dvmg_8k-ex10x5.htm


    Exhibit 10.5

    
 

    CONFIDENTIAL

    


    


     
 

    


    


    


    


    


    


            SHAREHOLDERS’
VOTING RIGHTS PROXY AGREEMENT

    


    


    


    GUOJUN
WANG

    MING
MA

    SHUANGDA
WANG

    CAIQIN
WANG

    YANJIE
LIU

    DEJUAN
ZHOU

    YI
TAN

    JINGRU
DU

    ZHENG
WANG

    DALIAN
VASTITUDE-MEDIA GROUP CO.,LTD.

    DALIAN
GUO-HENG MANAGEMENT AND CONSULTING CO., LTD.

    AND

    THE LOCAL
MEDIA COMPANIES LISTED IN APPENDIX I

    


    


    


    


    NOVEMBER
6, 2009

    


     
 

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SHAREHOLDERS’ VOTING RIGHTS
PROXY AGREEMENT

    


    


    This
SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT (this “AGREEMENT”) is entered into
as of NOVEMBER 6, 2009 by and among the following Parties:

    


    (1)           GUOJUN
WANG

    ADDRESS:
Room 1-21-4 Building No.8, Changqing Street Zhongshan District Dalian City
Liaoning

    IDENTITY
CARD NUMBER: 210204196402120092

    


    (2)             ZHENG
WANG

     ADDRESS:
No. 4-3-7, Sanyuan Road, Xigang District, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210203197904175294

    


    (3)           
YI TAN

     ADDRESS:
No.15-1-4-1, Fuguo Road, Shahekou District, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210211196510042160

    


    (4)           
YANJIE LIU

     ADDRESS:
No. 3-5-1, No. 4 Hongye Plaza, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210705196108148629

    


    (5)           
SHUANGDA WANG

     ADDRESS:
No. 35, Jianye Road, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210203540829401

    


    (6)           
MING MA

     ADDRESS:
Room 4-1-2, Chunhe Road, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210204196602145809

    


    (7)           
JINGRU DU

     ADDRESS:
No. 2-1, No. 12 Zhongjiaxiang, Zhongshan District, Dalian
City,  Liaoning

     IDENTITY
CARD NUMBER: 210204196406030035

    


    (8)           
DEJUAN ZHOU

     ADDRESS:
No.73, Chengren Road, Dalian City, Liaoning

     IDENTITY
CARD NUMBER: 210204550412102

    


     

     

     

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    (9)           CAIQIN
WANG

    ADDRESS:
No. 2-4, No. 69 Wansui Road, Shahekou District, Dalian City,
Liaoning   

    IDENTITY
CARD NUMBER: 210204196207150042

    


    (10)        
LEGAL REPRESENTATIVE: MING MA

    DALIAN
VASTITUDE MEDIA GROUP CO.,LTD. (hereinafter "V-MEDIA)

    REGISTERED
ADDRESS: No.68 Renmin Road, Zhongshan District, Dalian

    


    (11)         DALIAN
GUO-HENG MANAGEMENT & CONSULTATING CO.,LTD.( "GUO-HENG")

    REGISTERED
ADDRESS: Villa No.20, ShaBao Village ChangXingDao Street Office Dalian city,
Dalian City, Liaoning

    


    (12)         THE
COMPANIES LISTED IN APPENDIX I TO THE AGREEMENT (EXCEPT V-MEDIA).

    


    (The
above parties shall hereinafter be individually referred to as a “PARTY” and
collectively, “PARTIES”. Guojun Wang, Zheng Wang, Yi Tan, Yanjie Liu, Shuangda
Wang, Ming Ma, Jingru Du, Dejuan Zhou and Caiqin Wang shall hereinafter be
individually referred to as a “PERSONAL SHAREHOLDER” and collectively, “PERSONAL
SHAREHOLDERS”, Personal Shareholders and V-Media shall hereinafter be
individually referred to as a “SHAREHOLDER” and collectively,
“SHAREHOLDERS”.)

