Exhibit 4.64  English Translation
 China Oceanwide Holdings Group Co., Ltd.
  Century Effort Limited
  EO Publications Development Limited
  Beijing Taide Advertising Co., Ltd.
 
 PURCHASE AGREEMENT
IN RESPECT OF
SHARES IN THE CAPITAL OF
EO PUBLICATIONS DEVELOPMENT LIMITED AND
OTHER EQUITY INTERESTS SET OUT HEREIN
 
 May 12, 2010




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THIS PURCHASE AGREEMENT Agreement
 BETWEEN
 1.
    
    China Oceanwide Holdings Group Co., Ltd., a company incorporated under the laws of the PRC
with registration number 100000000007739 and its registered address located at 20F, Tower A,
Minsheng Financial Center, No. 28 Jianguomennei Avenue, Dongcheng District, Beijing, as
Purchaser (Purchaser);
 2.
    
    EO Publications Development Limited,a company incorporated under the laws of the British
Virgin Islands, with registration number 1573253 and its registered address located at P.O.
Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the
Company);
 3.
    
    Century Effort Limited, a company incorporated under the laws of the British Virgin Islands
with registration number 1524622 and its registered address located at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands, as Vendor (Vendor);
 4.
    
    Beijing Taide Advertising Co., Ltd., a company incorporated under the laws of the Peoples
Republic of China with registration number 1101081806271, as Covenantor (Covenantor).
 WHEREAS
 A.
    
    The Vendor holds the legal and beneficial interest in the Company Share (representing all of
the total issued share capital for the Company).
 B.
    
    The Purchaser desires to purchase and the Vendor wish to sell to the Purchaser all of the
Company Shares it owns and sells and procure the sale of some other equity interests as
stipulated in this Agreement subject to the terms and conditions set out in this Agreement.
 C.
    
    The Covenantor holds 100% equity interests of Jingguanxincheng and 50% equity interests of
Jingshijingguan, Jingguanxincheng holds the remaining 50% equity interests in Jingshijingguan,
and the Company is the defacto controller of Jingguanxincheng and Jingshijingguan.
 NOW, THEREFORE
 1.
    
    DEFINITIONS
 1.1
    
    Definitions. The following terms, as used herein, have the following meanings:
 PRC 
 Jingguanxincheng
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Jingshijingguan
 PRC Companies
 Siwei Media
 Affiliates
 Business Day
 Foreign Closing
 PRC Closing
 Alteration Registration Date of Domestic Equity Interests
 Closing Date
 Alteration Registration Date of Foreign Equity Interests
 Closing Payment
 Financial Statements
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Accounting Date
 Company Shares
 Governmental Department
 Person Persons Governmental Department
 Approval
 Control Controls Controlled
 Domestic Equity Interests
 Designee
 Disclosing Party
 PRC Closing Payment
 Foreign Closing Payment
 Encumbrance
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Group
 Share Arrangements and Business Operation Agreements
 Hong Kong
 Indemnified Party
 Indemnifying Party
 Losses
 Non-Disclosing Parties
 RMB Renminbi
 US$ US Dollars
 XSEL
 1.2
    
    Interpretation. In this Agreement:
 (a)
    
    the headings are inserted for convenience only and shall not affect the
construction of this Agreement;
 (b)
    
    references to statutory provisions shall be construed as references to those
provisions as of the date of this Agreement, as amended or re-enacted or as their
application is modified by other statutory provisions (whether before or after the
date hereof) from time to time and shall include any provisions of which they are
re-enactments (whether with or without modification);
 (c)
    
    all time and dates in this Agreement shall be PRC time and dates except where
otherwise stated;
 (d)
    
    references herein to clauses, recitals and appendices are to clauses,
recitals of and apendixes to this Agreement.
 1.3
    
    Recitals and Appendix. All recitals and appendices form part of this Agreement and
shall have the same force and effect as if expressly set out in the body of this Agreement and
any reference to this Agreement shall include the recitals and appendices.
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2.
    
