exv10w3w4






EXHIBIT 10.3.4

Translation




CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS

BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTION.




Shanghai Media Group

2010 Advertisement Agency Agreement




No.: W2010013




          Party A: Shanghai Media Group; Shanghai Media Group Advertisement Operation Center (“Party A”)




          Party B: Qinghai Charm Advertising Company Limited (“Party B”)




          WHEREAS:




          Having each been granted the opportunity to read this Contract, Party A and Party B hereby
expressly understand and acknowledge as follows:




          1. Shanghai Media Group and Shanghai Media Group Advertisement Operation Center together
constitute Party A. Shanghai Media Group Advertisement Operation Center is an entity which
centrally manages and operates, under the authorization of Shanghai Media Group, advertisement
placement matters in respect of the media owned by Shanghai Media Group, and which is authorized to
exercise the rights hereunder and perform the obligations hereunder;




          2. Qinghai Charm Advertising Company Limited constitutes Party B. Party B is an advertisement
business entity which is lawfully organized in the People’s Republic of China, has been duly
registered with and approved by the industry and commerce administration, and is permitted to
engage in the business of placing advertisements in the media. Party B warrants that it has the
qualifications and ability to independently exercise its rights hereunder and perform its
obligations hereunder; and




          3. Party A conducted a public tendering in connection with its TV advertising business in
November, 2009. Beijing Yuedong Chuangshi Cultural Media Co., Ltd. won the bid regarding domestic
direct customers project DF10-0.




          4. Party B represents that its sole shareholder, Beijing Shidai Charm Advertising Co., Ltd.,
will hold 50% of equity interest in Beijing Yuedong Chuangshi Cultural Media Co., Ltd., whose
amendment to Administration of Industry and Commerce Registration is being applied for. Until the
completion of the amendment, Beijing Yuedong Chuangshi Cultural Media Co., Ltd. authorizes Party B
to exclusively operate the business under project DF 10-0, and Party B will pay Party A RMB***** on
December 31, 2009 and January 29, 2010, respectively, as the performance security deposit.




          5. In order to guarantee the performance of project DF 10-0, Party A agrees to sign a
cooperation agreement, under which Party B shall be the exclusive operator of the project and shall
assume all rights and obligations thereunder. Party A agrees to issue Party B the advertisement
agency certificate for 2010. Party A agrees that once the amendment to the Administration of
Industry and Commerce Registration for Beijing Yuedong Chuangshi Cultural











 



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Media Co., Ltd. is completed, Beijing Yuedong Chuangshi Cultural Media Co., Ltd. will assume
Party B’s rights and obligations under this agreement. The performance security deposit and
advertisement fee paid by Party B will be credited to the account of Beijing Yuedong Chuangshi
Cultural Media Co., Ltd. Party B and Beijing Yuedong Chuangshi Cultural Media Co., Ltd will use
their best efforts to transfer the rights and obligations under this agreement by March 1, 2010.




          6. Beijing Yuedong Chuangshi Cultural Media Co., Ltd. and Beijing Shidai Charm Advertising
Co., Ltd. shall be jointly and severally liable for Party B’s liability in connection with this
Agreement. Shidai Charm Advertising Co., Ltd. shall be jointly and severally liable for the
liabilities of Beijing Yuedong Chuangshi Cultural Media Co., Ltd. after the transfer mentioned in
the preceding paragraph. The liabilities include, but not limited to amount payable (including
principal amount, interest, fee, penalty interest, breaching penalty and damage), as well as
liabilities arise from non-performance, partial performance and unconsented modification. The
liability is limited to all the asset of Qinghai Charm Advertising Co., Ltd.




          The Parties share the common wish of engaging in friendly cooperation and developing the TV
advertisement business.




