exv4w46






EXHIBIT 4.46




Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: YC Yan (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Infinity Advertising Co., Ltd. (hereinafter
referred to as “IAD Company”), and owns 20% of IAD Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in IAD Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 200,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	IAD Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, IAD Company shall pay corresponding royalties for trademark licensed by the Pledgee
to IAD Company;
	 
	(5)	 	IAD Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, IAD Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in IAD Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for IAD Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which IAD Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when IAD Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which IAD Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when IAD Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in IAD Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from IAD Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining IAD Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under IAD
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to IAD Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of IAD Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as IAD Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for IAD
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by IAD Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that IAD Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in IAD Company.






	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or IAD Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted by the
applicable laws, exercise the right of pledge at any time it considers appropriate within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as IAD Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under IAD Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as IAD Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way IAD Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights 




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	 	 	 	under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any
other way which may harm the right of pledge enjoyed by the Pledgee
under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to IAD
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	IAD Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus
caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in IAD Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;

	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.






 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature: 

	 	/s/
	 	Authorized Representative: 
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: H Lin (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)




Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Infinity Advertising Co., Ltd. (hereinafter
referred to as “IAD Company”), and owns 20% of IAD Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in IAD Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 200,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	IAD Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, IAD Company shall pay corresponding royalties for trademark licensed by the Pledgee
to IAD Company;
	 
	(5)	 	IAD Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, IAD Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in IAD Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for IAD Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which IAD Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when IAD Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant





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	 	 	 	fees, which IAD Company shall pay to the Pledgee under the Technical Services
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement when
IAD Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in IAD Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from IAD Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining IAD Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under IAD
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to IAD Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of IAD Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as IAD Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for IAD
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by IAD Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that IAD Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in IAD Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or IAD Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License





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	 	 	Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or
obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by
the applicable laws, exercise the right of pledge at any time it considers appropriate within
the duration of the right of pledge and in a method it considers appropriate. Such methods
shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as IAD Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the




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	 	 	Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under IAD Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as IAD Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way IAD Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;




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	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to IAD
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	IAD Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its




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	 	 	performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination






	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in IAD Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions hereof. Both
Parties shall negotiate and enter into new provisions so as to replace such invalid or
unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 








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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: J Wang (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Infinity Advertising Co., Ltd. (hereinafter
referred to as “IAD Company”), and owns 20% of IAD Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in IAD Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 200,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08 (Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	IAD Company and the Pledgee entered into a “Trademark License Agreement” on 18 (Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, IAD Company shall pay corresponding royalties for trademark licensed by the Pledgee
to IAD Company;
	 
	(5)	 	IAD Company and the Pledgee entered into a “Technical Services Agreement” on 18 (Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, IAD Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in IAD Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for IAD Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which IAD Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when IAD Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which IAD Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when IAD Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in IAD Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from IAD Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining IAD Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under IAD
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to IAD Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of IAD Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as IAD Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for IAD
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by IAD Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that IAD Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in IAD Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or IAD Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as IAD Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under IAD Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as IAD Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way IAD Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights




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	 	 	 	under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to IAD
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	IAD Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in IAD Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.





 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature :

	 	/s/
	 	Authorized Representative :	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 








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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: DH Lin (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Beijing Sina Infinity Advertising Co., Ltd. (hereinafter
referred to as “IAD Company”), and owns 20% of IAD Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in IAD Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 200,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	IAD Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, IAD Company shall pay corresponding royalties for trademark licensed by the Pledgee
to IAD Company;
	 
	(5)	 	IAD Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, IAD Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in IAD Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for IAD Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which IAD Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when IAD Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which IAD Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts paid by
the Pledgee for enforcing its rights under the Technical Services Agreement when IAD
Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in IAD Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from IAD Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining IAD Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under IAD
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to IAD Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of IAD Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as IAD Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for IAD
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by IAD Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that IAD Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in IAD Company.






	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or IAD Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted by the
applicable laws, exercise the right of pledge at any time it considers appropriate within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as IAD Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under IAD Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as IAD Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way IAD Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.




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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to IAD
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	IAD Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in IAD Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: T Chen (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Beijing Sina Infinity Advertising Co., Ltd. (hereinafter
referred to as “IAD Company”), and owns 20% of IAD Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in IAD Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 200,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	IAD Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, IAD Company shall pay corresponding royalties for trademark licensed by the Pledgee
to IAD Company;
	 
	(5)	 	IAD Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, IAD Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in IAD Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for IAD Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which IAD Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when IAD Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which IAD Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts paid by
the Pledgee for enforcing its rights under the Technical Services Agreement when IAD
Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in IAD Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from IAD Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining IAD Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under IAD
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to IAD Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of IAD Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as IAD Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for IAD
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by IAD Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that IAD Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in IAD Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or IAD Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted by the
applicable laws, exercise the right of pledge at any time it considers appropriate within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as IAD Company’s shareholder;






	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under IAD Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as IAD Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way IAD Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.




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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to IAD
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	IAD Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in IAD Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature: 

	 	/s/
	 	Authorized Representative: 
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: Y Wang (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Internet Information Service Co., Ltd.
(hereinafter referred to as “ICP Company”), and owns 1.5% of ICP Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in ICP Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 300,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08 (Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	ICP Company and the Pledgee entered into a “Trademark License Agreement” on 18 (Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, ICP Company shall pay corresponding royalties for trademark licensed by the Pledgee
to ICP Company;
	 
	(5)	 	ICP Company and the Pledgee entered into a “Technical
Services Agreement” on 18 (Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, ICP Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in ICP Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for ICP Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which ICP Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when ICP Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which ICP Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when ICP Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in ICP Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from ICP Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining ICP Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under ICP
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to ICP Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of ICP Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as ICP Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for ICP
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by ICP Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that ICP Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in ICP Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or ICP Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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		 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as ICP Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under ICP Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as ICP Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way ICP Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.




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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to ICP
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	ICP Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect




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	 	 	thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in ICP Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.






