon the issuance of the
notice, Transferee shall transfer the Shares as set out in the notice to the Transferor and/or
its designee in accordance with this Agreement, the notice and other agreements entered into
by the Parties.




 


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	5.3	 	The Transferee shall, within 60 days of the issuance of the written Redemption notice of the
Transferor and/or its designee, assist the Transferor and/or its designee to complete all
necessary Approval and Registration procedures for the Redemption of Shares that are held by
the Transferee.





ARTICLE VI Representations and Warranties





	6.1	 	The Transferor hereof undertakes and warrants that:






	 	6.1.1	 	it is a company duly organized and validly existing under the laws of the British
Virgin Islands;
	 
	 	6.1.2	 	at the time of the execution of this Agreement, it owns 51% equity interests of
the Company, and it has the full right, power and authorization to execute and perform
this Agreement;
	 
	 	6.1.3	 	at the time of the execution of this Agreement, the equity interests it owns in
the Company are free from any mortgage, pledge, or any other security interests or
encumbrance in other forms, or any undertakings of similar third party interests;
	 
	 	6.1.4	 	after its authorized representative executes this Agreement, the provisions hereof
shall constitute the legal, effective and enforceable obligations upon the Transferor;
	 
	 	6.1.5	 	neither the execution of this Agreement, nor the performance of the obligations
under this Agreement, conflicts or violates any laws and regulations or any governmental
or administrative approval, or any agreement entered into between Transferor and any
third party;
	 
	 	6.1.6	 	to its knowledge, no litigation, arbitration, or governmental, administrative or
other investigation, or governmental investigation is pending or is threatened to be
initiated, which is related to the matters hereof, or would have an adverse effect upon
the execution or the performance of this Agreement; and
	 
	 	6.1.7	 	it has disclosed all the documents related to the transaction stipulated hereof
which are owned and controlled by the Transferor, and the documents it provided do not
contain any false statements and representations or omissions as to the material matters.






	6.2	 	The Transferee hereof undertakes and warrants that:






	 	6.2.1	 	it is a company duly organized and validly existing under the PRC laws;
	 
	 	6.2.2	 	it has full right, power and authorization to execute and perform this Agreement,
and it has all the right, authorization, and approvals to fully perform each of its
obligations under this Agreement;




 


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	 	6.2.3	 	after its authorized representative executes this Agreement, the provisions hereof
shall constitute the legal, effective and enforceable obligations upon the Transferee;
	 
	 	6.2.4	 	neither the execution of this Agreement, nor the performance of the obligations
under this Agreement, conflicts or violates any laws and regulations or any governmental
or administrative approval, or any agreement entered into between Transferee and any
third party;
	 
	 	6.2.5	 	to its knowledge, no litigation, arbitration, or governmental, administrative or
other investigation, or governmental investigation is pending or is threatened to be
initiated, which is related to the matters hereof, or would have an adverse effect upon
the execution or the performance of this Agreement; and
	 
	 	6.2.6	 	it has disclosed all the documents related to the transaction stipulated hereof
which are owned and controlled by the Transferee, and the documents it provided do not
contain any false statements and representations or omissions as to the material matters.





ARTICLE VII Liabilities for Breach of Contract





	7.1	 	Occurrence of any of the following circumstances constitutes a breach to this Agreement:






	 	(a)	 	breaching of any provisions hereof;
	 
	 	(b)	 	violation of any statements, warranties or undertakings made in this Agreement,
or the making of any false or inaccurate representations, warranties or undertakings
hereof; and
	 
	 	(c)	 	transfer any rights and obligations under this Agreement without the other
Party’s prior written consent.






	7.2	 	In the event that any Party commits any default or breach of the provisions in Article 7.1,
the other Party has the right to request the breaching Party for the compensation for any
losses and damages caused by such breach.





ARTICLE VIII CONFIDENTIALITY





	8.1	 	Each Party shall be obligated to keep confidential all the commercial information in any form
whatsoever obtained from the other Party in connection with the execution and performance of
this Agreement, including any content of this Agreement and other cooperation matters proposed
by the Parties. Either Party may disclose the aforesaid information to its employee, agent,
distributor, supplier, and advisor (including its accountant, attorneys and other
professionals) as necessary to perform its obligations under this Agreement.




 


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	8.2	 	This clause does not apply to the disclosure of the following commercial information:






	 	(a)	 	that which is available and accessible to the public at the time of disclosure;
	 
	 	(b)	 	that which is available and accessible to the public after disclosure for any
reason other than the receiving party’s fault;
	 
	 	(c)	 	that which the receiving party can prove was in the possession of the receiving
party prior to the disclosure of such information, and not obtained directly or
indirectly from the other party; or
	 
	 	(d)	 	that which is obligated to be disclosed to relevant government authorities, or
stock exchange market in accordance with the laws, or disclosed to its immediate
attorneys or financial advisors as needed in the ordinary course of business.