          NOW, THEREFORE, in accordance with relevant provisions of the Contract Law of the People’s
Republic of China, the Advertising Law of the People’s Republic of China and other relevant laws
and regulations, based on the principle of honesty and creditworthiness, friendly cooperation and
mutual benefits, Party A and Party B hereby reach the following agreements in respect of the
placement by Party B in 2010 of advertisements on the TV channels owned by Shanghai Media Group:




          Article 1 Definitions




          For the purpose hereof, unless otherwise required by the context, the following words and
expressions shall have the following meanings:




          1. Contract Price. For the purpose hereof, the term “Contract Price” means the amount to be
paid by Party B to Party A in accordance with Article 4.1 hereof.




          2. Erroneous Broadcasting. For the purpose hereof, the term “Erroneous Broadcasting” means the
broadcasting by Party A of the advertisements of Party B with an error of version, date, time slot,
channel, etc.




          3. Omitted Broadcasting. For the purpose hereof, the term “Omitted Broadcasting” means a
failure to broadcast the advertisement booked by Party B.




          4. Ceased Broadcasting. For the purpose hereof, the term “Ceased Broadcasting” means a
cessation by Party A of advertisement broadcasting due to force majeure or such causes as set out
in Article 6.5 hereof.




          Article 2 Term of Contract




          The term of this Contract shall commence as from January 1, 2010 and expire as of December 31,
2010.









 



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          Article 3 Scope of Contract




          1. Party B shall purchase from Party A the advertisement operation right for a total of *****
minutes per day and ***** minutes per day during the day and night time, respectively, on the
channel of Dragon TV.




          2. Party B’s advertisement operation right shall be limited to the time covered by this
Agreement. Non-traditional advertisement methods such as naming right, special broadcasting
sponsorship, content provider advertisement, program banner and virtual advertisement are not
subject to this Agreement.




          Article 4 Contract Price, Performance Security Deposit and Method of Payment




          4.1 The Contract Price to be paid by Party B for the purchase of the advertisement operation
right hereunder shall be RMB ***** (*****).




          4.2 Party B shall pay the Contract Price without delay in accordance with the following
schedule:




	 	 	 
	January, 2009:

	 	RMB*****
	February, 2009:

	 	RMB*****
	March, 2009:

	 	RMB*****
	April, 2009:

	 	RMB*****
	May, 2009:

	 	RMB*****
	June, 2009:

	 	RMB*****
	July, 2009:

	 	RMB*****
	August, 2009:

	 	RMB*****
	September, 2009:

	 	RMB*****
	October, 2009:

	 	RMB*****
	November, 2009:

	 	RMB*****
	December, 2009:

	 	RMB*****






          NOTE: The payment dates for the above payments shall all fall no later than the
25th day of each month. The performance security deposit to be separately paid by Party
B may be used, and shall only be used, to set off against the relevant amounts of the Contract
Price of the last two months of the term of the contract.




          4.3 Within one week from the execution hereof, Party B shall pay a sum of RMB***** to Party A
as the performance security deposit for its purchase of the advertising operation right hereunder.
If Party B fails to timely pay the full amount of such performance security deposit on a lump-sum
basis, Party A shall have the right to immediately terminate this Contract.




          4.4 Party B agrees that Party A may directly deduct from its performance security deposit the
advertisement broadcasting fee and such liquidated damages, indemnities and any other outstanding
payment as set out in Article 6. Party B shall make up the deducted performance security deposit
within 10 days from such deduction, failing which Party A shall have the right to proceed in
accordance with Article 6.3 hereof.












 



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          4.5 If Party B fails to pay in full the Contract Price, Party A shall have the right to treat
the performance security deposit as the money to set off the unpaid portion of the Contract Price.
Where such performance security deposit is not sufficient to cover such unpaid portion of the
Contract Price, Party A may separately claim the same from Party B.




          Article 5 Rights and Obligations of the Parties




          5.1 Party A shall be entitled to review the relevant qualifications of Party B before the
entry into of this Contract and Party B shall be obligated to truthfully provide relevant documents
to Party A in accordance with relevant requirements of the state and shall be held legally liable
for the truthfulness of such documents.




