Exhibit 4.34


 


Agreement on the Make-Up Payments for
the Forecasted Profits 


 


of


 


Shenzhen VisionChina New Culture Media
Co., Ltd. 


 


Between


 


Shenzhen Ledman Optoelectronic Co.,
Ltd.


 


and


 


VisionChina Media Group Co., Ltd.


 


Dated: August 2016


 




     


     


    

  


THIS AGREEMENT ON THE MAKE-UP PAYEMNTS FOR THE FORECASTED PROFITS
OF SHENZHEN VISIONCHINA NEW CULTURE MEDIA CO., LTD (this “Agreement”), dated August 19, 2016, is made in Shenzhen
by and between:


 


Party A: Shenzhen Ledman Optoelectronic Co., Ltd.


 


Registered Address: Block No. 8, Area No. 2, Baiwangxin Industrial
Park, Songbai Road, Nanshan District, Shenzhen


 


Legal Representative: Li Mantie


 


Party B: VisionChina Media Group Co., Ltd


 


Registered Address: 1/F Champs Elysees 7# Nongyuan Road, Futian
District, Shenzhen


 


Legal Representative: Li Limin


 


(each a “Party”, collectively
the “Parties”)


 


WHEREAS:


 


1. Party A is a lawfully incorporated joint stock company and
its publicly issued A-shares are traded on the Growth Enterprises Board of Shenzhen Stock Exchange with the ticker symbol of “Ledman
Shares” and under the stock code of 300162 ;


 


2. VisionChina Media Group Co., Ltd. is a lawfully incorporated
limited liability company with its registered address at 1/F Champs Elysees 7# Nongyuan Road, Futian District, Shenzhen and has
a registered capital of RMB 100 million; its legal representative is Li Limin;


 


3. Party A and Party B have entered, as of August 19, 2016,
into that certain Agreement on the Transfer of 49% Interest in Shenzhen VisionChina New Culture Media Co., Ltd. (“Transfer
Agreement”) whereby Party B proposes to transfer a 49% interested owned by it to Party A.


 


NOW, THEREFORE, for the sake of protecting Party A and its
shareholders’ interest following the completion of the Transaction, upon friendly discussions, the Parties hereby reach
for mutual observance the following agreement on the forecasted profits make-up payment matters involved in the Transaction:


 


Article 1 Interpretation


 


1.1 Unless otherwise provided herein, for the purposes of this
Agreement, relevant terms shall have the same meanings assigned them in the Transfer Agreement.


 




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1.2 For the purpose of this Agreement, the term “Negotiated
Block Trade Price” means the price at which Party B accepts the transfer of Party A shares from the de facto
controller of Party A Li Mantie in accordance with Article 4.2.2 of the Transfer Agreement.


 


Article 2 Performance Covenants


 


2.1 In this Agreement, the term Performance Covenant Period
means the three years following the completion of the implementation of this Agreement, including the year of such completion.
The Performance Covenant Period of the Transaction shall consist of the years of 2016, 2017 and 2018.


 


2.2 Party B covenants that SubjectCo’s 2016, 2017 and
2018 net profits (for the purposes of this Agreement, the term “net profits” means the net profits (net of non-recurring
gains and losses) attributable to the parent company (as owner); same below) shall not be less than RMB 60 million, RMB 80 million
and RMB 100 million, respectively.


 


Article 3 Determination of Actual Profits and Diminution
in Asset Value


 


3.1 Party A and Party B agree that upon completion of the Transaction,
an audit firm with relevant securities and futures business qualifications to be appointed by Party A shall issue special audit
reports (all to be issued on the same date of the annual audit report of Party A) which shall audit and confirm the actually achieved
net profits of SubjectCo during each year of the Performance Covenant Period.


 


3.2. Within 30 days from the issuance of the special audit
report of SubjectCo of the last year of the Performance Covenant Period, an asset appraiser with relevant securities and futures
business qualifications to be appointed by Party A shall issue a diminution in value test report which shall carry out a diminution
in value test with respect to the Subject Asset.


