Exhibit
4.13

     

    [Translation
of Chinese Original]

     

    Equity
Transfer Agreement

     

    between

     

    Wei
Gao

     

    and

     

    Junming
Wu

     

    For

     

    Beijing
Novel-Super Digital TV Technology Co., Ltd.

     

    Dated on
June 20, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Recitals

     

    Whereas,

     

    
      	
              (1)

            	
              Beijing
      Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as
      “the Target Company”) is a liability limited company registered,
      incorporated and legally existed under Chinese laws, with registered
      capitals of RMB33,058,400, with its address at Room 402, Building B, 5-2,
      Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing,
      of which the legal representative is Jianhua
  Zhu;

            


    

     

    
      	
              (2)

            	
              Wei
      Gao (hereinafter referred to as “Party A”) is a Chinese citizen, whose
      identification card number is 110108197910135427, legally holding 25%
      shares of the Target Company as of the execution date of this
      Agreement;

            


    

     

    
      	
              (3)

            	
              Junming
      Wu (hereinafter referred to as “Party B”) is a Chinese citizen, whose
      identification card number is 140103197202030695;
  and

            


    

     

    
      	
              (4)

            	
              As
      a shareholder of the Target Company, Party A intends to transfer all of
      his shares in the Target Company to Party B, and the Target Company will
      go through relevant registration formalities in accordance with Chinese
      laws and regulations;

            


    

     

    Through
friendly consultation, Party A and Party B (hereinafter collectively referred to
as “the Parties”) reached agreement on the relevant issues of the equity
transfer of the Target Company as below:

     

    Article
1 Definition and Interpretation

     

    
      	
              1.1

            	
              Definition

            


    

     

    Unless
otherwise provided for in this Agreement, the following terms shall have the
following meanings:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              (1) 
      “Force
      Majeure”

                                            	 
      	
                                              Refers
      to any event provided for in Article 8 hereof.

                                            
	 	 	 
	
                                              (2)  “Registration Administration Authority”

                                            	  	
                                              Refers
      to the State Administration for Industry and Commerce or its authorized
      local administration for industry and commerce.

                                            
	 	 	 
	
                                              (3) 
      “Articles of
      Association”

                                            	 
      	
                                              Refers
      to the Articles of Association of the Target Company.

                                            
	 	 	 
	
                                              (4) 
      “License”

                                            	 
      	
                                              Refers
      to any registration, filing, permission, consent, notarization,
      certificate, franchise, approval and license.

                                            
	 	 	 
	
                                              (5)  “Renminbi” or “RMB”

                                            	 
      	
                                              Refers
      to the statuary currency in China.

                                            
	 	 	 
	
                                              (6) 
      “Effective
      Date”

                                            	 
      	
                                              Refers
      to the effective date specified in Article 11.1
  hereof.

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      
        	
                (7) 
      “Completion
      Date”

              	
                  

              	
                Refers
      to the third business day upon the achievement of the last effective
      condition set forth in Attachment 1 hereto, or the even later date
      determined by Party B and informed to Party A in
  writing.

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (8) 
      “Conditions for
      Effectiveness”

                                	 
      	
                                  Refers
      to the conditions contained in Attachment 1 hereto for the completion of
      this transaction.

                                
	 	 	 
	
                                  (9) 
      “Business
      Day”

                                	 
      	
                                  Refers
      to the dates other than Saturdays, Sundays, and statutory holidays in
      China.

                                
	 	 	 
	
                                  (10) 
      “Business
      License”

                                	 
      	
                                  Refers
      to the corporate business license issued by the Registration
      Administration Authority to the Target Company.

                                
	 	 	 
	
                                  (11) 
      “China”

                                	 
      	
                                  For
      the purpose of this Agreement, refers to the People’s Republic of China,
      excluding the Hong Kong Special Administration Region, the Macao Special
      Administration Region, and Taiwan Region.