    SALE AND PURCHASE OF COMPANY SHARES
 2.1
    
    Sale and Purchase of Company Shares. Subject to the terms and conditions set out in
this Agreement, the Purchaser or the Designee agrees with the Vendor to purchase for the
Foreign Closing Payment all of the Company Shares, and the Vendor and Covenantor agree to
procure to sell or cause to be sold to the Purchaser or Designee for PRC Closing Payment, all
of the Domestic Equity Interests. All parties hereby confirm that, the Vendor and the
Covenantor will abandon the undistributed profit of the PRC Company ever since 2006, and at
the premise that the Foreign Closing and PRC Closing has completed in accordance with this
Agreement, and the Purchaser and Designee have paid the Vendor and Covenantor or any their
designee the payments as stipulated in this Agreement (or any other related agreements):
 (a)
    
    Beginning from the Alteration Registration Date of Foreign Equity Interests,
the Purchaser or the Designee shall own all of the Company Shares, as well as the
dividends (which includes any kinds of dividends) starting from April 1, 2010. In
addition, the Vendor covenants that the Company Shares are free from all options,
liens, charges, pledges, claims, agreements, Encumbrances, equities and other third
party rights of any nature whatsoever before and at Alteration Registration Date of
Foreign Equity Interests. With respect to the Company Shares, the Vendor and the
Covenantor shall unconditionally afford all the liabilities generated in case there is
any options, liens, charges, pledges, claims, agreements, Encumbrances, equities and
other third party rights of any nature whatsoever before or on the Alteration
Registration Date of Foreign Equity Interests which cause the Purchaser being alleged
the recourse by any third parity, or any of the Company, the PRC Company or the
Purchaser to afford any liabilities.
 (b)
    
    Beginning from the respective Alteration Registration Date of Domestic Equity
Interests in respect of Jingguanxincheng and Jingshijingguan, the Purchaser or the
Designee shall own relevant Domestic Equity Interests. In addition, the Vendor and the
Covenantor covenant that the Domestic Equity Interests are free from all options,
liens, charges, pledges, claims, agreements, Encumbrances, equities and other third
party rights of any nature whatsoever on the Alteration Registration Date of Domestic
Equity Interests. With respect to the Domestic Equity Interests, the Vendor and the
Covenantor shall unconditionally afford all the liabilities generated in case there is
any options, liens, charges, pledges, claims, agreements, Encumbrances, equities and
other third party rights of any nature whatsoever before or on the Alteration
Registration Date of Domestic Equity Interests which cause the Purchaser being alleged
the recourse by any third party, or any of the Company, the PRC Company or the
Purchaser to afford any liabilities.
 2.2
    
    Foreign Closing. The sale and purchase of Company Shares (Foreign Closing) shall
take place at a place agreed by the parties. The occurance of the Alteration Registration Date
of Foreign Equity Interests shall be deemed as the completion of the Foreign Closing.
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2.3
    
    The Vendors Closing Obligations. Within 7 Business Days of the execution of the
Agreement, the Vendor and the Covenantor shall deliver or procure to be delivered to the
Purchaser or the Designee the following documents:
 (a)
    
    duly completed and signed instrument of transfers of the Company Shares hold
by the registered shareholders thereof in favour of the Purchaser or any entity as it
may designate together with the share certificates representing the applicable Company
Shares;
 (b)
    
    duly completed and signed letters of resignation from existing directors and
company secretary (where applicable) of the Company;
 (c)
    
    completion of the resignation of the existing directors and company secretary
(where applicable), the appointment of the persons nominated by the Vendor or Designee
to be new directors and company secretary, execution of shareholders and directors
resolution approving the transfer of the Company Shares;(d)
    
    any books and records of the Company (if any);(e)
    
    any seal , specimen signature and credit voucher of the Company (if any);
 (f)
    
    written notice issued to the BVI agent of the Company notifying them of the
change in authorised contact person;
 (g)
    
    relevant documents submitted to registration authority in order to register
the transfer of Company Shares and cause the Purchaser or the Designee to be duly
registered as shareholder of the Company.
 3.
    