          5.2 Subject to written consent of Party A, Party B may exercise its rights in accordance with
the principle of “independent promotion, independent pricing and independent operation” in the
programs in respect of which Party B has the operation right as an agent hereunder, provided that
Party B shall cooperate with the special requests imposed by Party A on the broadcasting of
relevant brand advertisements in light of the requirements of relevant laws, regulations and
policies, the need for public opinion guidance management or the need to stabilize or safeguard
market order.




          5.3 Party B covenants that during the course of the operations conducted by it in 2010 as an
agent hereunder, it shall refrain from applying the CPRP, or cost per rating point method to its
customers and shall safeguard the stability of the pricing system in conjunction with Party A.




          5.4 The Parties shall separately determine, by way of advertisement placement and broadcasting
booking orders, the lengths and positions of the advertisements to be actually placed and
broadcasted during the performance of this Contract. The booking orders of Party B shall in
principle be in the form of an original copy duly signed by the business personnel of Party B and
affixed with the corporate seal of Party B. Party B shall provide the name list of such business
personnel to Party A for its confirmation and recordal. If Party B makes the order by fax, then, in
addition to the signature and sealing as required of the original copy of an order, such faxed copy
shall also clearly set out the fax number and the transmission time. A booking order will become
effective immediately upon confirmation, signature and sealing by the business personnel of Party
A.




          5.5 The Parties agree that the broadcasting of advertisements hereunder during each day or
period shall be based on the program play-out schedule of the day of broadcasting. Where Party B
fails to provide the advertisement schedule, or where Party B provides an advertisement schedule
with advertisement broadcasting times different from the advertising operation time of such day or
period as notified by Party A to Party B in accordance with this Contract, Party B shall be deemed
to have used its advertising operation right in respect of such day or period in full conformity
with this Contract.




          5.6 The advertisements provided by Party B shall comply with the Advertising Law of the
People’s Republic of China and relevant laws and regulations and shall not violate











 



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any prior right of any third party. Party B shall furnish to Party A relevant certificates
and approvals issued by relevant competent authorities. Medical advertisements shall be subject to
review and approval by relevant authorities of Shanghai City. Party B further agrees to strictly
abide by relevant requirements of relevant competent authorities of the state on the placement and
broadcasting of advertisements as well as the Advertisement Placement and Broadcasting Instructions
issued by Party A. Otherwise, Party A shall have the right to decline the broadcasting of such
advertisements and Party B shall bear all losses arising therefrom. Party B shall be responsible
for any economic and legal liabilities resulting from any political mistake or breach of relevant
regulations arising after the broadcasting of any advertisement. Party A shall not be held liable,
on account of its act of review, for the lawfulness and truthfulness of the content of any
advertisement or any consequence arising from such advertisement.




          5.7 Party A shall have the right to review the sample tapes of advertisements in terms of
their content, expressive form, technical standard, etc and to demand Party B to make modifications
to sample tapes of advertisements which contain contents and expressive forms that are in violation
of applicable laws, regulations and rules or which fail to meet technical standards. Unless and
until such modifications are made, Party A shall have the right to refuse the broadcasting of the
same and Party B shall bear all losses arising therefrom.




          5.8 The advertisement broadcasting tapes and advertisement placement and broadcasting orders
of Party B shall be delivered to Party A ten days before the broadcasting date and Party B shall be
liable for the broadcasting delay arising out of its failure to deliver the same. The advertisement
broadcasting tapes shall be consistent with the sample tapes of advertisement which have been
previously provided to, and approved by, Party A and shall equally be consistent with the version
indicated in the relevant advertising placement and broadcasting order, failing which Party B shall
be responsible for all liabilities arising therefrom. A tape number shall be applied for in
relation to an advertisement before it is broadcasted, and the booking order shall state not only
the relevant version or the relevant brand but shall also state the relevant tape number, which
shall have the overruling effect. If the booking order of Party B contains the brand or version
information only and does not contain the tape number information, Party A shall have the right to
refuse to broadcast the advertisement and Party B shall bear all losses arising therefrom.