    


    WHEREAS:

    1.           Caiqin
Wang and V-Media are the enrolled shareholders of the Dalian Vastitude
Engineering & Design Co., Ltd listed in Appendix I,legally holding
mojority of equity of the Dalian Vastitude Engineering &Design Co., Ltd as
of the execution date of this Agreement;

    


    2.           V-Media
is the enrolled shareholder of the companies listed in Appendix I ,Appendix I
attached hereto, legally holding all or the majority equity of such
companies  as of the execution date of this Agreement;

    


    3.           Guojun
Wang, Ming Ma, Shuangda Wang, Caiqin Wang, Yanjie Liu, Dejuan Zhou, Yi Tan,
Jingru Du and Zheng Wang are the enrolled shareholders of V-Media, legally
holding all the equity in V-Media, of which Guojun Wang holding 51.75%
interest,  Ming Ma  holding 24.5%,  Shuangda wang
holding 3%, Caiqin Wang holding 2.75%, Yanjie Liu holding 5%, Dejuan Zhouholding
5%, Yi Tan holding3%, Jingru Duholding 2%, Zheng Wang holding 3%.

    


    4.           The
Shareholders intend to severally entrust the individual designated by Guo-Heng
with the exercises of their voting rights in Target Company (as defined below)
while Guo-Heng is willing to designate such an individual.

     

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    The
Parties hereby have reached the following agreement upon friendly
consultations:

     

    ARTICLE
1  VOTING RIGHTS ENTRUSTMENT

     

    1.1           Under
this Agreement, “TARGET COMPANY” shall mean, Guojun Wang, Ming Ma, Shuangda
Wang, Caiqin Wang, Yanjie Liu, Dejuan Zhou, Yi Tan, Jingru Du and Zheng Wang, to
V-Media; to Caixia Wang, V-Media and Dalian Vastitude Engineering & Design
Co., Ltd; and to V-Media, any and all of the companies listed in Appendix
I..

    


    1.2           The
Shareholders hereby irrevocably undertake to respectively sign the Entrustment
Letter after execution of the Agreement to respectively entrust the personnel
designated by Dalian Guo-Heng Management & Consulting Co.,Ltd then
(“TRUSTEES”) to exercise the following rights enjoyed by them as shareholders of
Target Company in accordance with the then effective articles of association of
Target Company (collectively, the “ENTRUSTED RIGHTS”):

    


    (1)           Proposing
to convene and attending shareholders’ meetings of Target Company as proxy of
the Shareholders according to the articles of association of Target
Company;

    


    (2)           Exercising
voting rights as proxy of the Shareholders, on issues discussed and resolved by
the shareholders’ meeting of Target Company, including but not limited to the
appointment and election for the directors, general manager and other senior
management personnel of Target Company.

    


    The above
authorization and entrustment is granted subject to the status of trustees as
PRC citizens and the approval by Guo-Heng. Upon and only upon written notice of
dismissing and replacing Trustee(s) given by Guo-Heng to the Shareholders, the
Shareholders shall promptly entrust another PRC citizen then designated by
Guo-Heng to exercise the above Entrusted Rights, and once new entrustment is
made, the original entrustment shall be replaced; the Shareholders shall not
cancel the authorization and entrustment of the Trustee(s)
otherwise.

    


    1.3           The
Trustees shall perform the entrusted obligation within the scope of entrustment
in due care and prudence and in compliance with laws; the Shareholders
acknowledge and assume relevant liabilities for any legal consequences of the
Trustees’ exercise of the foregoing Entrusted Rights.

    


    1.4           The
Shareholders hereby acknowledge that the Trustees are not required to seek
advice from the Shareholders prior to their respective exercise of the foregoing
Entrusted Rights. However, the Trustees shall inform the Shareholders in a
timely manner of any resolution or proposal on convening interim shareholders’
meeting after such resolution or proposal is made.