    SALE AND PURCHASE OF DOMESTIC ENQUITY INTERESTS
 3.1
    
    Domestic Equity Interests. At the same time the execution of this Agreement, the
Vendor and the Covenantor shall, as soon as practicable, procure and ensure the transfer of
all the Domestic Equity Interests to the Purchaser or Designee(PRC Closing), the occurrence
of the latter of the Alteration Registration Date of the Domestic Equity Interests in respect
of Jingguanxincheng and Jingshijingguan shall be deemed as the completion of the PRC Closing
and the Vendor and the Covenantor shall guarantee to fulfil the following procedures:
 (a)
    
    Provision of a statement by the Covenantor at the execution date of this
Agreement, listing all the cash income and expenses of Jingguanxincheng and
Jingshijingguan from the Accounting Date till the execution date of this Agreement (as
stated in Appendix H), and all the documents binding upon Jingguanxincheng and
Jingshijingguan executed during the same period (as stated in Appendix E);
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(b)
    
    On the date this Agreement is executed or the following date, the Covenantor
to execute with the Purchaser or Designee the Share Transfer Agreement with respect to
the Domestic Equity Interests of Jingguanxincheng and Jingshijingguan, to sell and
transfer all of the Domestic Equity Interests;
 (c)
    
    The resignation of the present directors and legal representative of
Jingguanxincheng and Jingshijingguan;
 (d)
    
    Amending the articles of association of Jingguanxincheng and
Jingshijingguan;
 (e)
    
    Completely settling the current account (as disclosed in Appendix I)
generated between Jingguanxincheng or Jingshijingguan as one party and XSEL or any of
its Affiliates as the other before the Closing Date; and
 (f)
    
    the registration of the ownership of the Domestic Equity Interests in the
name of the Purchaser or Designee (the Alteration Registration Date of Domestic
Equity Interests,for Jingguanxincheng, the registration of 100% equity interests of
Jingguanxincheng held by Covenantor in the name of the Purchaser or Designee; for
Jingshijingguan, the registration of 50% of Jingshijingguan held by Covenantor in the
name of the Purchaser or Designee).
 3.2
    
    Frozen Period. The Vendor and the Covenantor warrant and represent to the Purchaser that,
unless the consent of the Purchaser is obtained, the Company , Jingguanxincheng and
Jingshijingguan shall not sign any contract, agreement and memorandum or other documents
binding on Company, Jingguanxincheng or Jingshijingguan during the period from the execution
date of this Agreement to the relevant Alteration Registration Date of Domestic Equity
Interests (the Frozen Period of Company). Furthermore, the Covenantor warrant and represent,
unless the consent of the Purchaser is obtained, Covenantor shall not sign any documents in
relation to the Company, Jingguanxincheng or Jingshijingguan (except for the documents for the
equity transfer stated herein) during the Frozen Period of Company. The documents executed by
the Company, Jingguanxincheng or Jingshijingguan pursuant to the requirements by the
Governmental Department (e.g. relevant documents filed with the relevant Governmental
Department to pay the taxes) shall not apply, however, the Purchaser shall be informed .
 3.3
    
    Transfer Procedures. The Vendor and the Covenantor undertake to the Purchaser that
as soon as practicable after the execution and delivery of this Agreement and within seven (7)
Business Days from the payment by the Purchaser and the Designee set out in Clause 4.1(b) and
Clause 4.2(c), they shall assist the Purchaser, the Designee, Jingguanxincheng and Jingshi
Jingguan to file and submit all documents required for the equity transfer of the Domestic
Equity Interests to relevant Governmental Department.
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3.4
    
    Governance Documents of PRC Company. At the Alteration Registration Date of Domestic
Equity Interests in respect of Jingguanxincheng and Jingshijingguan, the Vendor and the
Covenantor shall deliver all of the record books, records, filings, documents, certificates,
company chops and financial chops of Jingguanxincheng and Jingshijingguan to the Purchaser and
Designee.
 3.5
    