 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature: 

	 	/s/
	 	Authorized Representative: 	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: DH Lin (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Internet Information Service Co., Ltd.
(hereinafter referred to as “ICP Company”), and owns 22.5% of ICP Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in ICP Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 4,500,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	ICP Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, ICP Company shall pay corresponding royalties for trademark licensed by the Pledgee
to ICP Company;
	 
	(5)	 	ICP Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, ICP Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in ICP Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for ICP Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which ICP Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when ICP Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which ICP Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when ICP Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in ICP Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from ICP Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining ICP Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under ICP
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to ICP Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of ICP Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as ICP Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for ICP
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by ICP Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that ICP Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in ICP Company.






	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or ICP Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable
laws, exercise the right of pledge at any time it considers appropriate within the duration of
the right of pledge and in a method it considers appropriate. Such methods shall include but
not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as ICP Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under ICP Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as ICP Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way ICP Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its rights under this Agreement.




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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to ICP
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	ICP Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect




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	 	 	thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in ICP Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;

	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.






 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: T Chen (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Internet Information Service Co., Ltd.
(hereinafter referred to as “ICP Company”), and owns 22.5% of ICP Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in ICP Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 4,500,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	ICP Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, ICP Company shall pay corresponding royalties for trademark licensed by the Pledgee
to ICP Company;
	 
	(5)	 	ICP Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, ICP Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in ICP Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for ICP Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which ICP Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when ICP Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which ICP Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when ICP Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in ICP Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from ICP Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining ICP Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under ICP
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to ICP Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of ICP Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as ICP Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for ICP
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by ICP Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that ICP Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in ICP Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or ICP Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable
laws, exercise the right of pledge at any time it considers appropriate within the duration of
the right of pledge and in a method it considers appropriate. Such methods shall include but
not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as ICP Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under ICP Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as ICP Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way ICP Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.




-4-









 












	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.






	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to ICP
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	ICP Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect




-5-









 






	 	 	thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in ICP Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.






	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature :

	 	/s/
	 	Authorized Representative :
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







-7-











 





Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: H Du (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Internet Information Service Co., Ltd.
(hereinafter referred to as “ICP Company”), and owns 26.75% of ICP Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in ICP Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 5,350,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	ICP Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, ICP Company shall pay corresponding royalties for trademark licensed by the Pledgee
to ICP Company;
	 
	(5)	 	ICP Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, ICP Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in ICP Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for ICP Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which ICP Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when ICP Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which ICP Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when ICP Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in ICP Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from ICP Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining ICP Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under ICP
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to ICP Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of ICP Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as ICP Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for ICP
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by ICP Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that ICP Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in ICP Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or ICP Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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		 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of
the right of pledge and in a method it considers appropriate. Such methods shall include but
not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as ICP Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under ICP Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as ICP Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way ICP Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.





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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to ICP
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	ICP Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect




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	 	 	thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in ICP Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.






 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: GM Xie (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)




Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Sina Internet Information Service Co., Ltd.
(hereinafter referred to as “ICP Company”), and owns 26.75% of ICP Company’s shares;
	 
	(2)	 	All of the Pledgor’s investments in ICP Company were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 5,350,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights
Agreement”) on 18 (Day) 08 (Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	ICP Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, ICP Company shall pay corresponding royalties for trademark licensed by the Pledgee
to ICP Company;
	 
	(5)	 	ICP Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, ICP Company shall, as the case may be, pay corresponding technology transfer fee,
technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in ICP Company and all other rights relevant
to the said share rights to the Pledgee as a collateral security for the Pledgor to pay off
all debts to the Pledgee and for ICP Company to perform its payment obligation pursuant to the
Trademark License Agreement and the Technical Services Agreement and other relevant
obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which ICP Company shall pay to the Pledgee under the Trademark License Agreement, as
well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when ICP Company
breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which ICP Company shall pay to the Pledgee under the Technical Services





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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement when
ICP Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in ICP Company and all other rights relevant
to such shares. Specifically, the Pledged Rights include but are not limited to the following
rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from ICP Company at present or
in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining ICP Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under ICP
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to ICP Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of ICP Company’s articles of association and other organizational documents
due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as ICP Company’s
articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for ICP
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by ICP Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that ICP Company’s other shareholders agree with the
Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in ICP Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or ICP Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or






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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as ICP Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under ICP Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as ICP Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way ICP Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.




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	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to ICP
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	ICP Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect




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	 	 	thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in ICP Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed
deleted from the Agreement. The deletion of such affected part shall not affect the validity
and enforceability of the other parts of such provision or that of other provisions hereof.
Both Parties shall negotiate and enter into new provisions so as to replace such invalid or
unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.









	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 31 (Day) 12 (Month) 2007 (Year):



Party A: D Duan (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)




Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Star-Village Online Cultural Development Co., Ltd.
(hereinafter referred to as “StarVI”), and owns 30% of StarVI’s shares;
	 
	(2)	 	All of the Pledgor’s investments in StarVI were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 31 (Day) 12
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	StarVI Company and the Pledgee entered into a “Trademark License Agreement” on 31
(Day) 12 (Month) 2007 (Year), and according to the Trademark License
Agreement, StarVI Company shall pay corresponding royalties for trademark licensed by the
Pledgee to StarVI Company;
	 
	(5)	 	StarVI Company and the Pledgee entered into a “Technical Services Agreement” on 31
(Day) 12 (Month) 2007 (Year), and according to the Technical Service
Agreement, StarVI Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in StarVI Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for StarVI Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which StarVI Company shall pay to the Pledgee under the Trademark License Agreement,
as well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when StarVI
Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which StarVI Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement when
StarVI Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in StarVI Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from StarVI Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining StarVI Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under StarVI
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to StarVI Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of StarVI Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as StarVI
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for StarVI
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by StarVI Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that StarVI Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in StarVI Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or StarVI Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as StarVI Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under StarVI Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as StarVI Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way StarVI Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its rights 




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	 	 	under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to StarVI
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	StarVI Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in StarVI Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.





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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed
deleted from the Agreement. The deletion of such affected part shall not affect the validity
and enforceability of the other parts of such provision or that of other provisions hereof.
Both Parties shall negotiate and enter into new provisions so as to replace such invalid or
unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.