     

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    ARTICLE
2  RIGHT TO INFORMATION

    


    2.1           For
the purpose of exercising the Entrusted Rights under this Agreement, the
Trustees are entitled to know the information with regard to Target Company’s
operation, business, clients, finance, staff, etc., and shall have access to
relevant materials of Target Company. Target Company shall adequately cooperate
with the Trustees in this regard.

     

    ARTICLE
3 EXERCISE OF ENTRUSTED RIGHTS

    


    3.1           The
Shareholders will provide adequate assistance to the exercise of the Entrusted
Rights by the Trustees, including execution of the resolutions of the
shareholders’ meeting of Target Company or other pertinent legal documents made
by the Trustee when necessary (e.g., when it is necessary for examination and
approval of or registration or filing with governmental
departments).

    


    3.2           If
at any time during the term of this Agreement, the entrustment or exercise of
the Entrusted Rights under this Agreement is unenforceable for any reason except
for default of any Shareholder or Target Company, the Parties shall immediately
seek a most similar substitute for the unenforceable provision and, if
necessary, enter into supplementary agreement to amend or adjust the provisions
herein, in order to ensure the realization of the purpose of this
Agreement.

     

    ARTICLE
4 EXEMPTION AND COMPENSATION


    4.1           The
Parties acknowledge that Guo-Heng shall not be requested to be liable for or
compensate (monetary or otherwise) other Parties or any third party due to
exercise of Entrusted Rights by the Trustees designated by Guo-Heng under this
Agreement.

    


    4.2           Target
Company and the Shareholders agree to compensate Guo-Heng for and hold it
harmless against all losses incurred or likely to be incurred by it due to
exercise of the Entrusted Rights by the Trustees designated by Guo-Heng,
including without limitation any loss resulting from any litigation, demand
arbitration or claim initiated or raised by any third party against it or from
administrative investigation or penalty of governmental
authorities.

    


    However,
the Shareholders and Target Company will not compensate for losses incurred due
to wilful misconduct or gross negligence of Guo-Heng.

     

    ARTICLE
5  REPRESENTATIONS AND WARRANTIES


    5.1           Each
of the Personal Shareholders hereby severally and jointly represents and
warrants that:

    
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    5.1.1           Each
of the Personal Shareholders is a PRC citizen with full capacity and with full
and independent legal status and legal capacity to execute, deliver and perform
this Agreement, and may act independently as a subject of actions.

    


    5.1.2           Each
of the Personal Shareholders has full right and authorization to execute and
deliver this Agreement and other documents that are related to the transaction
referred to herein and to be executed by them. They have full right and
authorization with respect to consummate the transaction referred to
herein.

    


    5.1.3           This
Agreement shall be executed and delivered by the Personal Shareholders lawfully
and properly. This Agreement constitutes the legal and binding obligations on
them and is enforceable on them in accordance with its terms and conditions
hereof.

    


    5.1.4           The
Personal Shareholders are enrolled and legal shareholders of Target Company as
of the effective date of this Agreement, and except the rights created by this
Agreement, the Call Option Agreement entered into by Guo-Heng, Target Companies
and them on NOVEMBER 6, 2009 (the “CALL OPTION AGREEMENT”), as well as the
Equity Pledge Agreement entered into by Guo-Heng and Target Company and them on
NOVEMBER 6, 2009, (the “EQUITY PLEDGE AGREEMENT”), there exists no third party
right on the Entrusted Rights. Pursuant to this Agreement, the Trustees may
fully and sufficiently exercise the Entrusted Rights in accordance with the then
effective articles of association of Target Company.

    


    5.1.5           Considering
the fact that according to Equity Pledge Agreement, considering the fact that
Personal Shareholders will set aside all the equity interest held thereby in
relevant Target Company as security to secure the performance by them of their
obligations under the Call Option Agreement entered into between them
respectively and Guo-Heng as of NOVEMBER 6, 2009, Personal Shareholders
undertake to make full and due performance of the obligations under Call Option
Agreement during the valid term of this Agreement, and they will not be in
conflict with any stipulation under Call Option Agreement, which are likely to
have impact on the exercise of he Entrusted Rights the Trustees under this
Agreement.