          5.9 Any modification or cancellation by Party B of an advertisement order shall be notified by
way of a signed written notice to Party A seven business days before the broadcasting date of the
advertisement and shall obtain written consent of Party A. If such notice is provided to Party A
four business days before the broadcasting date of the advertisement and if Party A grants its
consent, Party B shall pay to Party A a fee equal to *****% of the modified or cancelled portion of
the original order. No advertisement order may be modified or cancelled three business days before
its broadcasting date.




          5.10 Any objection by Party B to the broadcasting of an advertisement shall be made in writing
within 15 business days from the agreed broadcasting time of the advertisement and shall be
accompanied by written and taped broadcasting monitoring documents issued by an authoritative
broadcasting monitoring company acceptable to the Parties. If Party B has not made any written
objection within such 15 business days, the broadcasting of such advertisement shall











 



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be deemed accurate and valid. Party A may at the request of Party B issue a broadcasting
completion certificate within 30 days from the broadcasting date of an advertisement.




          5.11 Party B shall timely make the payments agreed hereunder. Party B shall not demand a
reduction of the agreed total Contract Price on grounds of insufficient advertisement business
development or any other reasons.




          5.12 Party B undertakes to place without delay the advertisements in accordance with the
requirements set out herein within the times and deadlines agreed herein. Party A will not
broadcast any advertisement which has missed such time and deadline.




          5.13 During its performance of the advertising agency contract hereunder, Party B shall be
responsible for resolving, and shall assume relevant liabilities for, any creditor rights, debt or
other economic disputes arising as a result of reasons attributable to Party B or its customers, or
any suit or dispute arising after the broadcasting of any advertisement.




          5.14 During its conduct of the advertising agency operations hereunder, Party B shall give
Party A a written notice of any of its change in equity interests, material asset disposal,
lawsuits and other material matters, as well as any material project cooperation, mortgage creation
or loan extension and like economic activities in relation to a third party and shall provide
relevant documents together with such notice. Party A reserves the right to pursue Party B for its
failure to comply with this notice obligation.




          Article 6 Breach of Contract Liabilities




          6.1 Party B agrees that it shall immediately notify Party A of any of its breaches of the
foregoing provisions and shall timely take actions to duly remedy the same; and that it shall
solely assume all relevant losses, responsibilities, obligations and expenses and breach of
contract liabilities; and that Party A shall have the right to immediately terminate this Contract.




          6.2 Upon its entry into force, this Contract shall not be unduly modified or terminated by
neither of the Parties. In addition to complying with laws and relevant contractual provisions, any
termination or modification of this Contract shall be subject to the mutual agreement of the
Parties and shall be effected by a separate supplementary agreement to be entered into by the
Parties in accordance with law. Failure to comply with the foregoing sentence shall be deemed a
breach of this Contract. In addition to its right to request the breaching Party to continue to
perform this Contract, the non-breaching Party shall also have the right to demand the breaching
Party to pay liquidated damages equal to *****% of the portion of the Contract Price which remains
to be performed.




          6.3 Party B shall make the payments in accordance with this Contract. Late payment by Party B
shall entitle Party A to cease the broadcasting of Party B’s advertisements and ultimately, to
unilaterally terminate this Contract without a refund of the performance security deposit to Party
B. In addition, Party A shall be entitled to request Party B to pay to it a late payment penalty
equal to *****% of the aggregate sum of late payment for each day of delay until full settlement of
such late payment. If a payment by Party B becomes overdue for











 



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more than 30 days, Party B shall, in addition to the late payment penalty, pay to Party A late
payment damages equal to *****% of the overdue payment.