	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 31 (Day) 12 (Month) 2007 (Year):



Party A: XY Yi (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Beijing Star-Village Online Cultural Development Co., Ltd.
(hereinafter referred to as “StarVI”), and owns 30% of StarVI’s shares;
	 
	(2)	 	All of the Pledgor’s investments in StarVI were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 31 (Day) 12
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	StarVI Company and the Pledgee entered into a “Trademark License Agreement” on 31
(Day) 12 (Month) 2007 (Year), and according to the Trademark License
Agreement, StarVI Company shall pay corresponding royalties for trademark licensed by the
Pledgee to StarVI Company;
	 
	(5)	 	StarVI Company and the Pledgee entered into a “Technical Services Agreement” on 31
(Day) 12 (Month) 2007 (Year), and according to the Technical Service
Agreement, StarVI Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in StarVI Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for StarVI Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which StarVI Company shall pay to the Pledgee under the Trademark License Agreement,
as well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when StarVI
Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which StarVI Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement when
StarVI Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in StarVI Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from StarVI Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining StarVI Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under StarVI
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to StarVI Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of StarVI Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as StarVI
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for StarVI
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by StarVI Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that StarVI Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in StarVI Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or StarVI Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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	 	 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as StarVI Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




-3-









 






	 	 	securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under StarVI Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as StarVI Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way StarVI Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights




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	 	 	 	under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to StarVI
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	StarVI Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in StarVI Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both
Parties shall negotiate and enter into new provisions so as to replace such invalid or
unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten
Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 31 (Day) 12 (Month) 2007 (Year):



Party A: SB Li (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:





	(1)	 	The Pledgor is a shareholder of Beijing Star-Village Online Cultural Development Co., Ltd.
(hereinafter referred to as “StarVI”), and owns 40% of StarVI’s shares;
	 
	(2)	 	All of the Pledgor’s investments in StarVI were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 4,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 31 (Day) 12 (Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	StarVI Company and the Pledgee entered into a “Trademark License Agreement” on 31 (Day) 12 (Month) 2007 (Year), and according to the Trademark License
Agreement, StarVI Company shall pay corresponding royalties for trademark licensed by the
Pledgee to StarVI Company;
	 
	(5)	 	StarVI Company and the Pledgee entered into a “Technical Services Agreement” on 31 (Day) 12 (Month) 2007 (Year), and according to the Technical Service
Agreement, StarVI Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in StarVI Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for StarVI Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.




Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which StarVI Company shall pay to the Pledgee under the Trademark License Agreement,
as well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Trademark License Agreement when StarVI
Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which StarVI Company shall pay to the Pledgee under the Technical Services




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	 	 	 	Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement
when StarVI Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in StarVI Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from StarVI Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining StarVI Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under StarVI
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to StarVI Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of StarVI Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as StarVI
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for StarVI
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by StarVI Company to the Pledgor evidencing that
the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that StarVI Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in StarVI Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or StarVI Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License Agreement or the Technical Services Agreement, or the Pledgor breaches its responsibilities or




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		 	obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as StarVI Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other




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	 	 	securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under StarVI Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as StarVI Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way StarVI Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights




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	 	 	 	under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to StarVI
Company; is the only holder of the Pledged Rights; and has lawful, complete and full
ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	StarVI Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its performance of its corresponding obligations hereunder, until the Defaulting Party has stopped




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	 	 	its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in StarVI Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.




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	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.





 
	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):




Party A: HX Yan (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Guangzhou Media Message Technologies Co., Ltd. (hereinafter
referred to as “Xunlong”), and owns 40% of Xunlong’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Xunlong were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 4,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Xunlong Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, Xunlong Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Xunlong Company;
	 
	(5)	 	Xunlong Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, Xunlong Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Xunlong Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Xunlong Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Xunlong Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Xunlong Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant




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	 	 	 	fees, which Xunlong Company shall pay to the Pledgee under the Technical
Services Agreement, as well as all expenditures (including the lawyer’s fee) and other
amounts paid by the Pledgee for enforcing its rights under the Technical Services
Agreement when Xunlong Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Xunlong Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Xunlong Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Xunlong Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Xunlong
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Xunlong Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Xunlong Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Xunlong
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Xunlong
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Xunlong Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Xunlong Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Xunlong Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Xunlong Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License




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	 	 	Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or
obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Xunlong Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the




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	 	 	Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Xunlong Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Xunlong Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Xunlong Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;




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	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Xunlong Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Xunlong Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its




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	 	 	performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Xunlong Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.





	 	 	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	 
	 	Authorized Representative:
	 	/s/	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 







-7-











 





Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):




Party A: B Luo (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Guangzhou Media Message Technologies Co., Ltd. (hereinafter
referred to as “Xunlong”), and owns 30% of Xunlong’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Xunlong were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Xunlong Company and the Pledgee entered into a “Trademark License Agreement” on 18 (Day)
08 (Month) 2007 (Year), and according to the Trademark License
Agreement, Xunlong Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Xunlong Company;
	 
	(5)	 	Xunlong Company and the Pledgee entered into a “Technical Services Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, Xunlong Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Xunlong Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Xunlong Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Xunlong Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Xunlong Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment
assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant




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	 	 	 	fees, which Xunlong Company shall pay to the Pledgee under the Technical
Services Agreement, as well as all expenditures (including the lawyer’s fee) and other
amounts paid by the Pledgee for enforcing its rights under the Technical Services
Agreement when Xunlong Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Xunlong Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Xunlong Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Xunlong Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Xunlong
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Xunlong Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Xunlong Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Xunlong
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Xunlong
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Xunlong Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Xunlong Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Xunlong Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Xunlong Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License 




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	 	 	Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or
obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Xunlong Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the




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	 	 	Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Xunlong Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Xunlong Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Xunlong Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;




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	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Xunlong Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Xunlong Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its




-5-









 






	 	 	performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.
	 
	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Xunlong Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.





	 	 	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	 	 	Authorized Representative:
	 	/s/	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: B Lin (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Guangzhou Media Message Technologies Co., Ltd. (hereinafter
referred to as “Xunlong”), and owns 30% of Xunlong’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Xunlong were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on  18  (Day) 08 
(Month)  2007  (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Xunlong Company and the Pledgee entered into a “Trademark License Agreement” on  18 
(Day) 08  (Month)  2007  (Year), and according to the Trademark License
Agreement, Xunlong Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Xunlong Company;
	 
	(5)	 	Xunlong Company and the Pledgee entered into a “Technical Services Agreement” on  18 
(Day) 08  (Month)  2007  (Year), and according to the Technical Service
Agreement, Xunlong Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Xunlong Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Xunlong Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Xunlong Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Xunlong Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant




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	 	 	 	fees, which Xunlong Company shall pay to the Pledgee under the Technical Services
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Technical Services Agreement when
Xunlong Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Xunlong Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Xunlong Company at present
or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Xunlong Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Xunlong
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Xunlong Company’s articles of
association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Xunlong Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Xunlong
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Xunlong
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Xunlong Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Xunlong Company’s other shareholders agree with
the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Xunlong Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Xunlong Company fails to perform its payment
obligation or other relevant obligations to the Pledgee under the Trademark License




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	 	 	Agreement or the Technical Services Agreement, or the Pledgor breaches its responsibilities or
obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Xunlong Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise
of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security
	 
	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the




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	 	 	Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.






	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Xunlong Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Xunlong Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Xunlong Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created
under this Agreement;
	 
	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;




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	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Xunlong Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Xunlong Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or
unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its




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	 	 	performance of its corresponding obligations hereunder, until the Defaulting Party has stopped its
breach of contract, taken adequate, effective and timely measures to eliminate the effect thus
caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Xunlong Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous
	 
	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.




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	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: B Wang (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Shenzhen Wangxing Technology Co., Ltd. (hereinafter referred
to as “Wangxing”), and owns 40% of Wangxing’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Wangxing were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 4,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18  (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Wangxing Company and the Pledgee entered into a
“Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, Wangxing Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Wangxing Company;
	 
	(5)	 	Wangxing Company and the Pledgee entered into a “Technical Services Agreement” on 18
 (Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, Wangxing Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Wangxing Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Wangxing Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Wangxing Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Wangxing Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment




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	 	 	 	assignment fee and/or equipment rental, etc., the liquidated damages and other relevant fees,
which Wangxing Company shall pay to the Pledgee under the Technical Services Agreement,
as well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Technical Services Agreement when Wangxing
Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Wangxing Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Wangxing Company at
present or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Wangxing Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Wangxing
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Wangxing Company’s articles
of association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Wangxing Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Wangxing
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Wangxing
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Wangxing Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Wangxing Company’s other shareholders agree
with the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Wangxing Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Wangxing Company fails to perform its
payment




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	 	 	obligation or other relevant obligations to the Pledgee under the Trademark License Agreement or
the Technical Services Agreement, or the Pledgor breaches its responsibilities or obligations
under this Agreement, the Pledgee shall be entitled to, within a scope permitted by the
applicable laws, exercise the right of pledge at any time it considers appropriate within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Wangxing Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security




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	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Wangxing Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Wangxing Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Wangxing Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created




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	 	 	 	under this Agreement;






	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Wangxing Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Wangxing Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or




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	 	 	unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then the
Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Wangxing Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous




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	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 





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Share Pledge Agreement



This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):




Party A: SL Zhang (hereinafter referred to as the “Pledgor”)




ID No.:




Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing




Whereas:





	(1)	 	The Pledgor is a shareholder of Shenzhen Wangxing Technology Co., Ltd. (hereinafter referred
to as “Wangxing”), and owns 30% of Wangxing’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Wangxing were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08 (Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Wangxing Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, Wangxing Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Wangxing Company;
	 
	(5)	 	Wangxing Company and the Pledgee entered into a “Technical Services Agreement” on 18 (Day) 08 (Month) 2007 (Year), and according to the Technical Service
Agreement, Wangxing Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Wangxing Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Wangxing Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:





	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Wangxing Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Wangxing Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment




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	 	 	 	assignment fee and/or equipment rental, etc., the liquidated damages and other
relevant fees, which Wangxing Company shall pay to the Pledgee under the Technical
Services Agreement, as well as all expenditures (including the lawyer’s fee) and other
amounts paid by the Pledgee for enforcing its rights under the Technical Services
Agreement when Wangxing Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Wangxing Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Wangxing Company at
present or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Wangxing Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Wangxing
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Wangxing Company’s articles
of association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Wangxing Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Wangxing
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Wangxing
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Wangxing Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Wangxing Company’s other shareholders agree
with the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Wangxing Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Wangxing Company fails to perform its
payment




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	 	 	obligation or other relevant obligations to the Pledgee under the Trademark License Agreement
or the Technical Services Agreement, or the Pledgor breaches its responsibilities or
obligations under this Agreement, the Pledgee shall be entitled to, within a scope permitted
by the applicable laws, exercise the right of pledge at any time it considers appropriate
within the duration of the right of pledge and in a method it considers appropriate. Such
methods shall include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Wangxing Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security




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	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Wangxing Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Wangxing Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Wangxing Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created




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	 	 	 	under this Agreement;






	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Wangxing Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Wangxing Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or




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	 	 	unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then
the Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Wangxing Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;
	 
	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous




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	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.





	 	 	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	 	 	SINA.com Technology (China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	 	 	Authorized Representative:
	 	/s/	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







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Share Pledge Agreement




This Share Pledge Agreement is entered into in Haidian District, Beijing between the following
parties on 18 (Day) 08 (Month) 2007 (Year):



Party A: W Li (hereinafter referred to as the “Pledgor”)



ID No.:



Party B: SINA.com Technology (China) Co., Ltd. (hereinafter referred to as the “Pledgee”)



Address: Room 1506, Ideal Plaza, 58 Bei Si Huan Xi Road, Haidian District, Beijing



Whereas:




	(1)	 	The Pledgor is a shareholder of Shenzhen Wangxing Technology Co., Ltd. (hereinafter referred
to as “Wangxing”), and owns 30% of Wangxing’s shares;
	 