                                
	 	 	 
	
                                  (12) 
      “Chinese
      Law”

                                	
                                    

                                	
                                  For
      the purpose of this Agreement, refers to the laws, regulations, rules, and
      judicial interpretations promulgated by Chinese legislatures,
      administrative authorities, and judicial authorities at all levels, and
      known to the public, excluding the laws, regulations, rules, judicial
      interpretations or legal precedents of the Hong Kong Special
      Administration Region, the Macao Special Administration Region, and Taiwan
      Region.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    
      	
            	
              (1)

            	
              The
      terms of “in this Agreement”, “within this Agreement”, and “under this
      Agreement” or the similar reference terms referred to in this Agreement
      shall refer the entire Agreement other than any special clause under this
      Agreement. Unless otherwise expressly defined in this Agreement, the term
      of “including”, with “but not limited to” or not, shall be regarded as
      “including but limited to”.

            


    

     

    
      	
            	
              (2)

            	
              The
      reference to this Agreement includes the amendments, alterations,
      supplements, substitutions to and/or repetition of this Agreement and its
      attachments by any means from time to time. The attachments to this
      Agreement are integral parts hereof, as is fully expressed in the text
      hereof. Unless otherwise required by the context hereof, the reference to
      a specified section, paragraph, clause and attachment shall be deemed as
      the reference to that specified part hereof. In case of any conflict
      between the attachment hereto and other parts hereof, the later shall
      prevail.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Article
2 Representation, Warranty and Undertaking

     

    
      	
              2.1

            	
              Representations
      and Warranties of the Parties

            


    

     

    Each
party represents and warranties to the other party that the following
descriptions are authentic and accurate in all substantial respects as of the
execution date of this Agreement, do not result in any significant misleading in
any respect, and will remain their authenticity and accuracy from the effective
date and completion date:

     

    
      	
            	
              (1)

            	
              The
      Parties are Chinese citizens;

            


    

     

    
      	
            	
              (2)

            	
              The
      Parties have, or have obtained, all and any right, license, and necessary
      consent from third party for the execution of this Agreement, and will
      perform their obligations under this Agreement upon the resolution of the
      general meetings of shareholders of the Target Company for the approval of
      the performance of this Agreement;

            


    

     

    
      	
            	
              (3)

            	
              The
      performance of this Agreement does not violate the provisions of any law,
      regulation, rule, organizational document, contract, or normative document
      binding upon the Parties and their assets after the execution, submission,
      and the resolution of the general meeting of shareholders of the Target
      Company approving the performance, of this
  Agreement;

            


    

     

    
      	
            	
              (4)

            	
              When
      this Agreement is becoming effective, the obligations of the Parties under
      this Agreement shall be legally valid and binding obligations;
      and

            


    

     

    
      	
            	
              (5)

            	
              The
      Parties are free from any ongoing legal proceeding, arbitration, or other
      legal, administrative proceedings or governmental investigation
      (hereinafter collectively referred to as “Proceeding”) against them, and
      those reasonably regarded as having significant adverse influence on the
      performance of this Agreement solely or entirely if they are unfavorable
      to the Parties; and the Parties, to their best knowledge, are free from
      any threatened Proceeding (hereinafter collectively referred to as
      “Threat”), which might affect the execution of this Agreement in any
      aspect or their capabilities to fulfill the obligations under this
      Agreement.

            


    

     

    
      	
              2.2

            	
              Party
      A further represents and warrants as
follows:

            


    

     

    In
addition to the information disclosed in writing to Party B, Party A represents
and warrants to Party B that the following statements are true and accurate in
all material aspects and contain no materially misleading statements in any
aspect on the date of execution of this Agreement, and will remain true and
accurate in all material aspects on the effective date and completion
date.