          6.4 If Party B is breach of Article 5.3 hereof, Party B shall assume breach of contract
liabilities and forfeit the performance security deposit and Party A shall be entitled to
immediately terminate this Contract.




          6.5 Party A shall broadcast Party B’s advertisements in accordance with this Contract. In the
event of an Erroneous Broadcasting or a Omitted Broadcasting, Party A will make up the broadcasting
in accordance with the principle of “One Make-up Broadcasting for One Erroneous Broadcasting; Two
Make-up Broadcastings for One Omitted Broadcasting”, with the make-up broadcasting time slots to be
arranged for by Party A in accordance with the program schedule. However, if, due to a change in
the programs of the various TV channels owned by SMG, the order of a superior authority, or a
mechanical failure and like reasons, a program or its broadcasting time or channel has been
modified and has thereby made it impossible to broadcast an advertisement or has thereby resulted
in an inconsistency between the actual broadcasting of the advertisement and its booking order, no
breach shall be deemed to have occurred.




          Article 7 Independent Contractors




          7.1 The Parties hereto are independent contractors and no joint venture, partnership or
employment relationship is created between the Parties. No Party or any of its employees or agents
may conduct, or attempt to conduct, business on behalf of the other Party as a partner,
representative, employee or otherwise or represent itself as such either explicitly or implicitly.




          7.2 Without written consent of Party A, Party B may not carry out external publicity
activities by representing itself as a sponsorship partner or sponsor of the programs of Party A,
nor shall it use the names, logos or other marks of Party A or SMG.




          Article 8 Contractual Effect




          8.1 Without written consent of Party A, Party B may not assign this Contract or any of its
rights and obligations hereunder. Where Party B is found to have made such an assignment without
authorization, Party B shall forfeit the performance security deposit and Party A shall be entitled
to immediately terminate this Contract.




          8.2 The following documents shall have the same legal force as this Contract:



(1) Advertisement placement booking orders;



(2) The last released 2010 standard advertising prices list (in the event of any change, the
standard price/s released by Party A immediately thereupon shall apply);



(3) Advertisement Placement and Broadcasting Instructions;



(4) Hard-Sell Advertisement Resources Table; and



(5) Notes on the Advertising Resources Table.










 



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          Article 9 Force Majeure




          If, due to earthquake, typhoon, flood, fire, the order of a superior authority and other force
majeure events, a Party is prevented from continuing to perform this Contract, the Parties shall
terminate this Contract without liability to each other, provided that the affected Party shall
have timely notified the other Party upon occurrence of the force majeure event.




          Article 10 Dispute Resolution




          Upon effectiveness of this Contract, any dispute arising out of its performance shall be
resolved by the Parties through amicable consultations, failing which, such dispute may be
submitted by the Parties to the People’s Court of the place of performance of this Contract.




          Article 11 Effectiveness




          11.1 This Contract shall be made in Chinese in four originals, with each of the Parties
holding two copies thereof. Each copy shall have the same legal force.




          11.2 This Contract shall become effective on the date when it is signed and sealed by each of
the Parties.




	 	 	 
	Party A:

	 	Party B:
	Shanghai Media Group;

	 	Qinghai Charm Advertising Company
	Shanghai Media Group

	 	Limited
	Advertisement Operation Center
	 	 
	 
	 	 
	By:

	 	By:
	(Seal)

	 	(Seal)
	 
	 	 
	Date: Feb 9, 2010

	 	Date: Feb 8, 2010
	 
	 	 
	Guarantor:

	 	Guarantor:
	Beijing Shidai Charm Advertising

	 	Beijing Yuedong Chuangshi Cultural Media
	Shanghai Media Group

	 	Company Limited
	Advertisement Operation Center
	 	 
	 
	 	 
	By:

	 	By:
	(Seal)

	 	(Seal)
	 
	 	 
	Date:

	 	Date: