Business Operation Agreement



 EXHIBIT 4.145 
 Business Operation Agreement 
 between 
 Ebay Each Internet Information Service (Shanghai) Co. Ltd. 
 Beijing Yi Lian
Tong He Information Technology Co., Ltd 
 Wan Hua 
 and 
 Wei Hong Jun 







 Business Operations Agreement 
 This Business Operations Agreement is executed by and among the following parties on the date of Feb 1, 2007 
  

			
	 Party A:
	 	Ebay Each Internet Information Service (Shanghai) Co. Ltd.
	 Address:
	 	Floor 12, Laifushi Plaza, No. 268, Xizang Middle Road, Shanghai
		
	 Party B:
	 	Beijing Yi Lian Tong He Information Technology Co., Ltd
	 Address:
	 	Room 606, Building C, No. 18, South Xi Huan Road, Beijing economic and technology development area, Beijing
		
	 Party C:
	 	Wan Hua
	 ID Number:
	 	110106196207281812
	 Address:
	 	No. 1303, Building 502, Xicui Road, Haidian District, Beijing
		
	 Party D:
	 	Wei Hong Jun
	 ID Number:
	 	452701197505200510
	 Address:
	 	No. 32, Hechi Street, Hechi Town, Hechi City, Guangxi Province

 WHEREAS: 
  

	1.	Party A is a wholly foreign-owned enterprise established in the People’s Republic of China (hereinafter abbreviated the “PRC”); 

  

	2.	Party B, a wholly domestic-invested company registered in the PRC, is licensed by Beijing Communications Administration Bureau to engage in the business of the Internet information
provision service; 

  

	3.	A business relationship has been established between Party A and Party B by executing an Exclusive Technical and Consulting Services Agreement; 

  

	4.	According to the Exclusive Technical and Consulting Services Agreement, Party B shall make a payment to Party A, so the daily operation of Party B will materially impact its
capacity of payment to Party A.; 

  

	5.	Party C, a shareholder of Party B, owns 50% of the equity in Party B; 

  

	6.	Party D, a shareholder of Party B, owns 50% of the equity in Party B; 

  

	7.	Party A, Party B, Party C and Party D herein agree to further confirm the relevant matters regarding the business operation of Party B. 

 WHEREAS, each party, through friendly negotiation, enter into the Agreement as follows: 
  

	1.	 In order to ensure the operation of Party B’s business, Party A hereby agrees to, as the guarantor, guarantee Party B’s performance of the contracts,
agreements or transactions already executed by and between Party B and any third party regarding the operation of Party B’s business if Party B satisfies the relevant terms under this Agreement. Party B hereby agrees to pledge 



  

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to Party A its receivable accounts incurred from its business and all of its assets as a counter-guarantee. According to the guarantee set out above, Party
A, as the guarantor for Party B, shall respectively execute a written guarantee agreement with the counter party to relevant contract for the purpose of bearing the guarantee liability. 


  

	2.	Whereas the provision of Article 1 of the Agreement hereof, and in order to ensure Party B’s performance of the business agreements between Party A and Party B and its payments
to Party A, Party B together with its shareholders, Party C and Party D, hereby jointly confirm and agree that Party B shall not conduct any transaction which may materially affect its assets, obligations, rights or the operation of the company,
unless a prior written consent from Party A or other affiliated companies to Party A has been obtained, including but not limited to the following contents: 

  

	 	2.1	To borrow money or incur any debt from any third party; 

  

	 	2.2	To sell to or acquire from any third party any assets or rights, including but not limited to any intellectual property rights; 

  

	 	2.3	To provide guarantee for any third party with its assets or intellectual property rights; 

  

	 	2.4	To assign rights and obligations under this Agreement herein to any third party. 

  

	3.	In order to ensure Party B’s performance of the business agreements between Party A and Party B and its payments to Party A, Party B together with its shareholders, Party C and
Party D, hereby jointly agree to accept the policies and instructions in respect of the recruitment and dismissal of employees, the daily business management and financial management, etc., provided by Party A from time to time.


