Exhibit 4.54





Exhibit 4.54




[Translated from the original Chinese version]




OPERATION AGREEMENT




between




GUANGZHOU BOXIN INVESTMENT ADVISORY CO., LTD.




and




FORTUNE
(BEIJING) QICHENG TECHNOLOGY CO., LTD.




NOVEMBER, 2009




BEIJING, CHINA



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1. DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2. OPERATIONAL SUPPORT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3. OBLIGATIONS OF PARTY B
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 5. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 6. CONFIDENTIALITY
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 8. DISPUTE RESOLUTION
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 9. EFFECTIVENESS
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 10. NO SUBSEQUENT OBLIGATION
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 11. AMENDMENT
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 12. COUNTERPARTS
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 13. MISCELLANEOUS
	 	 	6	 
	 
	 	 	 	 
	EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE
	 	 	7	 






 


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OPERATION AGREEMENT




This Operation Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of China
(the “PRC”) on November 20, 2009 between:



Party A: Guangzhou Boxin Investment Advisory Co., Ltd.

Address: Room208, Unit 3, No.163 Tianhe North Road, Tianhe District, Guangzhou



Party B: Fortune (Beijing) Qicheng Technology Co., Ltd.

Address: Room 1141-1144, Unit 2, No. 10 Xuanwumenwai Avenue, Xuanwu District, Beijing
Legal representative: Lin Yang




WHEREAS,




(1) Party A is a company with limited liability duly organized and validly existing under the laws
of PRC, and has expertise and resources in investment advisory; Party A desires to provide to Party
B operational services in connection with the foregoing operational service.



(2) Party B is a company with limited liability duly organized and validly existing under the laws
of PRC; and to expand its business operation in the aspects of the aforementioned operational
service, Party B engages Party A to provide the operational services in connection with such
operation.



(3) Party A has entered into a technical support agreement and strategic consulting agreement with
Party B (collectively the “Binding Agreements”), and hence the Parties have established certain
business relationship.



NOW AND THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and
joint development and after friendly negotiations, the Parties hereby enter into the following
agreements pursuant to the provisions of relevant laws and
regulations of the PRC.



ARTICLE 1. DEFINITIONS




The terms used in this Agreement shall have the meanings set forth below:



1.1 “This Agreement” means this Operation Agreement and all appendices thereto, including written
instruments as originally executed and as may from time to time be amended or supplemented by the
Parties hereto through written agreements.



1.2 “The PRC” means, for the purpose of this Agreement, the People’s Republic of China, excluding
Hong Kong, Taiwan and Macao.



1.3 “Date” means the year, month and day. In this Agreement, “within” or “no later than”, when used
before a year, month or day, shall always include the relevant year, month or day.



ARTICLE 2. OPERATIONAL SUPPORT




2.1 Party A agrees, according to the operational needs of Party B, to act as the guarantor of Party
B in the contracts, agreements, or transactions entered into between Party B and third parties, in
order to fully guarantee the performance by Party B of such contracts, agreements, and
transactions.



2.2 Party A agrees, according to the operational needs Party B, to recommend directors and senior
management to Party B and Party B agrees to appoint such personnel recommended by Party A to be its
directors and senior management. The relevant personnel recommended by Party A pursuant to this
Article shall meet the qualification requirements for directors and senior management under
applicable laws.


 


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2.3 To ensure the performance of this Agreement, Party A agrees to provide to Party B cooperative
policy advice and guidance, which is consistent with the daily operation and financial management
and the employment policy of Party B.



ARTICLE 3. OBLIGATIONS OF PARTY B




3.1 Party B agrees not to conduct the following business which may materially affect its assets,
rights, obligations and operation (except for the sales or purchase of assets, and contracts and
agreements entered into during the ordinary course of business of Party B, and the lien imposed by
the contracting parties pursuant to the above contracts), without the prior written consent of
Party A, including but not limited to:



3.1.1 borrowing loans from any third party or bearing any debt liability;




3.1.2 selling to or obtaining any asset or rights from any third party; and




3.1.3 using its own assets to secure any real obligation of any third party.



3.2 Without the written consent of Party A, Party B shall not transfer its rights and obligations
hereunder to any third party. Party B agrees, Party A may transfer its rights and obligations
hereunder as it finds necessary, and Party A only needs to give a written notice to Party B after
such transfer, without the necessity to obtain any consent from Party B.



ARTICLE 4. CONSIDERATION FOR PROVIDING OPERATIONAL SUPPORT




4.1 In consideration of the above operational support provided by Party A, Party
B shall pay to Party A certain fees as specified in Exhibit 1 attached hereto.



ARTICLE 5. REPRESENTATIONS AND WARRANTIES




5.1 Each Party hereby represents to the other Party that:



5.1.1 It has all the necessary rights, powers and authorizations to enter into this Agreement and
to perform its duties and obligations hereunder; and



5.1.2 The execution or performance of this Agreement does not violate any significant contract or
agreement to which it is a party or any contract or agreement that binds it or its assets.