    The Purchasers Further Assurance. The Purchaser guarantees to procure the Purchaser
or Designee to transfer, after the completion of the PRC Closing,20% of the equity interests
in Jingguanxincheng to the management of Jingguanxincheng as set out in Appendix D in
consideration of RMB 1.
 3.6
    
    Cash of RMB 9,000,000. The Vendor shall guarantee at the Closing Date, the cash
registered in the company account of Jingguanxincheng and Jingshijingguan shall not be less
than RMB 9,000,000.
 4.
    
    CLOSING PAYMENT
 Closing Payment
 Foreign Closing Payment PRC Closing Payment
  4.1
    
    Foreign Closing Payment.
 (a)
    
    The Purchaser, the Vendor and the Covenantor jointly agree that the payment
of Company Shares transferred from the Vendor to the Purchaser or Designee under this
Agreement shall be US$ 15,943,753.00;
 (b)
    
    The Purchaser or Designee shall pay 30% of the Foreign Closing Payment to
XSEL, the designee of the Vendor by cash remittance after the execution of this
Agreement, in accordance with the payment instruction specifying the company name,
account, payment time issued to the Purchaser from the Vendor;
 (c)
    
    The Purchaser or Designee shall pay 60% of the Foreign Closing Payment to
XSEL, the designee of the Vendor in cash dollars within
three (3) Business Days after the Alteration Registration Date of Domestic Equity
Interests in respect of Jingguanxincheng.
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(d)
    
    10% of the Foreign Closing Payment shall be the security deposit of the
Vendor and the Covenantor, which will be paid by the Purchaser or Designee to XSEL,
the designee of the Vendor, within the first working week in 2011,
provided, by 12 PM
December 31, 2010, there are not any breach by the Vendor and the Covenantor of any
representation and warranty, and none of the Company, the PRC Company or any equity
interests being transferred being alleged any recourse or any other rights by any
third parties due to the reason happened before the alteration registration of the
relevant equity interests; otherwise, the Purchaser shall deduct the relevant Losses
from the 10% of the Foreign Closing Payment and pay the remaining (if any) to XSEL,
the designee of the Vendor during the aforesaid time limit.
 4.2
    
    PRC Closing Payment.
 (a)
    
    The Purchaser, the Vendor and the Covenantor jointly agree that the
consideration of Domestic Equity Interests transferred from the Covenantor to the
Purchaser or Designee under this Agreement shall be PRC Closing Payment;
 (b)
    
    PRC Closing Payment shall be RMB 55,000,000, of which RMB 41,000,000, and RMB
14,000,000 shall be respectively the consideration of the equity interests of
Jingguanxincheng and Jingshijingguan;
 (c)
    
    The Purchaser or Designee shall pay 30% of the PRC Closing Payment in respect
of Jingguanxincheng (which is RMB 12,300,000) to the Covenantor or its designated
party after the execution of equity transfer agreement in respect of Jingguanxincheng,
in accordance with the payment instruction specifying the company name, account,
payment time issued to the Purchaser from the Vendor; the Purchaser or Designee shall
procure the Designee to pay 30% of the PRC Closing Payment in respect of
Jingshijingguan (which is RMB 4,200,000) to the Covenantor or its designated party in
cash after the execution of equity transfer agreement in respect of Jingshijingguan,
in accordance with the payment instruction specifying the company name, account,
payment time issued to the Purchaser from the Vendor.
 (d)
    
    The Purchaser or the Designee shall pay 60% of the PRC Closing Payment in
respect of Jingguanxincheng (which is RMB 24,600,000) to the Covenantor or its
designated party in cash with three (3) business days after the Alteration
Registration Date of the Domestic Equity Interests in respect of Jingguanxincheng; the
Purchaser or the Designee shall pay 60% of the PRC Closing Payment in respect of
Jingshijingguan (which is RMB 8,400,000) to the Covenantor or its designated party in
cash with three (3) business days after the Alteration Registration Date of the
Domestic Equity Interests in respect of Jingshijingguan.
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(e)
    
    10% of the PRC Closing Payment shall be the security deposit of the Vendor
and the Covenantor, which will be paid by the Purchaser or Designee within the first
working week in 2011, provided, by 12 PM December 31, 2010, there is no breach by the
Vendor and the Covenantor of any representation and warranty, and none of the Company,
the PRC Company or any equity interests being transferred being alleged any recourse
or any other rights by any third parties due to the reason happened before the
alteration registration of the relevant equity interests; otherwise, the Purchaser
shall deduct the relevant losses from the 10% of the PRC Closing Payment and pay the
remaining (if any) to the Vendor during the aforesaid time limit.
 4.3
    
    Delays in Payment.
  5.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR AND THE COVENANTOR
  5.1
    
    In Respect of the Company and Each PRC Company:
 (a)
    
    Organization, Standing and Power. It is a company duly organized,
validly existing, and in good standing under the laws of jurisdiction of
incorporation, has all requisite corporate power and authority to carry on its
businesses, and is duly qualified and in good standing in each jurisdiction where it
conducts business;
 (b)
    
    Corporate Records. It has provided the Purchaser all the minute
books and corporate records, complete and correct copies of which in respect of all
the Company and PRC Company, true, correct and complete in all material respects;
 (c)
    
    Contingent Rights and
Obligations. There exists no litigation to which the
Company and each PRC Company is involved, nor the possibility of claiming rights
against the Company and each PRC Company to which third party is entitled or probably
entitled.
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(d)
    
    Capital Structure.
 (i)
    
    The capital structure of the PRC Companies immediately
prior to and following the Alteration Registration Date of Domestic Equity
Interests and the capital structure immediately prior to and following the
Alteration Registration Date of Foreign Equity Interests will be set out in
Appendix B and Appendix C, respectively.
 (ii)
    
    No equity interests is subject to any Encumbrance or any
third party rights (except for the Share Arrangements and Business Operation
Agreements listed in Appendix A).
 (e)
    
    Branches. It does not presently own or control, directly or
indirectly, any interest in any other corporation, association, or other business
entity, and is not a participant in any joint venture, partnership, or similar
arrangement, except as set out in Appendix B and Siwei Media.
 (f)
    
    Tax. The Company and each of the PRC Company have paid the tax
payable before the execution date of this Agreement in accordance with the laws and
regulations.
 5.2
    
    Material Contracts of PRC Company.
 (a)
    
    The Intra-group
Arrangements
 (i)
    
    The Vendor, the Covenantor, Jingguanxincheng and
Jingshijingguan have already executed the Share Arrangements and Business
Operation Agreements as listed in Appendix A, in accordance to which, the
Company is the defacto controller of all the equity interests in
Jingguanxincheng and Jingshijingguan, and the Company may request the
Covenantor to transfer all of the equity interests in Jingguanxincheng and
Jingshijingguan at any time to anyone designated by the Company in
consideration of PRC Closing Payment.
 (ii)
    
    It is agreed by the parties that the Share Arrangements and
Business Operation Agreements shall become ineffective upon the date of the
execution of this Agreement, in order that the Designee designated by the
Purchaser can acquire all the equity interests of Jingguanxincheng and
Jingshijingguan.
 (b)
    
    Business Contracts
 The Economic Observer
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5.3
    
    The Vendor and the Covenantor
 (a)
    
    Organisation and Qualification. It is a legal entity duly organised
and validly existing under the laws of its jurisdiction of incorporation;
 (b)
    
    Power and Authority. It has completed all corporate or other action
required to authorise, and has duly authorised, the execution, delivery and
performance of this Agreement and upon due execution and delivery the same will
constitute its legal, valid and binding obligations enforceable in accordance with its
terms;
 (c)
    