    


    5.1.6           Considering
the facts that the Target Company entered into the Exclusive Agreement (the
“SERVICE AGREEMENT”) on NOVEMBER 6, 2009 with Guo-Heng, the Call Option
Agreement with Guo-Heng and the Shareholders on NOVEMBER 6, 2009, and that the
Shareholders of Target Company will set aside all equity interest held thereby
in Target Company as security to secure the performance of the contractual
obligations under the above two agreements by Target Company, the Personal
Shareholders undertake to, during the valid term of this Agreement, procure the
full and due performance of Target Company of any and all its obligations under
the Service Agreement, the Call Option Agreement, and warrant that no adverse
impact on the exercise of the Entrusted Rights hereunder by the Trustees will be
incurred due to the breach of the Exclusive Service Agreement, Call Option
Agreement by Target Company.

     

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    5.2            
Guo-Heng (excluding the person designated by it) hereby represents and warrants
that:

    


    5.2.1           it
is a company with limited liability properly registered and legally existing
under PRC laws, with an independent corporate legal person status, and with full
and independent legal status and legal capacity to execute, deliver and perform
this Agreement and may act independently as a subject of actions;
and

    


    5.2.2           it
has the full corporate power and authority to execute and deliver this Agreement
and all the other documents to be entered into by it in relation to the
transaction contemplated hereunder, and has the full power and authority to
consummate such transaction.

    


    5.3            
Target Company other than V-Media hereby in respect of themselves respectively
represents and warrants that:

    


    5.3.1           it
is a company with limited liability properly registered and legally existing
under PRC laws, with an independent legal person status, and with full and
independent legal status and legal capacity to execute, deliver and perform this
Agreement and may act independently as a subject of actions; and

    


    5.3.2           it
has the full corporate power and authority to execute and deliver this Agreement
and all the other documents to be entered into by it in relation to the
transaction contemplated hereunder, and has the full power and authority to
consummate such transaction.

    


    5.3.3           the
Shareholders are enrolled shareholders as of the effective date of this
Agreement, legally holding the equity interest in it set out in Appendix I.
Except rights created by this Agreement, the Equity Pledge Agreement and the
Call Option Agreement, there exists no third party right on the Entrusted
Rights. Pursuant to this Agreement, the Trustees may fully and sufficiently
exercise the Entrusted Rights in accordance with the then effective articles of
association of Target Company.

    


    5.3.4           Considering
the fact that the Shareholders of Target Company will set aside all the equity
interest held thereby in Target Company as security to secure the performance of
the contractual obligations by Target Company under the Exclusive Service
Agreement, the Call Option Agreement, Target Company undertakes to, during the
valid term of this Agreement, make full and due performance of any and all
obligations under the Exclusive Service Agreement, the Call Option Agreement,
and warrant that no adverse impact on the exercise of the Entrusted Rights
hereunder by the Trustees will be incurred due to the breach of the Exclusive
Service Agreement, the Call Option Agreement by Target Company.

     

     

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    5.4          
  V-Media hereby in respect of itself represents and warrants
that:

    


    5.4.1           it
is a company with limited liability properly registered and legally existing
under PRC laws, with an independent legal person status, and with full and
independent legal status and legal capacity to execute, deliver and perform this
Agreement and may act independently as a subject of actions; and

    


    5.4.2           it
has the full corporate power and authority to execute and deliver this Agreement
and all the other documents to be entered into by it in relation to the
transaction contemplated hereunder, and has the full power and authority to
consummate such transaction.