ARTICLE 6. CONFIDENTIALITY




6.1 Each Party shall keep confidential all the content of this Agreement. Without the prior consent
of all Parties, no Party shall disclose any content of this Agreement to any other party or make
any public announcements with respect to any content of this Agreement. Notwithstanding the
forgoing provisions of this Article 6, the following disclosure shall be permitted: (i) disclosure
made pursuant to any applicable laws or any rules of any stock exchange of the United States, the
PRC or other relevant jurisdictions; (ii) disclosure of information which has become public
information other than due to any breach by the disclosing party; or (iii) disclosure to any
Party’s shareholders, legal counsel, accountants, financial advisors or other professional advisors
who bear the obligation of confidentiality to such Party.



6.2 The Parties agree this Article 6 will survive any invalidity, modification, cancellation or
termination of this Agreement, if applicable.




 


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ARTICLE 7. GOVERNING LAW AND OBLIGATIONS UPON DEFAULT



7.1 The execution, effectiveness, interpretation, performance and dispute resolution of this
Agreement shall be governed by the laws of the PRC.



7.2 Any violation of any provision hereof, incomplete performance of any obligation provided
hereunder, any misrepresentation made hereunder, material concealment or omission of any material
fact or failure to perform any covenants provided hereunder by any Party shall constitute an event
of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable
laws.



ARTICLE 8. DISPUTE RESOLUTION




8.1 Any dispute arising from the performance of this Agreement shall be first subject to the
Parties’ friendly consultations. If the parties fail to make an written agreement within thirty
days after consultation, such dispute will be submitted to the China International Economic and
Trade Arbitration Commission (“CIETAC”) in accordance with its arbitration rules/procedures. The
arbitration tribunal will be composed of three (3) arbitrators, two of which shall be appointed by
both Parties hereto, and the third one shall be appointed by the chairman of CIETAC.



8.2 The arbitration shall be administered by the Beijing branch of CIETAC in accordance with the
then effective arbitration rules of the Commission in Beijing.



8.3 The arbitration award shall be final and binding on the Parties. The costs of the arbitration
(including but not limited to arbitration fee and attorney fee) shall be borne by the losing party,
unless the arbitration award stipulates otherwise.



ARTICLE 9. EFFECTIVENESS




9.1 This Agreement shall be effective upon the execution hereof by both Parties hereto.



9.2 The term of this Agreement shall be ten (10) years. Party B shall not terminate this Agreement
during this term.



9.3 Unless Party A notifies Party B of no renewal of this Agreement by giving a thirty (30) days
prior notice. This Agreement will be renewed for one year automatically after the expiry of the
term hereof. This provision will apply to all the subsequent renewal.



ARTICLE 10. NO SUBSEQUENT OBLIGATION




10.1 Once this Agreement is terminated, Party A will not have any obligation to provide to Party B
any operational support hereunder.



ARTICLE 11. AMENDMENT




11.1 All Parties hereto shall fulfill their respective obligations hereunder. No amendment to this
Agreement shall be effective unless such amendment has been made in written form, and agreed by
both Parties and both Parties have obtained necessary authorization and approvals with respect to
such amendment. Any modification and supplementary to this Agreement after signed by both Parties,
become an integral part of this Agreement, and has the same legal force with this Agreement.



ARTICLE 12. COUNTERPARTS




12.1 This Agreement is executed in duplicate with same legal effect. Party A and Party B shall each
hold one counterpart.


 


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ARTICLE 13. MISCELLANEOUS




13.1 The title and headings contained in this Agreement are for convenience of reference only and
shall not in any way affect the meaning or interpretation of any provision of this Agreement.



13.2 The Parties may enter into supplementary agreements to address any issue not covered by this
Agreement. The supplementary agreements so entered shall be an appendix hereto and shall have the
same legal effect as this Agreement.



[The remaining of this page is intentionally left blank]




 


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EXHIBIT 1 CONSIDERATION FOR OPERATION GUARANTEE




The annual fees in consideration of provision of the operational support by Party A
(“Consideration”) shall be 40% of the “profits” of Party B in such year. The “profits” of Party B
in such year should be equal to (gross revenue of Party B in such year) minus (the sales tax, sales
expenses, management fees, financial expenses and other expenses resulting from the daily operation
and outside daily operation of Party B), and such “profit” shall be the profit before paying for
other service fees as specified by the Binding Agreements. Such expenses shall be determined by
both Parties every quarter in written form, and shall be paid by Party B within three (3) months
after the accounting date.


 


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[Execution page only]




This Agreement is executed by the following Parties as of the date listed first above.



Party A: Guangzhou Boxin Investment Advisory Co., Ltd.



Seal:

Authorized Representative (Signature):




Party B: Fortune (Beijing) Qicheng Technology Co., Ltd.



Seal:

Authorized Representative (Signature):