	8.3	 	The Parties shall cause its director, officer, and other employee and the director, officer
and other employee of its subsidiary (if any) to comply with the obligations under this
confidentiality clause, and shall request certain key employees to execute confidentiality
agreements.





ARTICLE IX Force Majeure Event





	9.1	 	The Force Majeure Event refers to events uncontrollable or unforeseeable by either Party
hereof, or foreseeable but unpreventable by either Party, and which occurs after the date of
execution of this Agreement causing either Party to be unable to completely or partially
fulfill any stipulation hereof. The Force Majeure Event includes but is not limited to
strike, riot, explosion, fire, earthquake, and other acts of God, war, civil disturbance,
vandalism, expropriation, confiscation, governmental acts, any change in law, or failure to
obtain the approval from the government authority for any reason other than the fault of
either Party, and other major or sudden event.
	 
	9.2	 	In the event of a Force Majeure Event, the party affected by such event shall immediately
notify the other party, and shall provide a detailed written report within fifteen (15) days
of the occurrence of the event. The party affected by the event shall take all appropriate
measures to eliminate or minimize the effect of the Force Majeure Event and minimize the loss
to the over party arising thereof. Parties shall, in accordance with the effects of the event
upon the performance of this Agreement, determine whether to terminate this Agreement, or
postpone the performance of this Agreement, or waive in part or whole the obligations of the
party affected under this Agreement.





ARTICLE X Effectiveness





	10.1	 	This Agreement shall become effective after the respective authorized representative executes
this Agreement and/or affixes the company seals on this Agreement and upon the approval of
relevant competent authorities.




 


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ARTICLE XI Termination





	11.1	 	This Agreement shall terminate upon the occurrence of any of the following circumstances:






	 	(a)	 	in the event that the Parties reach an agreement in writing;
	 
	 	(b)	 	in the event that either Party (“Defaulting Party”) violate any provision
hereunder, and upon the receipt of a default notice from the other Party
(“Non-Defaulting Party”), the violation has not been cured within the time stipulated
by the notice;
	 
	 	(c)	 	in the event of any false or inaccurate statement and representation by either
Party;
	 
	 	(d)	 	in the event that this Agreement becomes void and null, or unenforceable, or is
announced to be void and null, or enforceable, or is required to be amended by any
government authority and such amendment is not acceptable to either Party;
	 
	 	(e)	 	in the event that the occurrence or effect of a Force Majeure Event stipulated
in Article 9.1 adversely affects the ability of either Party to perform this Agreement,
and the Parties fail to find a reasonable solution to solve the matter within thirty
(30) days of the occurrence of the Force Majeure Event.






	11.2	 	In the event of an occurrence stipulated in Article 11.1(a) or (d), any Party has the right
to terminate this Agreement with a written notice to the other Party; in the event of the
occurrence stipulated in Article 11.1(b) or (c), then only the Non-Defaulting Party has the
right to terminate this Agreement with a written notice to the other Party; and in the event
of the occurrence of the foresaid Article 11.1(e), then only the Transferor has the right to
terminate this Agreement with a written notice to the other Party.
	 
	11.3	 	The termination notice becomes effective fifteen (15) days after the notice is served to the
receiving party as stipulated in Article 13.
	 
	11.4	 	In the event of the termination of this Agreement for a reason as set out in this Article 11,
then:






	 	(a)	 	either Party shall return any shares or share transfer price obtained from the
other Party as a result of the performance of this Agreement;
	 
	 	(b)	 	the Party at fault shall compensate the other Party for any losses caused due
to its fault, and in the event that both Parties are at fault, each Party shall
compensate the other Party to the extent of its respective fault liability.






	11.5	 	The right to terminate this Agreement under this Article 11 shall not adversely affect any
other rights or remedies available under this Agreement to the party requesting the
termination.




 


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ARTICLE XII Governing Law and Dispute Resolution





	12.1	 	The execution, effectiveness, interpretation, performance and enforceability of this
Agreement, and dispute resolution in connection with this Agreement shall be governed by PRC
Law.
	 
	12.2	 	Any disputes arising from the interpretation or performance of this Agreement shall be
resolved through friendly consultations between the Parties hereof. If such dispute has not
been settled within sixty (60) days after commencement of friendly consultation, or within a
longer period of time as agreed to by the Parties, either Party may submit the dispute to the
China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for
arbitration in accordance with then effective arbitration rules of CIETAC. The arbitration
outcome shall be final and binding upon both Parties hereto. During the course of any dispute
or arbitration of any dispute, both Parties hereto shall continue to perform the duties and
obligations under this Agreement not subject to the dispute.





