Unassociated Document


     

    Exhibit
10.14

     

    OPERATING
AGREEMENT

    


    by
and among

    


    ORIENTAL
INTRA-ASIA ENTERTAINMENT (CHINA) LIMITED,

    


    CHINA
TRANSINFO TECHNOLOGY GROUP CO., LTD.,

    


    BEIJING
PKU CHINAFRONT HIGH TECHNOLOGY CO., LTD.,

     

    
      BEIJING
TIAN HAO DING XIN SCIENCE AND TECHNOLOGY CO., LTD.,

    

    


    BEIJING
ZHANGCHENG CULTURE AND MEDIA CO., LTD.

    


    BEJING
ZHANGCHENG SCIENCE AND TECHNOLOGY CO., LTD.,

    


    CHINA
TRANWISEWAY INFORMATION TECHNOLOGY CO., LTD.,

    


    SHANGHAI
YOOTU INFORMATION TECHNOLOGY CO., LTD.,

    


    XINJIANG
ZHANGCHENG SCIENCE AND TECHNOLOGY CO., LTD.,

    


    DALIAN
DAJIAN ZHITONG INFORMATION SERVICE CO., LTD.

    


    and

    


    THE
SHAREHOLDERS OF

    CHINA
TRANSINFO TECHNOLOGY GROUP CO., LTD.

    NAMED
HEREIN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OPERATING
AGREEMENT

     

    This
Operating Agreement (the “Agreement”) is entered into on February 3, 2009 by and
among Oriental Intra-Asia Entertainment (China) Limited (“Oriental”), China
TransInfo Technology Group Co., Ltd. (“Group Company”), Beijing PKU Chinafront
High Technology Co., Ltd. (“PKU”), Beijing Tian Hao Ding Xin Science and
Technology Co., Ltd. (“Bejing Tian Hao”), Beijing Zhangcheng Culture and Media
Co., Ltd. (“Zhangcheng Culture”), Bejing Zhangcheng Science and Technology Co.,
Ltd. (“Zhangcheng Science”), China TranWiseway Information Technology Co., Ltd.
(“Chian TranWiseway”) Xinjiang Zhangcheng Science and Technology Co., Ltd.
(“Xinjiang Zhangcheng”), Dalian Dajian Zhitong Information Service Co., Ltd.
(“Dalian Dajian”) and Shanghai Yootu Information Technology Co., Ltd. (“Shanghai
Yootu” and together with Group Company, PKU, Beijing Tian Hao, Zhangcheng
Culture, Zhangcheng Science, China TranWiseway, Xinjiang Zhangcheng and Dalian
Dajian, the “VIE Entities”) and the shareholders of Group Company identified
blow (the “Shareholders”).  Each of the parties to this Agreement is
individually referred to herein as a “Party” and collectively, as the
“Parties.”

     

    WHEREAS:

     

    
      	
              1.

            	
              Oriental
      is a wholly foreign-owned enterprise organized in the People’s Republic of
      China (the “PRC”);

            


    

     

    
      	
              2.

            	
              Each
      of the VIE Entities is a limited liability company and duly organized and
      validly existing under the laws of PRC and is approved by the competent
      governmental authorities to carry on the business of traffic information
      services;

            


    

     

    
      	
              3.

            	
              Oriental
      has established a business relationship with the VIE Entities by entering
      into the Exclusive
      Technical Consulting and Services Agreement (the
      “TSA”);

            


    

     

    
      	
              4.

            	
              Pursuant
      to the TSA by and among Oriental and the VIE Entities, the VIE Entities
      shall make certain payments to Oriental in consideration of the services
      provided by Oriental thereunder.  However, the relevant payables
      have not been paid yet and the daily operation of the VIE Entities will
      have a material impact on their capacity to pay the payables to
      Oriental.

            


    

     

    
      	
              5.

            	
              Shudong
      Xia is a shareholder of the Group Company who owns 70.68% equity in the
      Group Company.

            


    

     

    
      	
              6.

            	
              Zhiping
      Zhang is a shareholder of the Group Company who owns 8.83% equity in the
      Group Company.

            


    

     

    
      	
              7.

            	
              Zhibin
      Lai is a shareholder of the Group Company who owns 8.83% equity in the
      Group Company.

            


    

     

    
      	
              8.

            	
              Wei
      Gao is a designee of SAIF Partners III L.P., which owns 11.66% equity in
      the Group Company.

            


    

     

    
      	
              9.