 


Article 4 Performance Make-Up Payments and Diminution in
Value Make-Up Payments


 


4.1 Performance Make-Up Payments


 


4.1.1 If, during the Performance Covenant
Period, the actual cumulative net profits of SubjectCo as of end of the then current period is lower than the covenanted net profits
as of end of the then current period, Party B shall be liable to effect make-up payments. Party B shall first effect such make-up
payment by means of make-up shares. As a matter of principle, make-up payment shares shall be calculated on an annual basis and
shall be bought back and cancelled by Party A on an annual basis. If such make-up shares are not sufficient to effect the make-up
payment in favor of Party A, Party B shall then pay in cash to cover the shortfall.


 


4.1.2 Party A shall within 30 days from
issuance of the special audit report of SubjectCo of each year of the Performance Covenant Period confirm to and notify Party
B if it is necessary to effect performance make-up payments and if so, what amount shall be required. Party B shall within 30
days from receipt of Party A’s notice fulfill its obligation of effecting make-up payments accordingly.


 




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4.1.3 Should Party B incur make-up payment
obligations during the Performance Covenant Period, Party B shall first effect such make-up payments by means of the Party A shares
owned by it:


 


(1) Make-up payment shares shall be calculated
as follows: Number of Make-Up Payment Shares Payable as of then Current Year = (Cumulative Covenanted Net Profits as of End
of the Current Period – Cumulative Actual Net Profits as of End of Current Period) ÷
Total Covenanted Net Profits of Each Year of the Performance Covenant Period × Price of 100% SubjectCo Equity (i.e. RMB
780 Million) ×Party A’s then Shareholding Percentage in SubjectCo ÷ Negotiated Block Trade Price — Number
of Paid Make-Up Payment Shares.


 


(2) If, during the Performance Covenant
Period, Party A effects a capitalization of reserves or a stock dividend distribution, then the number of make-up payment shares
payable derived using the formula set out in subparagraph (1) of Article 4.1.3 shall be multiplied by the following: (1+ Reserve
Capitalization or Stock Dividend Ratio).


 


(3) If, during the Performance Covenant
Period, Party A effects a cash distribution, then part of such cash distribution shall be refunded to Party A’s designated
account using the following formula of calculation: Refund Amount = Distributed Cash Dividend Per Share ×
Number of Make-Up Payment Shares Payable (as derived using the formula set out in subparagraph
(1) of Article 4.1.3)


 


(4) If the so calculated number of make-up
payment shares payable of any year is less than or is equal to zero, then it shall be treated as zero to the effect that no set-off
shall be made against previously paid make-up payment shares.


 


(5) Such make-up payment shares shall be
bought back by Party A for a total price of RMB 1 and shall be cancelled by Party A. If the buy-back and cancellation of such
make-up shares payable fails to be adopted by the general shareholders’ meeting or cannot be implemented as a result of
the failure to obtain consent from relevant creditors or otherwise, then Party B shall within 2 months from the occurrence of
such circumstances gift such shares to the other shareholders of Party A of record as of the record date for such make-up payment
in proportion to the number of the Party A shares owned by such other shareholders relative to the aggregate Party A shares owned
by such other shareholders as a whole.


 


4.1.4 If during the Performance Covenant
Period the balance of the Party A shares owned by Party B as of end of the current year is insufficient to satisfy the make-up
payment, then the number of make-up payment shares payable of that current year shall be equal to the number of such balance of
Party A shares owned by Party B and the shortfall of the due make-up payments of the then current year shall be covered by Party
B in cash.


 


(1) The formula for the calculation of
make-up cash payments shall be as follows: Amount of Due Make-Up Cash Payment = (Cumulative Covenanted Net Profits as of End
of the Current Period – Cumulative Actual Net Profits as of End of Current Period) ÷
Total Covenanted Net Profits of Each Year of the Performance Covenant Period × Price of 100% SubjectCo Equity (i.e. RMB
780 Million) × Party A’s then Shareholding Percentage in SubjectCo – Number
of Make-Up Payment Shares Paid by Party B during the Make-Up Payment Period × Negotiated Block Trade Price.


 




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(2) If the so calculated amount of due
make-up cash payments of any year is less than or is equal to zero, then it shall be treated as zero to the effect that no set-off
shall be made against previously made make-up cash payments.


