exv10w3w1






EXHIBIT 10.3.1

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

Advertising Agency Agreement



Contract No. 2008-B005



Party A: Shanghai Media Group and Advertising Management Center of Shanghai Media Group (“Party A”)



Party B: Shanghai Haobangyang Advertising Co., Ltd. (“Party B”)



Whereas,



This contract indicates to Party A and Party B and both parties explicitly understand and confirm
that:



1. Shanghai Media Group and Advertising Management Center of Shanghai Media Group are together
Party A to this contract. Advertising Management Center of Shanghai Media Group is an entity
authorized by Shanghai Media Group to generally manage and operate placement of its advertisements
and authorized to exercise its rights and fulfill its obligations hereunder;



2. Shanghai Hao Bangyang Advertising Co., Ltd. is Party B to this contract. Party B is an
advertising agent duly formed in the People’s Republic of China and approved to engage in
advertising on media by the relevant industry and commerce administration authority. Party B
warrants that it has the qualification and authority to independently exercise its rights and
perform its obligations hereunder;



3. Both parties are willing to cooperate friendly and explore TV advertising business.



Now therefore, pursuant to the Contract Law of the People’s Republic of China and Advertising Law
of the People’s Republic of China as well as relevant laws and regulations, upon the principles of
integrity, cooperation and mutual-benefit, with respect to the purchase by Party B of the channel
advertising rights of Shanghai Oriental STV, which is run by Shanghai Media Group, the Parties
enter into this contract as follows:



Article 1 Definitions



As used herein, unless otherwise provided in the context, the following words and terms shall have
the following meanings:






1









 








1. Attachment



The Attachment referred to herein means Breakdown of Advertising Agency of Shanghai Oriental STV
Channel for 2008. Both parties have carefully read, sufficiently comprehended and hereby
acknowledge such Attachment.




2. Telecast Mistake



Telecast Mistake referred to herein means any mistake of Party A in telecasting an advertisement of
Party B with respect to version, date or time.




3. Telecast Failure



Telecast Failure referred to herein means the failure to telecast an advertisement ordered by Party
B.




Article 2 Term of Contract



The term of this contract shall commence on 1 January 2008 and end on 31 December 2008.




Article 3 Content of Contract



1. Party A will grant Party B the advertising agency rights on the programs and advertising time
listed in the Attachment in accordance with the terms and conditions agreed hereunder for Party B
to operate advertisements of such channel as an agent.



2. Party A shall telecast advertisements as agreed and may not accept other clients to place any
advertisement to and in abovementioned programs and advertising time during the term of this
contract.



3. The advertising agency rights granted to Party B shall be limited to the programs and
advertising time listed in the Attachment. Party B shall obtain and maintain advertising agent
qualification required by laws, be responsible for solicitation of advertisement clients and
promotion of relevant programs, preparation of all licenses required for telecasting advertisements
and filing for review of advertisement materials, and pay on its own account expenses for
conducting aforementioned work, as well as make payment to Party A on a timely basis.



4. The scope of advertising agency granted to Party B hereunder includes hard advertisements and
plug-in advertisements, but excludes manufacturer advertisements, nominating rights and other
interests on plug-in advertisements deriving from introduced programs and direct sale shopping
programs and other secondary advertisements.




Article 4 Contract Price, Guarantee Deposit and Payment






2









 







1. The contract price for the advertising rights hereunder shall be Renminbi ***** yuan (*****
yuan).



2. Party B shall pay the contract price in the following way:




January 2008: ***** yuan

February 2008: ***** yuan

March 2008: ***** yuan

April 2008: ***** yuan

May 2008: ***** yuan

June 2008: ***** yuan

July 2008: ***** yuan

August 2008: ***** yuan

September 2008: ***** yuan

October 2008: ***** yuan

November 2008: ***** yuan

December 2008: ***** yuan



Note: the date to pay the foregoing amount in each month shall be prior to the 25th day
of such month. The guarantee deposit may and may only be converted into corresponding amounts
payable by Party B for the last two months of the term.