            	
              The
      Parties agree to further clarify matters relating to the operation of the
      VIE Entities pursuant to provisions
herein.

            


    

     

    NOW, THEREFORE, through mutual
negotiations, the Parties hereto agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.           In
order to ensure the VIE Entities’ normal operation, Oriental agrees, subject to
the VIE Entities’ satisfaction of the relevant provisions herein, to act as the
guarantor for the VIE Entities in the contracts, agreements or transactions in
association with the VIE Entities’ operation between the VIE Entities and any
other third parties and to provide full guarantee for the VIE Entities in
performing such contracts, agreements or transactions subject to the applicable
laws.  In consideration for such guaranty, each of the VIE Entities
agrees to pledge the receivables of its operation and mortgage all of its assets
which have not been mortgaged to any third parties at the execution date of this
Agreement to Oriental.  Notwithstanding the foregoing, no guaranteed
obligation of Oriental shall arise unless and until Oriental assumes such
obligation in writing.  Pursuant to the above guarantee arrangement,
Oriental, as the guarantor for the VIE Entities and upon request of the VIE
Entities’ counter parties, shall enter into written guarantee contracts with
such parties that are reasonably acceptable to Oriental and that do not violate
any applicable laws or material contracts that Oriental is subject
to.

     

    2.           Subject
to the requirement herein set forth in Article 1, in order to ensure the
performance of the various operational agreements between Oriental and the VIE
Entities and to ensure the payment of various payables by the VIE Entities to
Oriental, the VIE Entities together with the Shareholders hereby jointly agree
that the VIE Entities shall not conduct any transaction which may materially
affect their assets, obligations, rights or their business operation without
obtaining a prior written consent from Oriental or Oriental’s affiliates,
including without limitation the following:

     

    
      	
               
      

            	
              2.1

            	
              To
      borrow money from any third parties or assume any
  debt;

            


    

     

    
      	
               
      

            	
              2.2

            	
              To
      assign to any third parties the rights and obligation under the
      Agreement;

            


    

     

    
      	
               
      

            	
              2.3

            	
              To
      create or undertake any mortgage, pledge or any other type of encumbrance
      on any of the VIE Entities’ existing properties or properties acquired in
      the future;

            


    

     

    
      	
               
      

            	
              2.4

            	
              To
      acquire assets of any third party on behalf of the VIE Entities, or to
      execute any agreement, arrangement, commitment or memorandum for the
      same;

            


    

     

    
      	
               
      

            	
              2.5

            	
              To
      sell, lease or otherwise dispose of any assets of the VIE Entities, or to
      execute any agreement, arrangement, commitment or memorandum for the
      same;

            


    

     

    
      	
               
      

            	
              2.6

            	
              To
      borrow or lend money to any third party on behalf of the VIE Entities, or
      to execute any agreement, arrangement, commitment or memorandum for the
      same;

            


    

     

    
      	
               
      

            	
              2.7

            	
              To
      assume any obligation, give a guarantee or endorsement for any third party
      on behalf of the VIE Entities or assume responsibility in whatever form
      for any third party’s obligation on behalf of the VIE Entities, or to
      execute any agreement, arrangement, commitment or memorandum for the
      same;

            


    

     

    
      	
               
      

            	
              2.8

            	
              To
      approve the annual budget and annual business plan of the VIE Entities and
      any material deviations thereof;

            


    

     

    
      	
               
      

            	
              2.9

            	
              To
      make any capital expenditure by the VIE Entities other than in the
      ordinary course of its business;

            


    

     

    
      	
               
      

            	
              2.10

            	
              To
      take any action (including but not limited to voting at shareholders’
      meetings and signing resolutions at shareholders’ meetings) that,
      according to the effective articles of association of the Group Company,
      requires a unanimous consent of all shareholders or
    directors;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.11

            	
              When
      exercising his right in his capacity as a shareholder (including but not
      limited to the exercise of his voting rights) of the Group Company, to
      adopt any resolution or otherwise take any shareholder action that
      contradicts or jeopardises the rights and interests of Oriental or its
      affiliates; and

            


    

     

    
      	
               
      

            	
              2.12

            	
              To
      take any action which violates the terms of this Agreement and any of
      other agreements entered into by the VIE
  Entities.