ARTICLE XIII Notice





	13.1	 	Any notice hereunder shall be delivered by hand or via facsimile or registered airmail to the
following addresses and numbers, unless a Party has notified the other Party of its changed
addresses and numbers. Notices sent by registered airmail shall be deemed as being
effectively served on the fifth day after the dispatch date. Notices delivered by hand or
sent via facsimile shall be deemed as being effectively served on the next day after the
delivery or transmission. If transmitted by facsimile, the original copy of the notices shall
be sent by registered airmail or delivered by hand to the other Party immediately after the
transmission.





	 	 	 	 	 
	 

	 	Transferor:
	 	 51net.com, Inc.
	 

	 	Address:
	 	 Suite 2602, The Center, 99 Queen’s Road Central, Hong Kong
	 

	 	Attention:
	 	 Rick Yan
	 

	 	Phone Number:
	 	 +852-29077880
	 

	 	Facsimile:
	 	 +852-29077881
	 
	 	 	 	 
	 

	 	Transferee:
	 	 Wuhan Mei Hao Qian Cheng Advertising Company Limited
	 

	 	Address:
	 	 Room 4202 World Trade Building, 344 Jie Fang Avenue, Jianghan District, Wuhan
	 

	 	Attention:
	 	 YU Haijun
	 

	 	Postal Code:
	 	 430022
	 

	 	Phone Number:
	 	 +86-027-85510128
	 

	 	Facsimile:
	 	 +86-027-85448260





 


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ARTICLE XIV Miscellaneous





	14.1	 	This Agreement may not be changed, modified or amended without the written agreements between
the Parties signed by the authorized representatives, after which the amendment shall become
an integral part of this Agreement and shall have the same legal effect upon the approval from
the original approval authority.
	 
	14.2	 	Any tolerance or allowance granted by one Party to the other Party for any breach caused by
the other Party, or any postponement in the exercise of a right or power enjoyed hereunder by
one Party for the breach caused by the other Party, shall not be deemed as a waiver of such
Party’s rights and power and shall not prejudice, affect or otherwise restrict other rights
and power enjoyable by such Party in accordance with this Agreement and relevant PRC laws and
regulations. Any separate or partial exercise of any rights, power or remedies enjoyed by one
Party hereunder shall not prejudice such Party’s further exercise of such right, power or
remedy, and shall not prejudice such Party’s exercise of other rights, powers or remedies.
	 
	14.3	 	The invalidity, nullity and unenforceability of any provision hereof shall not affect or
prejudice the validity, effectiveness and enforceability of other provisions hereof. However,
the Parties hereto shall cease the performance of such invalid, null and unenforceable
provision and shall avoid the effects of such invalidity, nullity, and unenforceability to
this Agreement to the maximum extent, as in accordance with the purposes of this Agreement.
	 
	14.4	 	This Agreement shall be transcribed in Chinese, written in five (5) counterparts, each Party
shall hold one counterpart and the remaining copies shall be submitted to the approval
authorities.





IN WITNESS WHEREOF, the Parties or their respective authorized representative executes and signs
this Agreement as of the day and year first above written.



	 	 	 	 	 
	Transferor: 51net.com, Inc.
	 
	 	 	 	 
	Authorized representative:                                         
	Signature:

	 	/s/ Rick Yan	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Transferee: Wuhan Mei Hao Qian Cheng Advertising Company Limited
	 
	 	 	 	 
	Authorized representative: [Company seal of Wuhan Mei Hao Qian Cheng Advertising Company Limited]
	Signature:

	 	/s/ YU Haijun	 	 
	 

	 	 	 	 







 


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Appendix I Consent Letter




	 	 	 
	To:

	 	51net.com Inc.

Wuhan Mei Hao Qian Cheng Advertising Company Limited






Regarding the 1% equity interest of Qianjin Network Information Technology (Shanghai) Company
Limited (“Joint Venture Company”) owned and transferred by 51net.com Inc., we as a shareholder of
the Joint Venture Company hereof waive our first right of refusal for the aforesaid 1% equity
interest, and we hereof agree for Wuhan Mei Hao Qian Cheng Advertising Company Limited to purchase
such shares.



Beijing Qian Cheng Si Jin Advertising Company Limited (seal)




	 	 	 
	[Company seal of Beijing Qian Cheng Si Jin Advertising Company Limited]
	 
	 	 
	 	 	 
	 
	 	 
	Date:                     , 2009