3. Party B shall pay Party A an amount equal to ***** yuan as the guarantee deposit for purchasing
the advertising rights hereunder (“Deposit”) within one week following execution of this contract.
If Party B fails to fully pay the Deposit on a timely basis, Party A shall have the right to
immediately terminate this contract.



4. Party B agrees that Party A may directly deduct from the Deposit the advertisement telecast
fees, penalties, indemnities and other payables. Party B shall make additional payment for the
deducted part within ten days after Party A deducts such amount from the Deposit. If Party B fails
to make such payment on a timely basis, Party A shall have the right to take action as provided in
Section 3 of Article 6 hereof.



5. If Party B fails to pay the contract price, Party A shall have the right to set off the Deposit
against such unpaid contract price. If the Deposit is less than such unpaid contract price, Party
A may request Party B to make additional payment.




Article 5 Rights and Obligations of the Parties



1. Party A shall have the right to conduct relevant qualification review against Party B before
entering into this contract, while Party B shall be obligated to provide relevant materials as
required by relevant rules of the State and responsible for the accuracy of the materials provided.



2. Party A and Party B shall comply with laws and regulations related to telecast of TV


3









 






advertisements. Party A shall endeavor to maintain relative stability of programs and telecast
timetables and completeness of the advertising resources set forth in the Attachment. In special
situations, the parties in cooperation shall resolve such situations through friendly discussion on
a case-by-case basis.



3. During the term of this contract, Party A shall assist with coordination of advertising. The
telecast of any advertisement provided by Party B, in whatever form, shall follow the operation
procedures of Party A. The telecast of any advertisement of Party B that involves background
plates, station sheets and other advertising forms used in a live program or later screen treatment
shall be made to the extent permitted by the program and as approved by the responsible department
of such program and Party A. If Party B contacts directly with a channel or any other party to
place advertisements on such channel, the fees for such advertisements shall be double of the
uniform advertising price for the factual telecast time and shall be paid to Party A in the month
when such advertisements are telecast.



4. Party B shall cooperate with Party A to insert marketing videos regarding the channel and its
programs which have been reviewed by Party A at any time during the advertising period under agency
of Party B.



5. Subject to written consent of Party A, Party B may have discretion to promote, price and manage
the programs under its agency.



6. Party B undertakes not to apply CPRP model in operating contracted programs in 2008 for the
purpose of jointly maintaining stability of price mechanism.



7. If Party A raises certain additional requests with respect to advertising of certain brands,
Party B shall have the obligation to cooperate.



8. Party B warrants to place advertisements on a timely basis at designated time in a designated
session in accordance with the content given to each program by this contract. Otherwise, delayed
advertisements will not be telecast.



9. The marketing team of Oriental STV under supervision of Party A will actively cooperate with
Party B in advertising operation. The specific content and mode will be determined and agreed
separately.



10. Both parties agree that telecast of advertisements for every day or every session shall follow
the program schedule for such day. If Party B fails to provide advertisement schedule or the
telecast time on the schedule provided by Party B is inconsistent with the advertising time granted
by Party A for operation of Party B as agreed for that day or that session, Party B shall be deemed
to have completely used its advertising right for such day or session hereunder.



11. The advertisements to be provided by Party B shall comply with the Advertising Law of the
People’s Republic of China and relevant laws and regulations, without infringement


4









 






on existing
rights of any third party. Party B shall provide Party A with relevant certificates and approvals
issued by competent regulatory agencies. Advertisements related to medical treatment shall be
reviewed by competent administrative authorities of Shanghai. Meanwhile, Party B agrees to
strictly comply with relevant rules of the State Administration of Radio, Film and Television
regarding TV advertising and Advertisement Placement Guides of Party A, otherwise Party A shall
have the right to reject and Party B shall assume all losses incurred thereby. If there is any
political mistake or violation of relevant regulations after telecast of any advertisement, Party B
shall be responsible for all economic and legal liabilities arising thereof. Party A’s review
shall not cause any responsibility on it for the validity and truth of the content and any possible
consequence.



12. Commencing from 1 January 2008, Party B shall provide IMX tapes 10 days prior to the intended
telecast day, otherwise, Party A shall have the right to reject and Party B shall assume all losses
incurred thereby. Party A shall have the right to review the sample tapes provided by Party B with
respect to content, form and technical standard and request Party B to modify the tapes of which
the content and form are not in compliance with laws, regulations and rules and the tapes which
fail to meet technical standards. Party A will have the right to reject to telecast until Party B
has made such modification, and Party B shall assume all losses incurred thereby.



13. The advertisement tapes for telecast shall be consistent with the sample tapes which are
provided by Party B and reviewed by Party A as well as the version set forth in the placement
order. In case of inconsistency, Party B shall assume relevant liabilities arising thereof. Party
B shall apply for a tape number before placing any advertisement. The placement order shall
indicate such number, in addition to version or brand information, and such number shall govern.
If the placement order of Party A does not contain tape number but only brand or version
information, Party A shall have the right to reject and Party B shall assume all losses incurred
thereby.



14. Party B shall obtain consent from Party A, which consent shall be in writing, before it changes
or cancels any advertising orders, and notify Party A with a written chopped document seven
business days prior to the intended telecast date of such advertisement. If Party B notifies Party
A of such change or cancellation four business days prior to the intended telecast date of such
advertisement, Party B shall pay Party A a charge equal to *****% of the amount changed or
cancelled from the original order. Party B may not change or cancel any advertising order within
three business days prior to the telecast date.



15. If Party B has doubt about any advertisement, it shall indicate in writing to Party A within 15
business days after the agreed telecast time of such advertisement and provide written and recorded
video materials issued by a television inspection company mutually recognized by both parties; if
Party B fails to indicate its doubt in writing to Party A within 15 business days after such
advertisement is telecast, such advertisement will be
deemed to have been properly and validly telecast. Party A may, upon request of Party B, provide
telecast proof within thirty days after the telecast time.



16. Party B shall pay the agreed amounts on a timely basis. Party B may not request


5









 






decrease of
the aggregate contract price agreed based on insufficient solicitation of advertisements or any
other reason.



17. If the advertising time resource is not fully used by Party B due to insufficient solicitation
of advertisements or any other reason, the unused part shall be deemed as abandoned by Party B.
Party B may not request to use such unused part in following years or use such unused part to set
off advertising fees for following years.



18. During performance of this advertising agency contract by Party B, any indebtedness or other
dispute arising due to reasons of Party B or its clients, or any lawsuit and dispute arising out of
any advertisement telecasted, shall be resolved by Party B, with relevant liabilities borne by
Party B.



19. During the term of its advertising agency, Party B will inform the organizing party in writing
of any shareholding change, disposal of material asset, litigation and any other material matter or
cooperation in material projects, mortgage, borrowings and any other economic action. If Party B
fails to perform its obligation to inform, Party A will have the right to sue and recourse.




Article 6 Breach of Contract



1. Party B agrees that if it is in breach of section 16 of Article 5 hereunder, it shall promptly
inform Party A and correct such breach on a timely basis, as well as assume all relevant losses,
liabilities, obligations and expenses; in addition, Party A shall have the right to immediately
terminate this contract.



2. After this contract becomes effective, neither party may modify or terminate this contract
without consent. The termination and modification of this contract, subject to applicable law and
provisions hereunder, shall be mutually agreed by both parties which shall enter into a
supplementary agreement separately. The failure to abide with the foregoing provision will
constitute a breach of contract of the relevant party. If Party B terminates this contract, Party
A will not refund the contract price and deposit already paid and shall have the right to require
Party B to indemnify its losses equal to the sum of the unpaid contract price for the rest of the
year.



3. Party B shall make payment in accordance with this contract. In case of any delay in payment by
Party B, Party A shall have the right to suspend telecasting Party B’s advertisements and finally
unilaterally terminate this contract, without refunding the deposit. Furthermore, Party A will
have the right to require Party B to pay to it a delay penalty amounting to *****% of the aggregate
amount in delay for each day until Party B has made such payment. If Party B delays in making any
payment for thirty
consecutive days, in addition to such delay penalty, Party B shall pay Party A an indemnification
penalty amounting to *****% of the unpaid amount.



4. Party B shall assume liability for breach of contract for its breach of section 6 of Article 5
hereof, and Party A will have the right to take the deposit and revaluate the amount under


6









 






this
contract or immediately terminate this contract.



5. Party A shall telecast the advertisements provided by Party B as agreed herein. If there is any
Telecast Mistake or Telecast Failure due to reasons of Party A, such advertisement shall be
re-telecast pursuant to the principle “one mistake, one time re-telecast; one missed, twice
telecast”. The advertisement time for such re-telecast or telecast shall be determined by Party A
in accordance with its program schedules. Notwithstanding the foregoing, if any advertisement
cannot be telecasted or the final telecasted advertisement is inconsistent with the order due to
change of the program or the time of the program which arises out of adjustment of channels and
programs of Shanghai Oriental STV, an order from supervising authorities, machine malfunction or
other reasons, such failure or inconsistency will not be deemed “Telecast Mistake” or “Telecast
Failure”.




Article 7 Independency



1. Either party is an independent contract party to each other and there is no affiliation,
partnership or employment relationship between the parties. Either party as well as its employees
and agents may not or try to operate as a partner, representative or employee of the other party or
explicitly or implicitly make such statement.



2. Without written consent of Party A, Party B may not market itself to others as a sponsorship
partner or program sponsor of Party A. Any use of the name, logo or other marks of Party A or
Shanghai Media Group shall be submitted in writing for review and approval of Party A in advance
and may not be made until so approved.




Article 8 Effect of Contract



1. This contract constitutes the complete agreement between the parties with respect to the subject
matter hereunder and supersedes all preceding oral or written minutes, memoranda, contracts and
agreements and negotiation documents between the parties.



2. Without written consent of Party A, Party B may not assign this contract or any of its rights or
obligations to any third party. Otherwise, such assignment will be deemed as breach of contract.



3. The Breakdown of Advertising Agency of Shanghai Oriental STV Channel, as the Attachment to this
contract, is part of this contract, having the same legal effect as this contract. Any supplement,
deletion or modification to any provision hereof shall be in writing and may not become effective
until executed by duly authorized representatives of both parties. The supplementary or modified
document to this contract shall have the same effect as this contract and supersede corresponding
parts herein.



4. The following documents shall have the same effect as this contract:




(1) Advertising orders;

(2) Latest uniform advertising price list issued by Party A for 2008 (in case of any change,




7









 





the current price list then issued by Party A shall prevail);

(3) Advertisement Placement Guides;

(4) Breakdown of Advertising Agency of Shanghai Oriental STV channel;

(5) List of Oriental STV Advertising Resources contracted by Hao Bangyang; and

(6) Notes to Resource List.




Article 10 Force Majeure



If any party is prevented from continuing implementation of this contract by earthquake, typhoon,
flood, fire, order from Party A’s supervising authorities and change of government policies or any
other force majeure event, this contract shall terminate and neither party may owe liability for
breach of contract to the other party, provided that, the affected party shall promptly inform the
other party after occurrence of such force majeure event for the purpose of discussing follow-on
matters.




Article 11 Resolution of Disputes



After this contract becomes effective, all disputes between the parties during performance shall be
resolved through friendly discussion. The parties agree that any dispute that cannot be resolved
through discussion shall be submitted to the People’s Court corresponding to the location where
this contract is implemented.




Article 12 Effectiveness Provisions



1. This contract is made in Chinese, with four originals, two of which shall be kept by each party
respectively and each original shall have the same legal effect.



2. This contract shall become effective on the date executed and signed, having four originals, two
of which shall be kept by each party respectively.



Party A: Shanghai Media Group and Advertising Management Center of Shanghai Media Group




Legal Representative/Authorized Representative:

Signature: /s/ Shanghai Media Group and Advertising Management Center of Shanghai Media Group

(Seal affixed)

Date: February 4, 2008




8









 





Party B: Shanghai Haobangyang Advertising Co., Ltd.




Legal Representative/Authorized Representative:

Signature: /s/ Shanghai Haobangyang Advertising Co., Ltd.

(Seal affixed)

Date: February 2, 2008









9









 








Appendix I: Advertisement Placement Order




Advertisement Placement Order of Shanghai Wenguang Media Group




Media: Oriental STV

Client: Shanghai Hao Bangyang Advertising Co., Ltd.









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
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	Program	 	/No.	 	Point	 	Length	 	Mon.	 	1	 	2	 	3	 	4	 	5	 	6	 	7	 	8	 	9	 	10	 	11	 	12	 	13	 	14	 	15	 	16	 	17	 	18	 	19	 	20	 	21	 	22	 	23	 	24	 	25	 	26	 	27	 	28	 	29	 	30	 	Rate	 	Discount	 	Fee	 	Fee
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Price (Renminbi):
	Note:







	 	 	 
	Shanghai Haobangyang Advertising Co., Ltd.

	 	Shanghai Wenguang Media Group
	 
	 	 
	Signature:

	 	Signature:
	Seal:

	 	Seal:
	Address:

	 	          Address:
	Tel:

	 	Tel:
	Date:

	 	          Date:






10









 







Appendix II: Advertisement Rates List of Oriental STV

(effective as of February 1, 2008)






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Renminbi: Yuan/Time
	Time	 	Program	 	 	 	5 Seconds	 	15 Seconds	 	30 Seconds
	0700-0900
	 	View on Orient-Break
	 	Mon.-Sun.
	 	4500
	 	9000
	 	15000
	0900-0950
	 	Finance Morning -Break
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	1000-1130
	 	Morning Cinema- P&S Ad.
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	 	Morning Cinema- Break
	 	Mon.-Fri.
	 	6000
	 	12000
	 	20000
	 	Morning Cinema- Ending
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	0830-1200
	 	Weekend Cinema- Break
	 	Sat.-Sun.
	 	6000
	 	12000
	 	20000
	1130-1200
	 	Finance Stop — Break
	 	Mon.-Fri.
	 	6000
	 	12000
	 	20000
	1200-1230
	 	Oriental Noon News- Break
	 	Mon.-Sun.
	 	7500
	 	15000
	 	25000
	1230-1300
	 	True Story- Break
	 	Mon.-Fri.
	 	6000
	 	12000
	 	20000
	1230-1300
	 	Know about them
	 	Sat.
	 	6000
	 	12000
	 	20000
	1230-1300
	 	Kefan Listening
	 	Sun.
	 	6000
	 	12000
	 	20000
	1300-1330
	 	China Businesses
	 	Sat.
	 	6000
	 	12000
	 	20000
	1300-1330
	 	New City (repeated)- Break
	 	Mon.-Fri.
	 	7200
	 	14400
	 	24000
	1330-1530
	 	Weekend Entertainment