	(2)	 	All of the Pledgor’s investments in Wangxing were sourced from the loan(s) provided by the
Pledgee to the Pledgor in accordance with an agreement between the Pledgor and the Pledgee
regarding the aforesaid loan(s) (hereinafter referred to as the “Loan Agreement”), the Pledgor
bears RMB 3,000,000 Yuan of debt to the Pledgee;
	 
	(3)	 	The Pledgor and the Pledgee entered into an Agreement on Authorization to Exercise
Shareholder’s Voting Power (the “Share Rights Agreement”) on 18 (Day) 08
(Month) 2007 (Year), and according to the Share Rights Agreement, in the case that
the Pledgor breaches the Share Rights Agreement, the Pledgor shall pay liquidated damages;
	 
	(4)	 	Wangxing Company and the Pledgee entered into a “Trademark License Agreement” on 18
(Day) 08 (Month) 2007 (Year), and according to the Trademark License
Agreement, Wangxing Company shall pay corresponding royalties for trademark licensed by the
Pledgee to Wangxing Company;
	 
	(5)	 	Wangxing Company and the Pledgee entered into a “Technical Services Agreement” on  18
 (Day) 08  (Month)  2007  (Year), and according to the Technical Service
Agreement, Wangxing Company shall, as the case may be, pay corresponding technology transfer
fee, technology license fee, technical service fee, equipment assignment fee and/or equipment
rental, etc. to the Pledgee;
	 
	(6)	 	The Pledgor agrees to pledge all of its shares in Wangxing Company and all other rights
relevant to the said share rights to the Pledgee as a collateral security for the Pledgor to
pay off all debts to the Pledgee and for Wangxing Company to perform its payment obligation
pursuant to the Trademark License Agreement and the Technical Services Agreement and other
relevant obligations; the Pledgee agrees to accept such security.





Therefore, both parties agree as follows after equal and friendly negotiations:




	1	 	Interpretation and Definitions
	 
	1.1	 	In this Agreement, unless otherwise specified in the context, the following terms shall be
interpreted according to their respective meanings defined in the following clauses.
	 
	1.2	 	Secured Debts: shall mean the following debts:






	 	1.2.1	 	all the principal, interest, overdue interest, liquidated damages, indemnities
which the Pledgor shall pay to the Pledgee under the Loan Agreement, as well as all
expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee for
enforcing its rights under the Loan Agreement when the Pledgor breaches the Agreement;
	 
	 	1.2.2	 	all liquidated damages which the Pledgor shall pay to the Pledgee under the Share
Rights Agreement, the interest of the liquidated damages, the overdue interest, as well
as all expenditures (including the lawyer’s fee) and other amounts paid by the Pledgee
for enforcing its rights under the Share Rights Agreement when the Pledgor breaches the
Share Rights Agreement;
	 
	 	1.2.3	 	all royalties for trademark license, the liquidated damages and other relevant
fees which Wangxing Company shall pay to the Pledgee under the Trademark License
Agreement, as well as all expenditures (including the lawyer’s fee) and other amounts
paid by the Pledgee for enforcing its rights under the Trademark License Agreement when
Wangxing Company breaches the Agreement;
	 
	 	1.2.4	 	the technology transfer fee, technology license fee, technical service fee,
equipment




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	 	 	 	assignment fee and/or equipment rental, etc., the liquidated damages and other relevant fees,
which Wangxing Company shall pay to the Pledgee under the Technical Services Agreement,
as well as all expenditures (including the lawyer’s fee) and other amounts paid by the
Pledgee for enforcing its rights under the Technical Services Agreement when Wangxing
Company breaches the Technical Services Agreement.






	1.3	 	Pledged Rights: shall mean the Pledgor’s shares in Wangxing Company and all other rights
relevant to such shares. Specifically, the Pledged Rights include but are not limited to the
following rights:






	 	1.3.1	 	all dividends, profit distributions, extra dividends, allocated shares and any
other kind of funds relevant to the Pledged Rights, as well as corresponding rights and
interests, which the Pledgor shall be entitled to receive from Wangxing Company at
present or in the future;
	 
	 	1.3.2	 	the rights enjoyed by the Pledgor in determining Wangxing Company’s operational
guidelines, investment plans and other major matters as well as on electing and changing
directors and supervisors, which are corresponding to the Pledged Rights it holds;
	 
	 	1.3.3	 	all interests warranted, confirmed and promised by other parties under Wangxing
Company’s articles of association and other organizational documents to the Pledgor;
	 
	 	1.3.4	 	the Pledgor’s right of claiming against any party to Wangxing Company’s articles
of association or any other organizational document for compensation due to any breach;
	 
	 	1.3.5	 	the Pledgor’s right of consenting to or opposing the rescission, amendment or
termination of Wangxing Company’s articles of association and other organizational
documents due to the Pledged Rights it holds;
	 
	 	1.3.6	 	Other powers and rights relevant to the Pledged Rights, which the Pledgor is
entitled to according to relevant laws and regulations of China as well as Wangxing
Company’s articles of association and other organizational documents.






	2	 	Pledge of Stock Rights
	 
	2.1	 	The Pledgor warrants that it will, pursuant to the Loan Agreement and the Share Rights
Agreement, pays off relevant debts to the Pledgee, and meanwhile provide guaranty for Wangxing
Company to perform the payment obligation and other relevant obligations under the Trademark
License Agreement and the Technical Services Agreement. Therefore, the Pledgor agrees to
pledge the Pledged Rights to the Pledgee.
	 
	2.2	 	The Pledgor shall, on the date of execution of this Agreement, submit to the Pledgee the
following documents:






	 	2.2.1	 	the investment certificate issued by Wangxing Company to the Pledgor evidencing
that the Pledgor lawfully holds the Pledged Stock Rights;
	 
	 	2.2.2	 	the written documents showing that Wangxing Company’s other shareholders agree
with the Pledgor on establishing the pledge of share rights under this Agreement;
	 
	 	2.2.3	 	all other materials and documents reasonably required by the Pledgee.