    Compliance with Laws and Other Instruments. It holds, and at all
times has held all licenses, permits, and authorizations from all Governmental
Department necessary for the lawful conduct of its business pursuant to all applicable
statutes, laws, ordinances, rules, and regulations of all such authorities having
jurisdiction over it or any part of its operations. There are no violations or
claimed violations of any such license, permit, or authorization, or any such statute,
law, ordinance, rule or regulation; and
 (d)
    
    Corporate Governance. Neither the execution and delivery of this
Agreement nor the performance by it of its obligations under this Agreement will (i)
conflict with or result in any breach of its charter documents; (ii) require any
Approvals by Governmental Department, (iii) conflict with, result in a breach or
default of, or give rise to any right of termination, cancellation or acceleration or
result in the creation of any lien, charge, Encumbrance, or restriction upon any of
the properties or assets of it or its shares.
 6.
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
  6.1
    
    Organization and Qualification. It is a legal entity duly organised and validly
existing under the laws of its jurisdiction of incorporation.
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6.2
    
    Authorization. It has taken all corporate or other action required to authorise, and
has duly authorised, the execution, delivery and performance of this Agreement and upon due
execution and delivery the same will constitute its legal, valid and binding obligations
enforceable in accordance with its terms.
 6.3
    
    Power and Authority. It has full power and authority to make the covenants and
representations referred to herein and to purchase the Company Shares and to execute, deliver
and perform this Agreement. It has the capacity to pay the Closing Payment and other payment
as provided in this Agreement to the Vendor.
 6.4
    
    Compliance with Laws and Other Instruments. It holds, and at all times has held all
licenses, permits, and authorizations from all Governmental Department necessary for the
lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules,
and regulations of all such authorities having jurisdiction over it or any part of its
operations. There are no violations or claimed violations of any such license, permit, or
authorization, or any such statute, law, ordinance, rule or regulation.
 6.5
    
    Corporate Governance. Neither the execution and delivery of this Agreement nor the
performance by it of its obligations under this Agreement will (i) conflict with or result in
any breach of its charter documents; (ii) require any Approvals by Governmental Department,
(iii) conflict with, result in a breach or default of, or give rise to any right of
termination, cancellation or acceleration or result in the creation of any Encumbrance upon
any of the properties or assets of it or its shares.
 7.
    
    INDEMNITY
 7.1
    
    Indemnity of the Non-breaching Party. The party who breaches this Agreement shall
indemnify and will keep indemnified and save harmless the non-breaching party from and against
any out-of-pocket losses (collectively, the Losses), provided expect to the extent any such
Losses are not caused by the wilful misconduct and/or gross fault negligence of the breaching
party. For the purpose of this Agreement, Losses do not include any consequential losses or
any anticipation interests.
  7.2
    
    Costs. For the purposes of this Clause 7, Losses includes reasonable lawyers and
accountants fees and expenses, court costs and all other out-of-pocket expenses.
 7.3
    
    After the execution of the PRC equity transfer agreement and foreign equity transfer
agreement, if the Vendor defaults in any of the said agreements, the Purchaser shall have the
right to terminate all the said agreements. The Vendor
shall refund all the equity transfer payments of within three (3) days after termination,
and pay interest at an annual rate of 12% to the Purchaser,.
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7.4
    
    Third Party Claims. A party entitled to indemnification hereunder (an Indemnified
Party) shall notify promptly the indemnifying party (the Indemnifying Party) in writing of
the commencement of any action or proceeding with respect to which a claim for indemnification
may be made pursuant to this Agreement. The Indemnifying Party shall take reasonable steps
necessary to protect the Indemnified Party from being liable to any indemnity, and Indemnified
Party shall proceed with relating legal procedures in active cooperation with Indemnifying
Party.
 7.5
    
    Settlement of Claims.
  8.
    