     

    
      	
            	
              (1)

            	
              On
      the date of execution hereof, registered capital of the Target Company is
      RMB33,058,400, of which Party A holds 25%
  equity;

            


    

     

    
      	
            	
              (2)

            	
              “Whereas”
      statements are true, complete and accurate in all aspects, and do not
      constitute materially misleading statements in any
  aspect;

            


    

     

    
      	
            	
              (3)

            	
              The
      Target Company has kept accounts, accounting records and financial and
      other records (including all accounts, accounting records and records
      legally required to be kept) which are true, accurate, updated, complete
      and consistent for its operating assets and activities. The data recorded
      or reflected in the accounts, accounting records and financial and other
      records are free from material mistakes or conflicts, and the Target
      Company has not received any notice or accusation as to any mistake or
      necessity of modification to such
data;

            


    

     

    
      	
            	
              (4)

            	
              Execution,
      performance or compliance with this Agreement by Party A will not be in
      violation, breach or constitute non-performance of the
      following:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (i)

              	
                Articles
      of Association;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                Laws,
      rules, regulations or other normative documents of China;
    or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                Any
      agreement already signed by Party
A.

              


      

    

     

    
      	
            	
              (5)

            	
              On
      the dates of execution, effectiveness, and completion of this Agreement,
      the Target Company has already obtained all necessary permission to carry
      out its businesses normally, possess and use all its assets. Such
      permission is still effective for the time being, and the Target Company
      has not violated any conditions required for such
    permission.

            


    

     

    
      	
            	
              (6)

            	
              The
      Target Company is operating business in an ordinary, proper and usual way
      or ways which are the same as or similar to its past practice (in nature
      and scope), and has not signed any contract for any business beyond the
      normal scope;

            


    

     

    
      	
            	
              (7)

            	
              On
      the date of execution hereof, there are no potential or material legal,
      arbitration, administrative proceedings or other proceedings against the
      Target Company; or to the knowledge of Party A, on the same date, there
      are no threatening or influential material legal, arbitration,
      administrative proceedings or other proceedings against the Target
      Company. On the date of execution hereof, there are no pending dispute or
      investigation, inquiry, proceedings, notice, judgment, order, arbitration
      award or penalty imposed by the court, arbitration court or government
      department against the Target Company and with materially negative
      influences, and there are no facts or situations to lead to the
      above-mentioned facts or
situations;

            


    

     

    
      	
            	
              (8)

            	
              In
      addition to the contents disclosed to Party B in writing as of the date of
      execution hereof, the Target Company’s operating activities comply with
      the governing Chinese laws in all materials aspects, including but not
      limited to provisions concerning tax, intellectual property rights, social
      insurance, labor and protection of consumers’ rights and
      interests.

            


    

     

    
      	
              2.3

            	
              Undertakings
      of Party A

            


    

     

    
      
        	
              	
                2.3.1

              	
                From
      the date of execution to the completion date hereof, Party A promises to
      Party B that before obtaining written consent from Party
  B:

              


      

    

     

    
      
        	
                
                

              	
                (1)

              	
                Party
      B will be informed of the Target Company’s operation, assets and prospect
      in a reasonable range;

              


      

    

     

    
      
        	
                
                

              	
                (2)

              	
                No
      major contract will be signed beyond the Target Company’s normal business
      scope.

              


      

    

     

    
      
        	
              	
                2.3.2

              	
                Without
      prejudice to Article 2.3.1, Party A promises to Party B that before
      obtaining written consent from Party B, Party A will adopt all measures to
      guarantee that the Target Company will not take any of the following
      actions or pass any Board resolution or shareholders’ meeting resolution
      before the completion date:

              


      

    

     

    
      
        	
                
                

              	
                (1)

              	
                Any
      creditor of the Target Company converts its right in the Target Company
      into equities in the Target
Company;

              


      

    

     

    
      
        	
                
                

              	
                (2)

              	
                The
      Target Company repurchases its
equities;

              


      

    

     

    
      
        	
                
                

              	
                (3)

              	
                The
      Target Company issues new shares, grants share options or issues any bonds
      or securities convertible into
equities;

              


      

    

     

    
      
        	
                
                

              	
                (4)

              	
                Causing
      the Target Company to dissolve, go bankrupt or
  liquidate;

              


      

    

     

    
      
        	
                
                

              	
                (5)

              	
                Modifying
      the Articles of Association or pass any resolution inconsistent with this
      Agreement;

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      
        	
                
                

              	
                (6)

              	
                Allowing
      the Target Company to purchase or sell any property or assets other than
      for the normal and reasonable purpose of
  business;