            


    

     

    3.           Each
of the Shareholders hereby undertakes:

     

    
      	
               
      

            	
              3.1

            	
              To
      approve in his/her capacity as a shareholder, upon receiving instruction
      from Oriental, the entering into by the Group Company of the TSA with
      Oriental, its affiliate or any other entity designed by
      Oriental;

            


    

     

    
      	
               
      

            	
              3.2

            	
              To
      provide to Oriental the monthly consolidated financial statements of the
      Group Company within five (5) days after the end of each month as well as
      any other documentation and information on the VIE Entities’ business
      operations and financial condition, to the extent that he is entitled to
      receive the same in his capacity as a shareholder of the Group Company as
      requested by Oriental from time to time (excluding information provided by
      the Group Company);

            


    

     

    
      	
               
      

            	
              3.3

            	
              That
      if, according to the law of China, his equity interest in the Group
      Company is deemed to be common property, he should obtain a written
      statement from his spouse indicating that it is not common property
      between himself and his spouse but his own personal
    property;

            


    

     

    
      	
               
      

            	
              3.4

            	
              At
      any time to defend claims and assertion regarding his equity interest in
      the Group Company and the creditor’s rights of any third party who claims
      interest in the same, provided that the Group Company shall not be
      obligated to defend any such claim or assertion unless it is at Oriental’s
      cost;

            


    

     

    
      	
               
      

            	
              3.5

            	
              To
      cooperate with Oriental at its request by consenting to or adopting in his
      capacity as a shareholder pursuant to Oriental’s instructions or requests
      relating to the operation of the Group
Company;

            


    

     

    
      	
               
      

            	
              3.6

            	
              To
      strictly keep confidential the existence of this Agreement and its
      provisions, any correspondence, resolutions, attached agreements and other
      documents in connection with this
Agreement;

            


    

     

    
      	
               
      

            	
              3.7

            	
              To
      immediately notify Oriental of the occurrence or possible occurrence of
      any litigation, arbitration or administrative proceeding relating to the
      Group Company’s assets, business and revenue of which he may become
      aware;

            


    

     

    
      	
               
      

            	
              3.8

            	
              At
      Oriental’s written request, approve in his capacity as a shareholder any
      action of the Group Company that is not in violation of any applicable
      laws.

            


    

     

    4.           In
order to ensure the performance of the various agreements between Oriental and
the VIE Entities and to ensure the payment of the various payables by the VIE
Entities to Oriental, the VIE Entities together with the Shareholders hereby
jointly agree to accept the provision of the corporate policies and guidance by
Oriental at any time in respect of the appointment and dismissal of the VIE
Entities’ employees, the VIE Entities’ daily operation and administration as
well as financial administrative systems.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    5.           The
VIE Entities together with the Shareholders hereby jointly agree that the VIE
Entities and the Shareholders shall appoint personnel recommended by Oriental as
the directors of each of the VIE Entities.  Each of the Shareholders
shall, to the extent applicable PRC law requires a shareholder to vote, vote his
shares of the Group Company to cause the board of directors of the Group Company
to appoint persons nominated by Oriental to hold the positions as directors and
senior management of the Group Company.  Each of the VIE Entities
shall engage Oriental’s senior managers recommended by Oriental as General
Manager, Chief Financial Officer, and other senior managers of each of the VIE
Entities.  If any of the above officers leaves or is fired by
Oriental, he or she will lose the qualification to undertake any positions in
any of the VIE Entities.  The VIE Entities and the Shareholders shall
appoint other senior managers of Oriental recommended by Oriental to undertake
such position.

     

    To ensure
performance of such arrangement, Oriental and the VIE Entities agree to cause
such directors or senior managers to enter into director or senior manager
employment agreements with the VIE Entities in compliance with the above
arrangement.

     

    The
Shareholders hereby agree to sign a power of attorney upon execution of this
Agreement, by which the Shareholders will authorize the individual employed by
Oriental to exercise all of their respective voting rights as a shareholder at
the Group Company’s shareholder meetings according to laws and the Articles of
Association of the Group Company.

     

    6.           The
VIE Entities together with the Shareholders, hereby jointly agree and confirm
that, except as set forth in Article 1 herein, the VIE Entities shall seek a
guarantee from Oriental first if the VIE Entities need any guarantee for their
performance of any contract or loan of working capital in the course of
operation.  In this case, Oriental shall have the right but not the
obligation to provide appropriate guarantee to the VIE Entities at its own
discretion.  If Oriental decides not to provide such guarantee,
Oriental shall issue a written notice to the VIE Entities immediately and the
VIE Entities shall seek a guarantee from other third parties.