	2.3	 	The Pledgor shall deliver the capital contribution certificate to the Pledgee on the date of
effectiveness of this Agreement, and go through the procedures for record of modification of
the share register in Wangxing Company.
	 
	3	 	Scope of Security
	 
	3.1	 	The scope of security of the Pledged Stock Rights under this Agreement shall cover:






	 	3.1.1	 	the Secured Debts as defined in Article 1.2 of this Agreement;
	 
	 	3.1.2	 	the expenditures paid by the Pledgee for enforcing its right of pledge under this
Agreement.






	4	 	Term of Right of Pledge
	 
	4.1	 	The valid duration of the right of pledge which the Pledgee enjoys under this Agreement shall
commence on the effectiveness date of this Agreement until the three-year anniversary of the
date when the last sum of guaranteed debt is due.
	 
	5	 	Exercise of the Right of Pledge
	 
	5.1	 	In the event that the Pledgor fails to pay off its debts under the Loan Agreement or the
Share Rights Agreement to the Pledgee on time, or Wangxing Company fails to perform its
payment




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	 	 	obligation or other relevant obligations to the Pledgee under the Trademark License Agreement or
the Technical Services Agreement, or the Pledgor breaches its responsibilities or obligations
under this Agreement, the Pledgee shall be entitled to, within a scope permitted by the
applicable laws, exercise the right of pledge at any time it considers appropriate within the
duration of the right of pledge and in a method it considers appropriate. Such methods shall
include but not be limited to:






	 	5.1.1	 	negotiating with the Pledgor on paying off the Secured Debts by transferring to
the Pledgee the Pledged Rights;
	 
	 	5.1.2	 	selling off the Pledged Rights, and paying off the Secured Debts with the proceeds
from the sale;
	 
	 	5.1.3	 	retaining a competent institution to auction total or partial Pledged Rights;
and/or
	 
	 	5.1.4	 	disposing of the Pledged Rights by taking other appropriate measures permitted by
the applicable laws.






	5.2	 	In the process when the Pledgee disposes of the Pledged Rights according to the preceding
paragraph, the Pledgee shall be entitled to:






	 	5.2.1	 	substitute the Pledgor to exercise the powers or rights relevant to the Pledged
Rights as Wangxing Company’s shareholder;
	 
	 	5.2.2	 	pay necessary money for exercising any power or right imposed by this Agreement or
the law upon the Pledgee;
	 
	 	5.2.3	 	exercise in a way it considers appropriate or permit other person to exercise any
power or right under the Pledged Rights;
	 
	 	5.2.4	 	recover or claim the money payable to the Pledgor arising from the Pledged Rights
for paying off the Secured Debts;
	 
	 	5.2.5	 	with respect to claim by any person for the rights relevant to the Pledged Rights
in any respect, make settlement, reach reconciliation, resort to arbitration or
litigation proceedings or seek any other measures it considers appropriate;
	 
	 	5.2.6	 	take all other actions permitted by law for the purpose of enforcing any of its
rights under this Agreement.






	5.3	 	At the Pledgee’s request, the Pledgor must assist the Pledgee in obtaining all necessary
approvals or consents relevant to the Pledgee’s enforcement of its credit rights and the right
of pledge.
	 
	5.4	 	Within the duration of the right of pledge, the Pledgee shall be entitled to collect the
legal fruits of the Pledged Rights.
	 
	5.5	 	All the money collected by the Pledgee from the exercise of its right of pledge (including
but not limited to the price obtained from disposing of the Pledged Rights and any proceeds
derived from the Pledged Rights) shall be put into use in the following order on the premise
of not violating other clauses of this Agreement:






	 	5.5.1	 	It shall be at first used to pay all the expenses incurred to the Pledgee due to
exercise of the right of pledge and/or other rights under this Agreement;
	 
	 	5.5.2	 	Then, it shall be used by the Pledgee to pay off the Secured Debts according to
law;
	 
	 	5.5.3	 	If there is still remaining amount after the Secured Debts are paid off, the said
amount shall be paid to the Pledgor or the person who is entitled to receive it, with no
interest being paid.






	6	 	Rescission of the Right of Pledge
	 
	6.1	 	If, at any time within the effective duration of the right of pledge, the secured debts are
fully paid off, and the Pledgor no longer bears any obligation or liability under this
Agreement, the Pledgee’s right of pledge under this Agreement shall be extinct on the date
when all the Secured Debts are paid off. In such a case, at the Pledgor’s request, the Pledgee
shall execute the written documents on the pledge of shares created under this Agreement and
deliver them to the Pledgor, or assist the Pledgor in going through other procedures for
rescinding the pledge of shares under this Agreement.
	 
	6.2	 	Unless otherwise prescribed in the preceding paragraph, the pledge of shares under this
Agreement shall not be rescinded without the Pledgee’s prior written consent.
	 
	7	 	Nature of Security




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	7.1	 	The guaranty under this Agreement shall not be affected by other guaranties held by the
Pledgee regarding the Secured Debts, and shall not affect the effectiveness of those other
securities, either.
	 
	7.2	 	Neither the security nor the Pledgee’s rights under this Agreement shall be rescinded or
affected due to any of the following circumstances:






	 	7.2.1	 	the Pledgee’s offering a grace period to, rescission or mitigation of any person’s
debts at any time;
	 
	 	7.2.2	 	any amendment, modification or supplement to the Loan Agreement, the Share Rights
Agreement, the Trademark License Agreement and/or the Technical Services Agreement;
	 
	 	7.2.3	 	any disposal, modification or rescission of any other guaranty of the relevant
secured debts;
	 
	 	7.2.4	 	reconciliation reached on the claims raised by any person between the Pledgee and
such person;
	 
	 	7.2.5	 	any delay, act, nonfeasance or mistake arising out of the Pledgee’s exercise of
its rights;
	 
	 	7.2.6	 	any circumstance which the Loan Agreement, the Share Rights Agreement, the
Trademark License Agreement and/or the Technical Services Agreement or the performance
thereof are considered ineffective; or
	 
	 	7.2.7	 	any other event which might otherwise affect the Pledgor’s obligations under this
Agreement.