              


      

    

     

    
      
        	
                
                

              	
                (7)

              	
                Acquisition
      of other companies by the Target Company, which involves payment of
      consideration;

              


      

    

     

    
      
        	
                
                

              	
                (8)

              	
                Obtaining
      any loan by the Target
Company;

              


      

    

     

    
      
        	
                
                

              	
                (9)

              	
                Providing
      guarantee by the Target Company for any
loan;

              


      

    

     

    
      
        	
                
                

              	
                (10)

              	
                Change
      of Board members of the Target
Company;

              


      

    

     

    
      
        	
                
                

              	
                (11)

              	
                The
      Target Company announces to distribute dividends or others to
      shareholders; and

              


      

    

     

    
      
        	
                
                

              	
                (12)

              	
                External
      investment by the Target
Company.

              


      

    

     

    
      	
              2.4

            	
              Representations
      and Warranties of Party B

            


    

     

    
      	
            	
              (1)

            	
              Party
      B has made necessary arrangement so as to have adequate funds to pay the
      equity transfer price at the amount and within the period specified
      herein; and

            


    

     

    
      	
            	
              (2)

            	
              Party
      B has the corresponding capability to operate and manage the Target
      Company.

            


    

     

    
      	
              2.5

            	
              General
      Provisions

            


    

     

    
      	
            	
              (1)

            	
              Each
      representation and warranty under this Agreement is independent from any
      other representations and
warranties.

            


    

     

    
      	
            	
              (2)

            	
              The
      Parties agree that the Parties shall be liable for the wrong provision,
      false provision, or violation, of any representation or warranty as set
      forth in this Agreement, and shall defend and fully indemnify the affected
      party.

            


    

     

    Article
3 Equity Transfer Price and Its Payment

     

    
      	
              3.1

            	
              Equity
      Transfer

            


    

     

    Party A
intends to transfer 25% equities (i.e. a contribution of RMB8,264,600 of the
Target Company held by Party A) to Party B.

     

    
      	
              3.2

            	
              Payment
      of the Transfer Price

            


    

     

    The
transfer price is RMB10, and Party B shall pay at one-time the total transfer
price to Party A within 5 days upon the Target Company’s obtaining the altered
corporate business license.

     

    
      	
              3.3

            	
              Upon
      the equity transfer to Party B and his payment as specified in Article
      3.2, Party B will share the profit, risk, and loss (including the profits,
      creditor’s rights, and liabilities of the Target Company to be enjoyed or
      shared by the shares held by Party B after this Agreement becomes
      effective) of the Target Company according to Party B’s share-holding
      ratio in the same.

            


    

     

    Article
4 Effective Condition

     

    
      	
              4.1

            	
              The
      Premise for Party B to Fulfill His
Obligations

            


    

     

    The
premise for Party B to pay the equity transfer price is the completion of the
amendment to the Articles of Association in accordance with this
Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Article
5 Inheritance of the Target Company’s Existing Contracts and

    Other
Obligations

     

    
      	
              5.1

            	
              As
      of the date the business license is issued, the Target Company shall
      continue to perform or fulfill its all and any creditor’s right and
      liability, as well as the rights and obligations contained in relevant
      contracts concluded with other
parties.

            


    

     

    Article
6 Obligations of the Parties

     

    
      	
              6.1

            	
              The
      Parties shall within 60 days after this Agreement becomes effective submit
      the executed Agreement and other necessary documents to the Registration
      Administration Authority for
registration.

            


    

     

    
      	
              6.2

            	
              If
      the Parties fail to obtain the registration with the Registration
      Administration Authority within three months after this Agreement becomes
      effective, this Agreement shall be deemed as automatically invalid, unless
      otherwise agreed by the Parties.