    


    5.4.3           As
of the effective date of this Agreement, Guojun Wang, Zheng Wang, Yi Tan, Yanjie
Liu, Shuangda Wang, Ming Ma, Jingru Du, Dejuan Zhou and Caiqin Wang are enrolled
shareholders, legally holding the equity interest in V-Media.  Except
rights created by this Agreement, the Equity Pledge Agreement and the Call
Option Agreement, in respect of V-Media, there exists no third party right on
the Entrusted Rights. Pursuant to this Agreement, the Trustees may fully and
sufficiently exercise the Entrusted Rights according to the then effective
articles of association of V-Media.

    


    5.4.4           As
of the effective date of this Agreement and in respect of Target Company in
which it holds equity interest, it is enrolled shareholder. Except rights
created by this Agreement, the Call Option Agreement and the Equity Pledge
Agreement, there exists no third party right on the Entrusted
Rights.  Pursuant to this Agreement, the Trustees may fully and
sufficiently exercise the Entrusted Rights according to the then effective
articles of association of Target Company.

    


    5.4.5           Considering
the fact that according to the Equity Pledge Agreement, it shall set aside all
equity interest held thereby in relevant Target Company as security to secure
the performance of its obligations under the Call Option Agreement. V-Media
undertakes to make full and due performance of the Call Option Agreement during
the valid term of this Agreement and that it will not be in conflict with any
term under the Call Option Agreement, which may have impact on the exercie of
the Entrusted Rights by the Trustees under this Agreement.

    


    5.4.6           Considering
the fact that according to the Equity Pledge Agreement, that Shareholders of
Target Company will set aside all the equity interest held thereby in Target
Company as security to secure the performance of the contractual obligations by
Target Company under the Exclusive Service Agreement, Call Option Agreement,
V-Media undertakes to, during the valid term of this Agreement, procure the full
and due performance of any and all obligations under the Exclusive Service
Agreement and Call
Option Agreement by the Target Company in which it holds equity interest, and
warrants that no adverse impact on the exercise of the Entrusted Rights
hereunder by the Trustees will be incurred due to breaching the Exclusive
Service Agreement, or Call Option Agreement by Target
Company.

     

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    ARTICLE
6  TERM OF AGREEMENT


    6.1           This
Agreement takes effect from the date of due execution of all the Parties hereto,
with the valid term of twenty (20) years, unless terminated in advance by
written agreement of all the Parties or according to Article 8.1 of this
Agreement. This Agreement shall automatically renew for another one (1) year
when the term (whether original or extended, if applicable) of this Agreement is
due, unless Guo-Heng gives a thirty-day notice in writing to the other Parties
of the cancellation of such renewal.

    


    6.2           In
case that a Shareholder transfers all of the equity interest held by it in
Target Company with prior consent of Guo-Heng, such Shareholder shall no longer
be a Party to this Agreement whilst the obligations and commitments of the other
Parties under this Agreement shall not be adversely affected
thereby.

    


    ARTICLE
7  NOTICE

     

    7.1           Any
notice, request, demand and other correspondences made as required by or in
accordance with this Agreement shall be made in writing and delivered to the
relevant Party.

    


    7.2           The
abovementioned notice or other correspondences shall be deemed to have been
delivered when (i) it is transmitted if transmitted by facsimile or telex, or
(ii) it is delivered if delivered in person, or (iii) when five (5) days have
elapsed after posting the same if posted by mail.

    


    ARTICLE 8 DEFAULT
LIABILITY

    


    8.1           The
Parties agree and confirm that, if any of the Parties (the “DEFAULTING PARTY”)
breaches substantially any of the provisions herein or fails substantially to
perform any of the obligations hereunder, such a breach or failure shall
constitute a default under this Agreement (a “DEFAULT”).  In such
event any of the other Parties without default (a “NON-DEFAULTING PARTY”) who
incurs losses arising from such a Default shall have the right to require the
Defaulting Party to rectify such Default or take remedial measures within a
reasonable period. If the Defaulting Party fails to rectify such Default or take
remedial measures within such reasonable period or within ten (10) days of a
Non-defaulting Party’s notifying the Defaulting Party in writing and requiring
it to rectify the Default, then the relevant Non-defaulting Party shall be
entitled to choose at its discretion to (1) terminate this Agreement and require
the Defaulting Party to indemnify all damages, or (2) require specific
performance by the Defaulting Party of this Agreement and indemnification
against all damages.