	8	 	Public Notarial Procedures
	 
	8.1	 	After the effectiveness of this Agreement, the Pledgor shall, at the Pledgee’s request,
cooperate with the Pledgee in going together to lawful public notary office to go through the
notarial procedures as required by this Agreement, and shall provide all necessary cooperation
as per the public notary office’s requirements.
	 
	8.2	 	All expenses incurred from the above mentioned notarial procedures shall be solely borne by
the Pledgee.
	 
	9	 	Special Provisions
	 
	9.1	 	Without the Pledgee’s prior written consent, the Pledgor shall not assign any right it may
enjoy under this Agreement or any obligation it shall bear hereunder to any other party.
	 
	9.2	 	The Pledgee shall be entitled to assign any of its rights or obligations under this Agreement
to any third party at any time without being consented by the Pledgor. In such a case, the
Pledgor shall unconditionally cooperate with the Pledgee in going through relevant procedures
for assignment of the rights and obligations, including but not limited to execution of
relevant agreement on change of contractual parties.
	 
	9.3	 	After the procedures for pledge of the shares under this Agreement are completed, unless the
Pledgee makes a reverse decision and informs the Pledgor, the Pledgor shall be obligated to
continue abiding by the legal provisions concerning the Pledged Rights, performing all rights
and obligations relevant to the Pledged Rights (including but not limited to exercising all
its powers and rights relevant to the Pledged Rights under Wangxing Company’s articles of
association), and fulfilling the prudence and credibility obligations which a shareholder
shall fulfill.
	 
	9.4	 	The Pledgee shall bear no obligation or legal liability for the Pledged Rights, nor does it
have to perform any obligation that the Pledgor shall bear for the Pledged Rights. Without
prejudice to the Pledgee’s rights under this Agreement, the Pledgee shall bear no obligation
or legal liability to others for the Pledged Rights under this Agreement.
	 
	9.5	 	The Pledgor must timely notify the Pledgee of any event that might affect the Pledged Stock
Rights or the value of the Pledged Stock Rights or might impede the Pledgor from performing
its rights as Wangxing Company’s shareholder or harm or delay its performing such rights.
	 
	9.6	 	Without the Pledgee’s prior consent, the Pledgor may not conduct any of the following acts:






	 	9.6.1	 	Amending or modifying in any other way Wangxing Company’s articles of association;
	 
	 	9.6.2	 	Establishing any further guaranty on the Pledged Rights beside the pledge created




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	 	 	 	under this Agreement;






	 	9.6.3	 	Disposing of any interest of the Pledged Rights in any way;
	 
	 	9.6.4	 	Conducting any act that might harm the Pledgee’s Pledged Rights or any of its
rights under this Agreement.






	9.7	 	Without the Pledgee’s written consent, the Pledgor shall not have the Pledged Rights
transferred or re-pledged, or dispose of the Pledged Rights in any other way which may harm
the right of pledge enjoyed by the Pledgee under this Agreement.
	 
	10	 	Representations, Commitments and Warranties
	 
	10.1	 	The pledgor hereby makes representations, commitments and warranties to the Pledgee as
follows:






	 	10.1.1	 	The Pledgor has lawful eligibility and necessary power to conclude this Agreement and
is able to entirely perform any of its obligations under this Agreement;
	 
	 	10.1.2	 	The Pledgor has lawfully performed its obligation of contributing investments to
Wangxing Company; is the only holder of the Pledged Rights; and has lawful, complete and
full ownership over all the Pledged Rights under this Agreement;
	 
	 	10.1.3	 	Wangxing Company’s shareholders’ meeting has adopted a resolution on consenting to the
pledge of shares pursuant to this Agreement;
	 
	 	10.1.4	 	Except the pledge established in this Agreement, the Pledgor has not established or
permitted others to establish any security right on the Pledged Rights without the
Pledgee’s prior written consent; the Pledged Rights are involved in no ownership dispute,
are not distained or limited in other legal proceedings, but may be pledged and
transferred according to the applicable laws;
	 
	 	10.1.5	 	There is neither existing or pending litigation, arbitration or administrative
proceedings against the Pledged Rights and/or the Pledgor nor any such threat;
	 
	 	10.1.6	 	The Pledgor’s execution of this Agreement, exercise of the rights under this Agreement,
or performance of the obligations under this Agreement will not violate any document or
legal provision applicable to the Pledgor or its properties;
	 
	 	10.1.7	 	The pledge created under this Agreement constitutes an effective security of the
secured debts, may be implemented according to its clauses, and shall not be restricted
by any other’s rights, interests or claims at a preferential or equal status;
	 
	 	10.1.8	 	All documents delivered by the Pledgor to the Pledgee and relevant to this Agreement
are authentic, complete and accurate in all substantive aspects, and there is no omission
that might cause any information in such documents to be in any way incorrect or
misleading;
	 
	 	10.1.9	 	This Agreement constitutes lawful, effective and binding obligations to the Pledgor,
and may be subject to compulsory enforcement according to its clauses upon application.






	10.2	 	The Pledgee hereby makes representations, commitments and warranties to the Pledgor:






	 	10.2.1	 	The Pledgee is a lawfully established and validly existing limited liability company,
has the right to conclude this Agreement and is able to perform its obligations under
this Agreement.
	 
	 	10.2.2	 	The Pledgee has obtained all authorizations and consents for executing and performing
this Agreement.






	11	 	Breach Liability
	 
	11.1	 	If Party A or Party B (each, a “Party”) directly or indirectly violates any provision
hereunder or fails to perform or fails to timely and fully perform any of its obligations
hereunder and thus constitutes a breach of this Agreement, the non-defaulting Party (the
“Non-Defaulting Party”) shall have the right to send a written notification requiring the
defaulting Party (the “Defaulting Party”) to make corrections, take adequate, effective and
timely measures to eliminate the effect thus caused, and indemnify the Non-Defaulting Party
any losses suffered from the Defaulting Party’s breach of contract.
	 