 


4.2 Diminution in Asset Value Make-Up Payments


 


4.2.1 Party A shall within 30 days from
issuance of the diminution in value test report of Subject Asset confirm to and notify Party B if it is necessary to effect diminution
in value make-up payments and if so, what amount shall be required. Party B shall within 30 days with its receipt of such notice
fulfill its obligation of effecting make-up payments accordingly


 


4.2.2 If, the diminution in value test
shows that the Subject Asset’s diminution in value as of the end of the period is greater than the amount of effected make-up
payments (including the amounts of both paid make-up payment shares and effected cash make-up payments), Party B shall provide
a separate make-up payment to Party A, the amount of which due make-up payment shall be as follows: Due Make-Up Payment = Amount
of Value Diminution as of End Period – Effected Make-Up Payments during the Performance Covenant Period (as a result of
shortfalls in actual net profits).


 


4.2.3 Party B shall make such make-up payment
to Party A first by means of shares as shall be equal to the difference between the amount of value diminution as of end of period
and the amount of effected make-up payments.


 


(1) Such make-up payment shares shall be
calculated as follows: Number of Make-Up Payment Shares Payable = Amount of Due Make-Up Payment ÷
Negotiated Block Trade Price.


 


(2) If, during the Performance Covenant
Period, Party A effects a capitalization of reserves or a stock dividend distribution, then the number of make-up payment shares
payable derived using the formula set out in subparagraph (1) of Article 4.2.3 shall be multiplied by the following: (1+ Reserve
Capitalization or Stock Dividend Ratio).


 


(3) If, during the Performance Covenant
Period, Party A effects a cash distribution, then part of such cash distribution shall be refunded to Party A’s designated
account using the following formula of calculation: Refund Amount = Distributed Cash Dividend Per Share ×
Number of Make-Up Payment Shares Payable (as derived using the formula set out in subparagraph
(1) of Article 4.2.3).


 


(4) Such make-up payment shares shall be
bought back by Party A for a total price of RMB 1 and shall be cancelled by Party A. If the buy-back and cancellation of such
due make-up shares fails to be adopted by the general shareholders’ meeting or cannot be implemented as a result of the
failure to obtain consent from relevant creditors or otherwise, then Party B shall within 2 months from the occurrence of such
circumstances gift such shares to the other shareholders of Party A of record as of the record date for such make-up payment in
proportion to the number of the Party A shares owned by such other shareholders relative to the aggregate Party A shares owned
by such other shareholders as a whole.


 




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4.2.4 If the balance of the Party A shares
owned by Party B is insufficient to satisfy the make-up payment, then the number of make-up payment shares payable shall be equal
to the number of such balance of Party A shares owned by Party B and the shortfall of the due make-up payments shall be covered
by Party B in cash: Amount of Make-Up Cash Payable = Amount of Due Make-Up Payment – Number
of Party A Shares then Owned by Party B × Negotiated Block Trade Price


 


4.3 Cap on Make-Up Payments


 


In no event shall the aggregate amount of the make-up payments
arising as a result of the value diminution of the Subject Asset and the make-up payments arising as a result of the actual net
profits falling short of the amount of covenanted net profits exceed the aggregate amount of the cash received by Party B as a
result of the transfer of the SubjectCo equity interest to Party A and the value of the Party A shares then owned by Party B.


 


Article 5 Outperformance Award


 


5.1 If upon completion of the implementation of the Transaction,
the cumulative net profits of SubjectCo actually achieved during the Performance Covenant Period exceeds the cumulative amount
of covenanted net profits and if within one year from expiry of the Performance Covenant Period of the Transaction the accounts
receivable (calculated per net book value) of SubjectCo as of the end of the previous year are recovered in full, then such 50%
of such outperformance may be applied towards granting awards to the then serving key management team and core backbone personnel
of SubjectCo using the excess profits award formula below:


 


Amount of Excess Profits Award Payable = (Cumulative Actual
Net Profits – Cumulative Covenanted Net Profits ) x 50%


 


If the excess profits award payable under the formula above
exceeds 20% of the price (i.e. RMB 780 Million) of 100% equity of SubjectCo, then such excess profits award payable shall be equal
to 20% of the price (i.e. RMB 780 Million) of 100% equity of SubjectCo.