            


    

     

    Article
7 Liability for Breach of Contract

     

    
      	
              7.1

            	
              If
      a party hereto fails to fulfill any of his or her obligations hereunder,
      or a party’s representation or warranty hereunder is proved as
      inauthentic, incorrect, or incomplete in any substantial aspect, such
      party shall be deemed as breach of this Agreement. The breaching party
      shall rectify such breach within three business days upon the receipt from
      the non-breaching party of the notice stating the specific breach. If such
      breach fails to be rectified, the breaching party shall indemnify the
      non-breaching party of all and any direct damage and losses resulted from
      its breach, including but not limited to any claim, lawsuit, liability,
      cost, or expenditure related to the foregoing breach, unless otherwise
      expressly specified by this Agreement to the
  contrary.

            


    

     

    
      	
              7.2

            	
              Without
      prejudice to the rights of Party B specified in Article 7.1 hereof, the
      non-breaching party shall have the right to terminate the project
      documents, if the breaching party fails to rectify his breach within ten
      business days upon the receipt from the non-breaching party of the notice
      specifically stating the breach when breaches this Agreement in any
      substantial aspect.

            


    

     

    Article
8 Force Majeure

     

    
      	
              8.1

            	
              Definition

            


    

     

    For the
purpose of this Agreement, “Force Majeure” refers to all and any event occurred
after the execution of this Agreement, and encumbered a party to perform or
partially perform this Agreement, and such event (including but not limited to
earthquake, typhoon, flood, fire, strike, war, or riot) cannot be reasonably
controlled or predicted by such party, or cannot be reasonably avoided or
overcome even it can be predicted.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
              Exemption
      and Burden of Proof

            


    

     

    Any party
hereto who is unable to fulfill, or completely fulfill, any obligation hereunder
in time and duly due to the influence of force majeure may be exempted from
assuming the breaching liability caused by unduly fulfillment of obligation
specified hereunder. The affected party, however, shall, after the occurrence of
such force majeure or within three days after the recovery of communication,
provide the other party hereto of the detailed information of such force majeure
and the detailed explanation of his inability to perform, or inadequate,
untimely, and unduly fulfillment of, the obligations hereunder due to such force
majeure by facsimile and express courier. The affected party who fails to inform
the other party and provide proof as prescribed in the foregoing provisions may
not claim for the exemption from breaching liability under this
Clause.

     

    
      	
              8.3

            	
              Obligation
      to Mitigate Influence

            


    

     

    The
affected party shall forthwith take all and any reasonable and feasible measures
to eliminate or mitigate the influence of such force majeure, and shall continue
to fulfill the relevant obligations upon the elimination or mitigation of the
influence of the same. The affected party who fails to fulfill the foregoing
obligations shall be assume the breaching and indemnifying liabilities for the
expanded losses or his discontinuation of the fulfillment of his obligations
hereunder upon the elimination or mitigation of such force majeure.

     

    Article
9 Settlement of Dispute

     

    
      	
              9.1 

            	
              Principle
      of the Settlement of Dispute

            


    

     

    In the
event of any contestation, dispute, or claim (hereinafter collectively referred
to as “Dispute”) arising from, or in connection with, the interpretation or
performance, or the breach, termination, or validity of this Agreement, the
Parties shall first settle such Dispute through friend consultation. If such
Dispute remains unsettled within ten business days upon the commencement of the
said consultation, either party may submit the Dispute for arbitration under
Article 9.2 hereof.

     

    
      	
              9.2 

            	
              Arbitration

            


    

     

    All and
any Dispute unable to be settled through friend consultation under Article 9.1
hereunder shall be settled through arbitration in accordance with effective
arbitration rules by then of China International Economic and Trade Arbitration
Commission. The arbitration place shall be Beijing, and the decision of the said
Commission shall be final, having binding force upon the Parties.

     

    
      	
              9.3 

            	
              Responsibility
      of the Continuation of Fulfillment

            


    

     

    In the
course of the arbitration under Article 9.2 hereof, the Parties shall continue
to fulfill their other obligations hereunder respectively, except the relevant
obligations and other disputes as the subject matters of
arbitration.

     

    Article
10 Applicable Laws

     

    The
execution, validity, interpretation, performance of, and the settlement of
dispute arising from, this Agreement shall be governed by Chinese
laws.