(repeated)- Break
	 	Sun.
	 	7200
	 	14400
	 	24000
	1330-1500
	 	Noon Cinema- P&S Ad.
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	 	Noon Cinema- Break
	 	Mon.-Fri.
	 	6000
	 	12000
	 	20000
	 	Noon Cinema- Ending
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	1500-1530
	 	Finance Review- Break
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	1530-1800
	 	Afternoon Cinema- P&S Ad.
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	 	Afternoon Cinema- Break
	 	Mon.-Fri.
	 	6000
	 	12000
	 	20000
	 	Afternoon Cinema- Ending
	 	Mon.-Fri.
	 	5400
	 	10800
	 	18000
	1735-1800
	 	China Police Report- Break
	 	Sat.
	 	13500
	 	27000
	 	45000
	1735-1800
	 	Auto World- Break
	 	Sun.
	 	13500
	 	27000
	 	45000
	1800-1830
	 	Short Show- Break
	 	Mon.-Sun.
	 	13500
	 	27000
	 	45000
	1830-1858
	 	Oriental News- Break
	 	Mon.-Sun.
	 	16500
	 	33000
	 	55000
	1858-1900
	 	before CCTV News
	 	Mon.-Sun.
	 	16500
	 	33000
	 	55000
	1930-1935
	 	before Gold Cinema
	 	Mon.-Sun.
	 	16500
	 	33000
	 	55000
	1935-2100
	 	Gold Cinema- P&S Ad.
	 	Mon.-Fri.
	 	17400
	 	34800
	 	58000
	 	Gold Cinema- Ending
	 	Mon.-Fri.
	 	17400
	 	34800
	 	58000
	2100-2130
	 	Real Story- Break
	 	Mon.-Fri.
	 	17400
	 	34800
	 	58000
	2130-2200
	 	New City- Break
	 	Mon.-Sat.
	 	17400
	 	34800
	 	58000
	1935-2130
	 	Weekend Entertainment- Break
	 	Sat.
	 	26400
	 	52800
	 	88000
	1935-2100
	 	Star Dream/ Unusual Memory
	 	Sun.
	 	24000
	 	48000
	 	80000
	2100-2200
	 	Deep 105- Break
	 	Sun.
	 	19500
	 	39000
	 	65000
	2200-2230
	 	Oriental Evening News- Break
	 	Mon.-Sun.
	 	18000
	 	36000
	 	60000
	2230-2330
	 	Oriental Record- Break
	 	Mon.-Fri.
	 	15000
	 	30000
	 	50000
	2230-2330
	 	Boss Tang- Break
	 	Sat.
	 	16500
	 	33000
	 	55000
	2230-2300
	 	Expo Links- Break
	 	Sun.
	 	15000
	 	30000
	 	50000
	2300-2400
	 	Brain Storm
	 	Sun.
	 	16500
	 	33000
	 	65000
	2330-2400
	 	Short Show (repeated)- Break
	 	Mon.-Sat.
	 	10500
	 	21000
	 	35000
	2400-2430
	 	Sport News- Break
	 	Mon.-Sun.
	 	6000
	 	12000
	 	20000
	2430-2530
	 	Sport Topics- Break
	 	Mon.-Sun.
	 	6000
	 	12000
	 	20000





Notes:



- Additional 20% will be charged for the first or last place; additional 10% for the second or the
second to last place; additional 5% for the third or the third to last place; additional 2% for any
other place required.



- Rates for advertisements with the following length of time will be calculated as follows: rate
for 20-second ads = 80%*rate for 30-second ads; rate for 10-second ads= 45%*rate for 30-second ads;
rate for 5-second ads= 30%*rate for 30-second ads;




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- In January, February, September and December of 2008, all rates for all advertisements at all
times will be increased by 10%.






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SMGA



Advertisement Placement Guides


1. Any advertisement to be placed with our center shall follow the then valid Advertisement Rates
List at the time executing the relevant agreement.



2. Advertisements to be placed with our center shall comply with the Advertising Law and be
supported with the following documents: business license; manufacture permit and trademark
registration certificate. Various approvals shall be presented for advertisements related to
medicines, cosmetic, medical equipment or foods as required by relevant decrees and orders of the
State and such advertisements shall contain such numbers stated on such approvals. Once an
advertisement has been telecast, any legal liability in violation of the Advertising Law shall be
borne by the provider of such advertisement.



3. In principle, the center will review the qualification of advertising agents and will collect
relevant prices and fees prior to advertisements being telecast.



4. If there is any inappropriate content in any advertisement being telecast, the center shall have
the right to require such content to be modified or relevant certificate to be provided. In case
such requirement is not satisfied, the center shall have the right to suspend telecasting.



5. After the advertising time and order has been confirmed, to change the schedule, the client
shall provide a written notice 7 working days in advance. If the client notifies such change with
a four-working-day advance notice, the client shall pay the center a penalty for breach equal to
20% of the price for the advertisement changed or canceled by such notice. No advertisement
placement order may be changed or canceled in three working days prior to the scheduled telecast
date.



6. In case of technical difficulty, equipment failure or unforeseeable program adjustment, the
center shall have the right to adjust the telecast date and time of advertisements without any
liability.