 


5.2 Following expiry of the Performance
Covenant Period of the Transaction and within 45 days from issuance of the special audit report on full recovery by SubjectCo
of its accounts receivable as of end of the previous year, the board of SubjectCo shall determine the award plan and SubjectCo
shall pay, following the completion by Party A of necessary decision-making procedures, such award to the aforesaid persons upon
withholding of personal income taxes.


 


Article 6 Force Majeure 


 


6.1. Force Majeure means an objective circumstance that is
unforeseeable, unavoidable and insurmountable.


 


6.2 Any Party prevented by the Force Majeure from performing
its obligations hereunder shall not be deemed in breach but such Party shall give written notice to the other Party within 15
days from occurrence of the Force Majeure together with proof on the effect and extent of such Force Majeure and shall further
take all necessary measures to remove or mitigate the effects caused by such Force Majeure.


 




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6.3 If this Agreement cannot be performed and is therefore
terminated due to a reason attributable to the granting of approvals by a relevant approval authority of the government or as
a result of the Force Majeure, the Parties shall each unconditionally return to their original condition prior to the entry into
this Agreement without any liability to each other.


 


Article 7 Effectiveness, Cancellation and Termination of
Agreement 


 


7.1 Once lawfully executed by the Parties, this Agreement shall
become effective concurrently with the Transfer Agreement and shall constitute an integral part thereof. If the Transfer Agreement
is cancelled, terminates or is held invalid, this Agreement shall also be cancelled, terminate or become invalid.


 


8. Breach of Contract Liabilities.


 


8.1 Upon effectiveness of this Agreement, if any Party fails
to perform its obligations hereunder and thereby causes losses to the other Party, such Party shall indemnify such other Party
against all of its losses (including reasonable expenses incurred for the purpose of averting such losses).


 


8.2 If any Party fails to fulfill any obligation of paying
a monetary amount or any obligation that can be quantified into an obligation of paying a monetary amount, then such Party shall
pay a late payment penalty for each day of delay at a daily rate of 0.3% up to the date of actual payment.


 


Article 9 Miscellaneous 


 


9.1 The entry into and performance of this Agreement shall
be governed by and interpreted in accordance with the laws of the PRC.


 


9.2 The invalidity of any provision of this Agreement shall
not affect the validity of any other provisions thereof.


 


9.3 Any dispute, claim or controversy between the Parties arising
out of or in connection with this Agreement shall be resolved by the Parties first through friendly consultations, failing which
any Party may submit it to South China International Economic & Trade Arbitration Commission for arbitration in Shenzhen in
accordance with its then effective arbitration rules. The arbitration award shall be final and binding upon the Parties.


 


9.4 Pending resolution of a dispute, other than the provisions
giving rise to such dispute, the validity and continued performance of the other provisions of this Agreement shall not be affected.


 


9.5 Any matters not addressed hereunder may be dealt with by
the Parties through mutual consultations by a supplementary agreement between the Parties which shall constitute an integral part
of this Agreement and shall have the same legal force and effect as this Agreement.


 




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9.6 This Agreement shall be made in eight originals. Each Party
shall hold one copy and the remaining originals shall be used either for backup/filing purposes or for the purposes of obtaining
approval from competent authorities. All originals shall be equally authentic.


 


(Remainder of Page Intentionally Left Blank; Signature Page
Follows)


 




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(Signature Page to
Agreement on the Make-Up Payments for the Forecasted Profits of Shenzhen VisionChina New
Culture Media Co., Ltd.)


 


	Shenzhen Ledman Optoelectronic Co., Ltd. (common seal)	 
	 	 	 
	By:	/s/ Li Mantie 	( Signature)	 
	 	Li Mantie	 
	 	 	 
	VisionChina Media Group Co., Ltd (common seal)	 
	 	 	 
	By:	/s/ Li Limin	 ( Signature)	 
	 	Li Limin	 


 


Date: August 19, 2016


  








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