     

    Article
11 Miscellaneous

     

    
      	
              11.1

            	
              Commencement

            


    

     

    This
Agreement shall become effective upon the completion of all conditions contained
in Attachment 1 hereto.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              11.2

            	
              Expenses

            


    

     

    Each
party shall assume all and any expense and expenditure arising from this Project
and the negotiation of this Agreement.

     

    
      	
              11.3

            	
              Entire
      Agreement

            


    

     

    The
project documents and other documents executed on the even day of this Agreement
shall consist of the entire agreement between the Parties on the equity transfer
of the Target Company, and shall supersede all previous relevant
representations, understandings, and agreements of the Parties.

     

    
      	
              11.4

            	
              Severability

            


    

     

    The
validity of any clause hereof shall not affect that of any other clauses
hereof.

     

    
      	
              11.5

            	
              Language

            


    

     

    This
Agreement is written and executed in Chinese.

     

    
      	
              11.6

            	
              Headline

            


    

     

    The
headlines used in this Agreement are for the convenience of reading, shall not
be construed as the interpretation of the clauses hereof, and shall not affect
the meaning of any clause hereof by whatsoever ways.

     

    
      	
              11.7

            	
              Written
      Notice

            


    

     

    
      
        	
              	
                (1)

              	
                Any
      notice or communication under or in connection with this Agreement shall
      be written in Chinese, and shall be delivered or sent to the addresses or
      facsimile number described in Article 11.7 (3) hereof by dedicated
      courier, mail, or facsimile.

              


      

    

     

    
      
        	
              	
                (2)

              	
                In
      absence of the proof of the receipt, such notice or communication shall be
      deemed as duly served in any of the following
  cases:

              


      

    

     

    
      
        	
              	
                (a)

              	
                if
      delivered by dedicated courier, on the day such notice or communication is
      delivered to the addresses described in Article 11.7 (3)
      hereof;

              


      

    

     

    
      
        	
              	
                (b)

              	
                if
      delivered by express courier, on the fifth business day after sending such
      notice or communication; or

              


      

    

     

    
      
        	
              	
                (c)

              	
                if
      sent by facsimile, the time recorded and confirmed by the facsimile of the
      sending party.

              


      

    

     

    
      
        	
              	
                (3)

              	
                All
      and any notice shall be sent to the following addresses of the Parties,
      unless such addresses are changed in accordance with Article 11.7(4)
      hereof:

              


      

    

     

    Party A:
Wei Gao

     

    Address:
Room 307, Building A7, 11, Fucheng Road, Haidian District, Beijing

     

    Attention:
Wei Gao

     

    Party B:
Junming Wu

     

    Address:
2-8-804, Quarters of Chinese Academy of Social Sciences, Guanghui Nanli,
Chaoyang District, Beijing


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    Attention:
Junming Wu

     

    
      
        	
              	
                (4)

              	
                For
      the purpose of this Clause, the date for the notice for changing the
      relevant addresses or facsimile number sent by a party to another shall be
      the date stated in such notice; if not stated, shall be the seventh (7th)
      day after such notice is
sent.

              


      

    

     

    
      	
              11.8

            	
              Attachment

            


    

     

    All
attachments hereto consist of an integral part of this Agreement.

     

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remainder of this page intentionally left blank.)


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Agreement is executed by the Parties or the duly
authorized representative on the date first written above.

     

    
      
        	
                Party
      A: /s/ Wei Gao

              	
                  

              	
                Party
      B: /s/ Junming Wu

              


      

    


    
      
         


      

      
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    Attachment
1 Conditions for Achievement of the Completion Date

     

    Party B
receives all of the following documents, in conformity with his requirements in
form and by virtue:

     

    
      	
              (1)

            	
              this
      Agreement executed by the Parties;

            


    

     

    
      	
              (2)

            	
              an
      authentic resolution of the general meeting of shareholders of the Target
      Company approving Party B to acquire the shares of the same;
      and

            


    

     

    
      	
              (3)

            	
              the
      amended Articles of Association filed with the Registration Administration
      Authority reflecting the equities in the Target Company acquired by Party
      B.

            


    


    
      
         


      

      
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