     

    7.           In
the event that any of the agreements between Oriental and the VIE Entities
terminates or expires, Oriental shall have the right but not the obligation to
terminate all agreements between Oriental and the VIE Entities, including
without limitation to the TSA.

     

    8.           All
notices and communications between the Parties shall be written in Chinese and
sent by fax (to be confirmed by transmission reports), delivery by hand
(including courier services) or registered mail to the appropriate addresses set
forth below:

     

    If to
Oriental, to:

    


    Oriental
Intra-Asia Entertainment (China) Limited

    
      Address: Room 1009, Tower C2,
Oriental Plaza, No. 1 Dongchangan Avenue, Dongcheng District, Beijing
China

    

    Tel:
010-82671299

    Fax:
010-62637657

     

    If to the
VIE Entities, to:

    


    China
TransInfo Technology Group Co., Ltd.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      Address: Room 1601 E-wing
Center, No. 113 Zhichun Road, Haidian District, Beijing,
China.

    

    Telephone:
010-82628925

    Fax:
010-62637657

     

    If to
Shudong Xia, to:

    


    Shudong
Xia

    Address:
Room 7-3-802 Xingbiaojiayuan , Wanliu,Haidian District,
Beijing,China

    Telephone:
010-82671299

    Fax:
010-62637657

     

    If to
Zhiping Zhang, to:

    


    Zhiping
Zhang

    Address:
Haidian Rencaizhongxin, , Jia 17, Haidian Street,Haidian District,
Beijing

    Telephone:
010-82628925

    Fax:
010-62637657

     

    If to
Zhibin Lai, to:

    


    Zhibin
Lai

    Address:
Huanxi, Peking University,No.5 Yiheyuan Road, Haidian District,
Beijing

    Telephone:
010-82671299

    Fax:
010-62637657

     

    If to Wei
Gao, to:

    


    Wei
Gao

    Address:
Room 307, Unit 3, Building A7, Courtyard #11, Fucheng Road, Haidian District,
Beijing, China

    Telephone:
010-65630322

    Fax:
010-65630251

     

    A notice
or a correspondence shall be deemed to be received in accordance with the
following:

     

    
      	
               
      

            	
              8.1

            	
              If
      sent by fax and confirmed by the transmission report, at the time of the
      date indicated on the transmission report, unless the fax is transmitted
      after 5pm of the day, or if the day is not a business day in the place
      where the recipient is domiciled, on the date immediately after such
      day;

            


    

     

    
      	
               
      

            	
              8.2

            	
              If
      delivered by hand (including courier services), at the time of the date of
      which the recipient receives and accepts the notice or correspondence or
      another person at the address of the recipient receives and accepts the
      notice or correspondence; or

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.3

            	
              If
      delivered by registered mail, at the time of the third day after the date
      on the receipt issued by the relevant post
  office.

            


    

     

    9.           The
provisions of this Agreement may only be waived, amended or altered by a written
instrument signed by all the Parties (such written instrument shall be an
appendix of this Agreement).

     

    


    10.           The
failure or delay of exercise of any right under this Agreement by either Party
shall not be deemed to be a waiver of such right.

     

    


    11.           The
invalidity of any provision in this Agreement shall not affect the validity of
other provisions which are not related to such provision.

     

    12.           If
this Agreement is terminated for any reason, the confidentiality obligations of
the Parties shall remain valid and binding.

     

    13.           The
Parties shall bear their own stamp taxes and other government charges, taxes and
fees and reasonable additional expenditure (including reasonable legal fees)
incurred due to the loan conversion, various equity transfers carried out
according to this Agreement, and preparation of this Agreement.

     

    14.           This
Agreement shall be binding on the Parties, their successors and assigns (if
any). In the event the VIE Entities adopt the power of attorney, the successors
shall include the persons specified in Article 4 above.

     

    15.           Without
Oriental's prior written consent, the VIE Entities shall not assign or otherwise
transfer their rights and obligations under this Agreement. Subject to
compliance with the laws of China, Oriental may assign this Agreement to any
affiliate or any other designated entity without the prior consent of the VIE
Entities.

     

    16.           The
execution, validity, interpretation and performance of this Agreement and the
resolution of disputes thereunder shall be governed by the laws of
China.

     

    17.           Arbitration

     

    
      	
               
      

            	
              17.1

            	
              Any
      dispute or difference of any kind whatsoever arising out of or in
      connection with this Agreement, including any question in connection with
      the existence, construction, interpretation, validity, termination or
      implementation of this Agreement, shall be submitted to the China
      International Economic and Trade Arbitration Commission ("CIETAC"), for
      arbitration in Beijing, which shall be conducted in accordance with the
      then effective CIETAC's rules.

            


    

     

    
      	
               
      

            	
              17.2

            	
              The
      arbitration tribunal shall comprise of three (3) arbitrators. Each of
      Oriental and the Group Company shall be entitled to appoint one (1)
      arbitrator and the arbitrators so appointed shall appoint a third (3rd)
      arbitrator who shall preside as
Chairman.

            


    

     

    
      	
               
      

            	
              17.3

            	
              The
      language to be used in any arbitral proceedings shall be
      English.

            


    

     

    
      	
               
      

            	
              17.4

            	
              The
      costs of arbitration shall be borne by the losing Party, unless otherwise
      determined by the arbitration
award.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              17.5

            	
              The
      Parties further acknowledge that monetary damages alone shall not
      adequately compensate Oriental for the breach of the VIE Entities’
      undertakings in this Agreement and, therefore, agree that if a breach or
      threatened breach of any such undertaking occurs, Oriental shall be
      entitled to apply or petition for, and the VIE Entities shall not resist,
      object or challenge, injunctive relief compelling specific performance of
      such undertakings or immediate cessation of such actions in order to be in
      compliance with the terms of this Agreement in any competent court of the
      PRC.

            


    

     

    18.           This
Agreement and its appendixes shall constitute the entire agreement among the
Parties and supersede all previous discussions, consultations and agreements
with respect to the subject herein.  The appendixes of this Agreement
shall be an integral part of this Agreement and shall be equally valid and
binding. In the event of inconsistency between this Agreement and its appendix,
this Agreement shall prevail.

     

    19.           This
Agreement is written in both English and Chinese.

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
representatives hereunto duly authorized as of the date first set forth above
written.

     

    
      
        
          
            
              
                	
                        Oriental
      Intra-Asia Entertainment (China) Limited

                      
	 
      
	
                        By:

                      	/s/
      Shudong Xia
	
                        Authorized
      Representative: Shudong Xia

                      
	
                        Name:

                      
	
                        Position:

                      
	 
      
	
                        China
      TransInfo Technology Group Co., Ltd.

                      
	 
      
	
                        By:

                      	/s/
      Shudong Xia
	
                        Authorized
      Representative:  Shudong Xia

                      
	
                        Name:

                      
	
                        Position:

                      
	 
      	 
      
	
                        Beijing
      PKU Chinafront High Technology Co., Ltd.,

                      
	 
      
	
                        By:

                      	/s/
      Shudong Xia
	
                        Authorized
      Representative:  Shudong Xia

                      
	
                        Name:

                      
	
                        Position:

                      
	 
      	 
      
	
                        Beijing
      Tian Hao Ding Xin Science and Technology Co., Ltd.,

                      
	 
      
	
                        By:

                      	/s/
      Shudong Xia
	
                        Authorized
      Representative:  Shudong Xia

                      
	
                        Name:

                      
	
                        Position:

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              
                
                  	
                          Beijing
      Zhangcheng Culture and Media Co., Ltd.

                        
	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        
	 
      
	
                          Bejing
      Zhangcheng Science and Technology Co., Ltd.,

                        
	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        
	 
      
	
                          China
      TranWiseway Information Technology Co., Ltd.,

                        
	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        
	 
      
	
                          Shanghai
      Yootu Information Technology Co., Ltd.

                        
	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        
	 
      
	
                          Xinjiang
      Zhangcheng Science and Technology Co., Ltd.

                        
	 
      	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	
                          Dalian
      Dajian Zhitong Information Service Co., Ltd.

                        
	 
      
	
                          By:

                        	/s/
      Shudong Xia
	
                          Authorized
      Representative: Shudong Xia

                        
	
                          Name:

                        
	
                          Position:

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Shareholders:

                              	 
      
	 
      	 
      
	/s/
      Shudong Xia	 
      
	
                                Shudong
      Xia

                              	 
      
	 
      	 
      
	      
                                /s/
      Zhiping Zhang

                              	 
      
	
                                Zhiping
      Zhang

                              	 
      
	 
      	 
      
	      
                                /s/
      Zhibin Lai

                              	 
      
	
                                Zhibin
      Lai

                              	 
      
	 
      	 
      
	      
                                /s/
      Wei Gao

                              	 
      
	
                                Wei Gao