7. The advertisement tapes shall be delivered to the center at least ten days prior to the
scheduled telecast date. In case of delay in telecasting any advertisement due to failure to
deliver the relevant tape on a timely basis, the provider shall bear all costs and liabilities
incurred.



8. The provider shall have a sound supervising system. In case of any doubt concerning telecast of
any advertisement, the provider shall notify the center in writing within fifteen days after the
telecasting date of such advertisement and present a supervisory proof issued by a recognizable
supervising company. If the center confirms existence of any Telecast Mistake or Telecast Failure,
the center will arrange re-telecast for such advertisement pursuant to the principle “one mistake,
one time re-telecast; one missed,
twice telecast”. If the provider fails to notify such doubt within the abovementioned period, the
telecast of such advertisement will be deemed as correct and valid.



9. The right to interpret these guides remains with Advertising Management Center of Shanghai




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Wenguang Media Group.




Advertising Management Center of Shanghai Wenguang Media Group






14









 










Appendix IV




Breakdown of Advertising General Agency of Oriental STV Channel for 2008




(No. 2008-B005)



Shanghai Wenguang Media Group and its Advertising Management Center (Party A) and Shanghai
Haobangyang Advertising Co., Ltd. (Party B) have entered into an advertising agency agreement under
which Party B will act as Party A’s general agent for advertisements on Oriental STV Channel in
2008 (hereinafter referred to as the “Principal Contract”). In witness of such contract, with
respect to breakdowns of advertising time under agency, the parties agree to the following:



I. Party B will have the operation right for the advertising time set forth in the table below in
connection with the current Oriental STV Channel on the execution date of this appendix (within the
term of this agreement): please refer to the 2008 Advertising Resources List of Oriental STV
Contracted to Haobangyang and the Notes to the Resources List.



II. Party A agrees to grant Party B with the advertising agency and operation rights for the
programs and time set forth in the appendix in accordance with the terms and conditions agreed in
the Principal Contract.



III. In case of adjustment of programs, Party A will arrange the advertisements that should be
telecast in the original program to be telecast in the new program, provided that the aggregate
advertising time for the whole day is not affected. In case of adjustment of content of certain
program, the new advertising time under Party B’s agency will be agreed upon by the parties,
provided that the aggregate advertising time each day is not affected.



IV. The advertising time set forth in relevant table attached hereto is temporary. If
advertisements placed by clients increase, upon consent of Party A, Party B may, to an appropriate
extent, increase advertising time, provided that the aggregate length of advertising time under
general agency may not exceed that of 2007.



V. The “hard advertisement” time for all programs under Party B’s agency, such as contributing
sponsorship, denomination and sponsorship, has been included in the aggregate every-day advertising
time and will not be included additionally. Furthermore, the telecast of special advertisements
shall be determined pursuant to the actual telecast times of the relevant programs.



VI. Party B shall be responsible for expenses related to denomination, sponsorship and contributing
sponsorship, as well as preparation of background plates, table cards, product exhibition, table
sheets in the recording rooms and any other special advertisements.



VII. The special advertisements in the programs set forth in the appendix table may not affect
telecast process of the programs. Placement of such special advertisements, including without
limitation, denomination, sponsorship and contributing sponsorship, and background plates, table




15









 









cards, product exhibition and table sheets in the recording rooms shall be subject to written
consent of Oriental STV and the Advertising Management Center.



Party A: Shanghai Wenguang Media Group




              Advertising Management Center of Shanghai Wenguang Media Group




Legal Representative/Authorized Representative:

Signature (Seal): /s/ Shanghai Wenguang Media Group and Advertising Management Center of Shanghai

Wenguang Media Group

Date: February 18, 2008




Party B: Shanghai Haobangyang Advertising Co., Ltd.

Legal Representative/Authorized Representative:

Signature (Seal): /s/ Haobangyang Advertising Co., Ltd.

Date: February 2, 2008




16









 







Appendix V



2008 Advertising Resources List of Oriental STV Contracted to Hao Bangyang







Please refer to the following page for Notes to the Resources List.





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