     

     

     

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    8.2           Without
limiting the generality of Article 8.1 above, any breach by any Shareholder of
the Call Option Agreement or Equity Pledge Agreement shall be deemed as having
constituted the breach by such Shareholder of this Agreement; any breach by
Target Company of the Exclusive Service Agreement or Call Option Agreement shall
be deemed as having constituted the breach by Target Company of this
Agreement.

    


    8.3           The
Parties agree and confirm, the Shareholders or Target Company shall not request
the termination of this Agreement for whatsoever reason and under whatsoever
circumstance, except otherwise stipulated by laws or this
Agreement.

     

    8.4           Notwithstanding
any other provisions herein, the validity of this Article shall not be affected
by the suspension or termination of this Agreement.

    


    


    ARTICLE
9 MISCELLANEOUS

     

    9.1           This
Agreement shall be prepared in Chinese language in sixteen (16) original copies,
with each involved Party holding one (1) hereof.

     

    9.2          
The
conclusion, validity, execution, amendment, interpretation and termination of
this Agreement shall be governed by laws of the PRC.


    9.3           Any
disputes arising from and in connection with this Agreement shall be settled
through consultations among the Parties involved, and if the Parties involved
fail to reach an agreement regarding such a dispute within thirty (30) days of
its occurrence, such dispute shall be submitted to China International Economic
and Trade Arbitration Commission for arbitration in Dalian in accordance with
the arbitration rules of such commission, and the arbitration award shall be
final and binding on all the Parties involved.

    


    9.4           Any
rights, powers and remedies empowered to any Party by any provisions herein
shall not preclude any other rights, powers and remedies enjoyed by such Party
in accordance with laws and other provisions under this Agreement, and a Party’s
exercise of any of its rights, powers and remedies shall not preclude its
exercise of other rights, powers and remedies of it.

    


    9.5           Any
failure or delay by a Party in exercising any of its rights, powers and remedies
hereunder or in accordance with laws (the “PARTY’S RIGHTS”) shall not lead to a
waiver of such rights, and the waiver of any single or partial exercise of the
Party’s Rights shall not preclude such Party from exercising such rights in any
other way or exercising the remaining part of the Party’s Rights.

     

     

     

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    9.6           The
titles of the Articles contained herein are for reference only, and in no
circumstances shall such titles be used for or affect the interpretation of the
provisions

    


    9.7           Each
provision contained herein shall be severable and independent from each of other
provisions. If at any time any one or more articles herein become invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions herein shall not be affected thereby.

    


    9.8 Upon
execution, this Agreement shall replace any other previous legal documents
entered into by relevant Parties on the same subject matter.

    


    9.9           Any
amendments or supplements to this Agreement shall be made in writing and shall
take effect only when properly signed by the Parties to this Agreement.
Notwithstanding the preceding sentence, considering that the rights and
obligations of each Target Company and its Shareholders are independent and
severable from each other, in case that the amendment or supplement to this
Agreement is intended to have impact upon one of the Target Companies and its
Shareholders, such amendment or supplement requires only the approval of
Guo-Heng, the Target Company and its Shareholder while no consent is necessary
from the other Target Companies and their Shareholders (to the extent that the
amendment or supplement does not have impact upon such other
Shareholders).

     

    9.10         In
respect of the Shareholder and Target Company, they shall not assign any of
their rights and/or transfer any of their obligations hereunder to any third
parties without prior written consent from Guo-Heng; Guo-Heng shall have the
right to assign any of its rights and/or transfer any of its obligations
hereunder to any third parties designated by it after giving notice to the
Shareholders.