	11.2	 	Upon occurrence of any breach of contract, if the Non-Defaulting Party, based on reasonable
and objective judgment, believes that such breach of contract has caused it impossible or




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	 	 	unfair for the Non-Defaulting Party to perform its corresponding obligations hereunder, then the
Non-Defaulting Party may notify the Defaulting Party in writing that it will suspend its
performance of its corresponding obligations hereunder, until the Defaulting Party has stopped
its breach of contract, taken adequate, effective and timely measures to eliminate the effect
thus caused, and indemnified the Non-Defaulting Party any losses suffered from the Defaulting
Party’s breach of contract.






	11.3	 	The Non-Defaulting Party’s losses to be indemnified by the Defaulting Party due to its breach
of contract shall include the direct economic losses suffered by the Non-Defaulting Party due
to the breach of contract and any expectable indirect losses and additional fees and costs,
including but not limited to the lawyer’s fee, legal cost, arbitration cost, financial cost
and travel cost, etc.
	 
	12	 	Force Majeure
	 
	12.1	 	A Force Majeure Event refers to any event uncontrollable, unpredictable, or unavoidable even
predicted by the Parties hereunder, which interferes, affects or delays any Party’s
performance of the whole or part of its obligations hereunder. Such events shall include,
without limitation, the government’s act, acts of God, war, hacker’s attack or any other
similar event.
	 
	12.2	 	Any Party suffering from a Force Majeure Event may suspend its performance of its relevant
obligations hereunder thus prevented, without having to undertake any liability for breach of
contract, until the effect of such Force Majeure Event is eliminated. However, such affected
Party shall try its best to overcome such Force Majeure Event and reduce its adverse effect.
	 
	12.3	 	The Party affected by a Force Majeure Event shall provide the other Party with a legal
certificate issued by the local notary public (or any other competent organ) for certifying
such Force Majeure Event; otherwise, the other Party may request it to undertake breach
liability according to this Agreement.
	 
	13	 	Effectiveness, Amendment and Termination
	 
	13.1	 	This Agreement shall become effective upon the satisfaction of the following conditions:






	 	13.1.1	 	The pledgor and the Pledgee have formally executed this Agreement;
	 
	 	13.1.2	 	The pledge of the shares under this Agreement has been recorded in Wangxing Company’s
register of shareholders.






	13.2	 	Both parties may, after negotiations, amend this Agreement in the form of a written agreement
at any time.
	 
	13.3	 	This Agreement shall be terminated when any of the following circumstances arises:






	 	13.3.1	 	The duration of the right of pledge has elapsed;
	 
	 	13.3.2	 	Both parties rescind the pledge of the shares under this Agreement according to the
clause of “Rescission of the Right of Pledge” in this Agreement;






	 	13.3.3	 	The Pledgee and the Pledgor agree after negotiations to terminate this Agreement;
	 
	 	13.3.4	 	The Pledgee unilaterally consents on terminating this Agreement in advance.






	13.4	 	The early termination of this Agreement shall not affect either party’s rights or obligations
accrued under this Agreement prior to the date when this Agreement was early terminated.
	 
	14	 	Dispute Settlement
	 
	14.1	 	Any dispute arising out of interpretation or performance hereof shall be settled through
friendly negotiation between the Parties.
	 
	14.2	 	If such negotiation fails, both Parties shall submit such dispute to China International
Economic and Trade Arbitration Commission for arbitration according its current arbitration
rules. The place of arbitration shall be Beijing, and the language of arbitration shall be
Chinese. The arbitration award shall be final and binding on both Parties.
	 
	14.3	 	The formation, effectiveness, performance and interpretation hereof as well as dispute
settlement shall be governed by the laws of the People’s Republic of China.
	 
	15	 	Miscellaneous




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	15.1	 	This Agreement is executed in triplicate, with each Party holding one, one copy for notary,
all of which shall be of the same legal effect.
	 
	15.2	 	The headings used in this Agreement are for convenience only, and shall not affect the
interpretation of any provision hereof.
	 
	15.3	 	Both Parties may modify and supplement this Agreement through written agreements. Such
written agreement of modification or supplementation executed by both Parties shall constitute
a part of, and be of the same legal effect as, this Agreement.
	 
	15.4	 	If any provision hereunder is held invalid or unenforceable in whole or in part due to
violating laws or regulations or any other reason, the affected part of such provision shall
be deemed deleted from the Agreement. The deletion of such affected part shall not affect the
validity and enforceability of the other parts of such provision or that of other provisions
hereof. Both Parties shall negotiate and enter into new provisions so as to replace such
invalid or unenforceable provision.
	 
	15.5	 	Unless otherwise provided, any Party’s failure or delay in exercising any right, power or
privilege shall not be deemed as a waiver of such right, power or privilege. Any single or
partial exercise of any right, power or privilege shall not preclude exercise of any other
right, power or privilege.
	 
	15.6	 	This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersede any and all previous or simultaneous oral and written
agreements, understandings and communication between the Parties relating to such subject
matter. Unless otherwise expressly provided herein, there shall not be any other express or
implied obligations or undertakings between the Parties.
	 
	15.7	 	This Agreement shall be binding upon both parties and their respective successors and
qualified assignees.
	 
	15.8	 	Any other matters not contemplated hereunder shall be subject to further negotiation between
the Parties.







	 	 	 	 	 	 	 	 	 
	Shareholder	 	 	 	SINA.com Technology
(China) Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	Handwritten Signature:

	 	/s/
	 	Authorized Representative:
	 	/s/
	 	 
	 

	 	 
	 	 	 	 	 	 






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