  

	4.	Party B together with its shareholders, Party C and Party D, hereby jointly agree that Party B, Party C and Party D shall appoint the personnel designated by Party A as the director
of Party B, and Party B shall engage the senior officers designated and engaged by Party A as Party B’s General Manager, Chief Financial Officer, and other senior officers. If any of the above directors or senior officers leave Party A, whether
by resignation or dismissal, he or she will lose the qualification to hold any position in Party B and therefore Party B, Party C and Party D shall engage other senior officers designated and engaged by Party A to assume such positions.


  

	5.	Party C and Party D hereby agree to execute Power of Attorney at the same time of execution of this Agreement according to which Party C and Party D shall authorize personnel
designated by Party A to fully exercise their voting rights of shareholders, which is stipulated in PRC laws and regulations and articles of association of the company on Party B’s shareholders’ meetings. 

  

	6.	Party B together with its shareholders, Party C and Party D, hereby jointly agree and confirm that except the provision of Article 1 hereof Party B shall firstly request Party A for
a guarantee if any guarantee for the performance of contracts or the operating funds loan is needed. In such event, Party A, without obligation, has the right to provide proper guarantee for Party B in its sole discretion. However Party A shall give
a written notice to Party B promptly if it decides not to provide guarantee, therefore Party B can request any third party for such guarantee. 

  

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	7.	In the event that any of the agreements executed between Party A and Party B terminates or expires, Party A shall be entitled without obligation to terminate all agreements between
Party A and Party B including but not limited to Exclusive Technical and Consulting Services Agreement. 

  

	8.	Any amendment and supplement of this Agreement shall be made in written. The amendment and supplement duly executed by each Party shall be part of this Agreement and shall have the
same legal effect as this Agreement. 

  

	9.	This Agreement shall be governed by and construed in accordance with the PRC law. 

  

	10.	Dispute Settlement 

  

	 	10.1	The parties shall strive to settle any dispute arising from the construction or performance of this Agreement through friendly consultation. In case no settlement can be reached
through consultation, each party can submit such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with the current rules of CIETAC. The arbitration proceedings shall take
place in Beijing and shall be conducted in Chinese. The arbitration award shall be final and binding upon all the parties. 

  

	11.	Notice Any notice that is given by the party/parties hereto for the purpose of performing the rights and obligations hereunder shall be in written form. Where such notice is
delivered personally, the actual delivery time is regarded as notice time; where such notice is transmitted by telex or facsimile, the notice time is the time when such notice is transmitted, if such notice does not reach the addressee on business
date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery addresses of Parties are the addresses first set forth above or notified in written form from time to time. The
written form includes facsimile and telex. 

  

	12.	This Agreement shall be executed by a duly authorized representative of each party as of the Effective Date first written above and become effective simultaneously. The term of this
Agreement is ten years unless early termination occurs in accordance with the relevant provisions herein. This Agreement may be extended only if Party A gives its written consent prior to the expiration of this Agreement, and the extended term shall
be confirmed by Party A in written. 

  

	13.	This Agreement shall expire on the date due unless this Agreement is extended in accordance with relevant terms under this Agreement. During the term of this Agreement, Party B,
Party C and Party D shall not early terminate this Agreement. Notwithstanding the above-mentioned, Party A may terminate this Agreement at any time with a written notice to Party B, Party C and Party D 30 days prior to such termination.


 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized
representative as of the Effective Date first written above. 
  

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 (No text on this page) 
 Party A: Ebay Each Internet Information Service (Shanghai) Co. Ltd. 
 Authorized Representative: 
 (Signature) 
 Seal: 
 Party B: Beijing Yi Lian Tong He Information Technology Co., Ltd 
 Authorized Representative: 
 (Signature) 
 Seal:

 Party C: Wan Hua 
 Signature:: 
 Party D: Wei Hong Jun 
 Signature: 
  

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