    


    9.11         This
Agreement shall be binding on the legal successors of the Parties.

    


    9.12          The
rights and obligations of Target Companies are severable and independent,
performance of this Agreement by any Shareholder and any Target Company shall
not affect the performance by the other Shareholders and other Target
Companies.

    


     

     

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      9.13          Notwithstanding
any provision to the contrary in this Agreement, new companies other than the
Target Companies and their shareholder(s) can be included as one party to this
Agreement by signing the Acknowledgement Letter in the form of Appendix to this
Agreement. The new companies shall enjoy the same rights and assume the same
obligations as other Target Companies; the shareholder(s) of the new companies
shall enjoy the same rights and assume obligations as the other Shareholders
hereunder. Since the rights and obligations of the Target Company and its
Shareholder(s) under the Agreement are severable and independent, the
participation
of the new target companies and their shareholders will not affect the rights
and obligations of the original Target Company and its Shareholders, the
participation of the new target companies only requires confirmation of Guo-Heng
by signing. Each of the Target Companies hereby irrevocably and unconditionally
agrees to the participation of the new companies and their shareholders, and
further confirms that the shareholder(s) of any new target company can entrust
the Trustees to exercise the voting rights according to the terms of this
Agreement not necessarily with consent of the original Target Companies or their
relevant Shareholder(s).

    

    


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    IN
WITNESS HEREOF, the following Parties have caused this Shareholders’ Voting
Rights Proxy Agreement to be executed as of the date first here above
mentioned.

    


    


    


    GUOJUN
WANG

    


    Signature
by:  /s/ Guojun Wang

    


    MING
MA

    


    Signature
by:  /s/ Ming Ma

    


    SHUANGDA
WANG

    


    Signature
by:  /s/ Shuangda Wang

    


    CAIQIN
WANG

    


    Signature
by:  /s/ Caiqin Wang

    


    YANJIE
LIU

    


    Signature
by:  /s/ Yanjie Liu

    


    DEJUAN
ZHOU

    


    Signature
by:  /s/ Dejuan Zhou

    


    YI
TAN

    


    Signature
by:  /s/ Yi Tan

    


    JINGRU
DU

    


    Signature
by:  /s/ Jingru Du

    


    JINGRU
DU

    


    Signature
by:  /s/ Jingru Du

    


    ZHENG
WANG

    


    Signature
by:  /s/ Zheng Wang

     

     

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    DALIAN
VASTITUDE MEDIA GROUP CO.,LTD. (Company chop)

    


    Signed
by:                      //signed//

    Name:

    Position:                      Authorized
Representative

    


    DALIAN
GUO-HENG MANAGEMENT AND CONSULTATION CO., LTD. (Company chop)

    


    Signed
by:                      //signed//

    Name:

    Position:                      Authorized
Representative

    


    


    SHENYANG
VASTITUDE MEDIA CO., LTD   (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


    


    TIANJIN
VASTITUDE AD MEDIA CO.,LTD (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:                      

    Position:                      Authorized
Representative

    


    DALIAN
VASTITUDE ENGINEERING & DESIGN CO., LTD (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


    DALIAN
VASTITUDE &MODERN TRANSIT MEDIA CO., LTD (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


    DALIAN
VASTITUDE NETWORK TECHNOLOGY CO., LTD (Company chop)

     

    
      Signed
by:                      //signed//

    

    Name:                          


    Position:                      Authorized
Representative

    


    


    


    


    


    14



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
I

    


    BASIC
INFORMATION OF OTHER TARGET COMPANY WHICH V-MEDIA HOLDS THE EQUITY

    
 

    
      
        	
                COMPANY

                NAME

              	 	
                REGISTERED

                ADDRESS

              	 	
                REGISTERED
      CAPITAL

              	 	
                LEGAL
      REPRESENTATIVE

              	 	
                EQUITY

                STRUCTURE

              
	
                Shenyang
      Vastitude Media Co., Ltd

              	 	
                No.5B-2-1,
      No.136,Huigong Road, Shenhe District, Shenyang, Liaoning

              	 	
                RMB
      3,000,000

              	 	
                Guojun
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd.  100%

              
	
                Tianjin
      Vastitude AD Media Co.,Ltd

                 

              	 	
                No.
      1-2-1217, Chengjijimao Centre, East-North Cross Corner of Xian Road and
      Changsha Road, Heping District, Tianjing

              	 	
                RMB
      1,000,000

              	 	
                Hongwen
      Liu

              	 	
                Dalian
      Vastitude Media Group Co., Ltd. 100%

              
	
                Dalian
      Vastitude Engineering & Design Co., Ltd

                 

              	 	
                No.
      7, Floor 8, No.68 Renmin Road, Zhongshan District, Dalian City,
      Liaoning

              	 	
                RMB
      3,000,000

              	 	
                Caiqin
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd. 83.3%, Caiqin Wang 13.3%, Hongwei Sun
      3.4%

              
	
                Dalian
      Vastitude & Modern Transit Media Co., Ltd

                 

              	 	
                No.401,
      Administrative Office, Huayuan Industrial Zone, Dalian,
      Liaoning

              	 	
                RMB
      4,000,000

              	 	
                Guojun
      Wang

              	 	
                Dalian
      Vastitude Media Group Co., Ltd 70%, Dalian Modern Transit Media Co., Ltd
      30%

              
	
                Dalian
      Vastitude Network Technology Co., Ltd

                 

              	 	
                No.1-3
      Room, 22#, No.541 Huangpu Road, Dalian New Technology and Industry
      Development Zone

              	 	
                RMB
      1,000,000

              	 	
                Hong
      Zhu

              	 	
                Dalian
      Vastitude Media Group Co., Ltd 60%, Dalian Chengshu Technology Co.,Ltd
      40%

              


      




    


    


    


    


    


    


    


    15


    


    


    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
II

    ACKNOWLEDGEMENT
LETTER

     
 

    


          [-]
(identity card number: ____________________)/[-] limited liability company
(registered address: ____________________)("PARTICIPATING SHAREHOLDER") and [-]
limited liability company (registered address: ____________________)
("PARTICIPATING TARGET COMPANY") hereby agree to participate each as an
independent contract party in the Shareholders' Voting Rights Proxy Agreement
dated NOVEMBER 6, 2009 among Guo-Heng (Dalian) Co., Ltd. and other relevant
parties ("PROXY AGREEMENT"). Participating Shareholder and Participated Target
Company agree to entrust the Trustees designated by Guo-Heng to exercise the
voting rights in Participating Target Company in respect of [ ]% of the equity
interest in the registered capital of Participating Target Company held by the
Participating Shareholder as of the date of the Acknowledgement Letter, on
behalf of Participating Shareholder.

          Once
this Acknowledgement Letter is executed by the Participating Shareholder and
Participating Target Company, Participating Shareholder and Participated Target
Company shall be deemed to have made the same undertakings and warranties with
those of the Shareholders and Target Companies under the Proxy Agreement, agreed
to respectively perform the obligations of the Shareholders and Target Companies
stipulated in the Proxy Agreement,

    and
acknowledged the rights and obligations of the Parties under the Proxy
Agreement.

     
 

    [EXECUTION
PAGE]

    [NAME OF
PARTICIPATING SHAREHOLDERS]

     
 

    (Company
chop)

    


    Signature
by : _____________

    Name:

    Position:
Authorized Representative]

    


    


    [NAME OF
PARTICIPATING TARGET COMPANY]

    (Company
chop)

    


    Signature
by : _____________

    Name:

    Position:
Authorized Representative

    


    DALIAN
GUO-HENG MANAGEMENT & CONSULTITION CO., LTD

     

     

    16


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (Company
chop)

    


    Signature
by : _____________

    Name:

    Position:
Authorized Representative

     

     

     

     

     

     

     

     

    17