    TERMINATION
 8.1
    
    Termination. This Agreement may be terminated at any time prior to the latter of the
Alteration Registration Date of Domestic Equity Interests of Jingguanxincheng or
Jingshijingguan:
 (a)
    
    by the Purchaser if, between the date hereof and the latter of the Alteration
Registration Date of Domestic Equity Interests of Jingguanxincheng or Jingshijingguan:
(i) the Vendor shall not have complied in all material respects with the covenants or
agreements contained in this Agreement to be complied with by it or (ii) the Vendor,
the Covenantor or the PRC Company makes a general assignment for the benefit of
creditors, or any proceeding is instituted by or against the Vendor, the Covenantor,
the PRC Company seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection, relief
or
composition of its debts under any law related to bankruptcy, insolvency or
reorganization;
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(b)
    
    by the Vendor if, between the date hereof and the latter of the Alteration
Registration Date of Domestic Equity Interests of Jingguanxincheng or Jingshijingguan:
(i) the Purchaser shall not have complied in all material respects with the covenants
or agreements contained in this Agreement to be complied with by it or (ii) the
Purchaser makes a general assignment for the benefit of creditors, or any proceeding
shall be instituted by or against the Purchaser seeking to adjudicate the Purchaser in
question bankrupt or insolvent, or seeking liquidation, winding up or reorganization,
arrangement, adjustment, protection, relief or composition of its debts under any law
related to bankruptcy, insolvency or reorganization;
 (c)
    
    by the Purchaser or the Vendor in the event that any PRC Governmental
Agencies shall have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the transactions contemplated by this
Agreement; or
 (d)
    
    by the written consent of the Purchaser and the Vendor.
 8.2
    
    Where the Alteration Registration Date of Domestic Equity Interests fails to occur as of
August 31, 2010, either party shall be entitled to terminate this Agreement unilaterally in
advance provided that he or she is not in breach of this Agreement and the nonoccurrence of
such date is not caused by any reason attributable to such party.
  9.
    
    CONFIDENTIALITY AND NON-DISCLOSURE
 9.1
    
    Non-Disclosure of Terms. The terms and conditions of this Agreement and the
Ancillary Agreements, including their existence, shall be considered confidential information
and shall not be disclosed by any party hereto to any third party except in accordance with
the provisions set forth below; provided that such confidential information shall not include
any information that is in the public domain other than by the breach of the confidentiality
obligations hereunder.
 9.2
    
    Press Releases, Etc. Any press release issued by any party hereto or any member of
the Group in relation to this Agreement shall be approved in advance in writing by the each
Party to this Agreement, whose consent shall not be unreasonably withheld. No other
announcement regarding any of the terms set out in this Agreement in a press release,
conference, advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public may be made without the prior written consent
of each Party to this Agreement, whose consent shall not be unreasonably withheld.
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9.3
    
    Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of
the terms set out in this Agreement to its current or bona fide, employees, bankers, lenders,
partners, accountants and attorneys and other professional advisers, in each case only where
such persons or entities are under appropriate non-disclosure obligations.
 9.4
    
    Legally Compelled Disclosure. In the event that any party is requested or becomes
legally compelled (including without limitation, pursuant to securities laws and regulations)
to disclose the existence or terms of this Agreement or the Ancillary Agreements in
contravention of the provisions of this Clause, such party (the Disclosing Party) shall
provide the other parties (the Non-Disclosing Parties) with prompt written notice of that
fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of
the other parties) a protective order, confidential treatment or other appropriate remedy. In
such event, the Disclosing Party shall furnish only that portion of the information which is
legally required and shall exercise reasonable efforts to keep confidential such information
to the extent reasonably requested by any Non-Disclosing Party. In the event that disclosure
of relevant agreements is sufficient to meet the disclosure requirement, the Disclosing Party
shall keep confidential this Agreement.
 9.5
    
    Other Information. The provisions of this Clause shall be in addition to, and not in
substitution for, the provisions of any separate nondisclosure agreement executed by any of
the parties hereto with respect to the transactions contemplated hereby.
 10.
    
    MISCELLANEOUS
 10.1
    
    Successors and Assigns. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties.
 10.2
    
    Governing Law and Jurisdiction. Offshore matters in this Agreement shall be governed
by and construed in accordance with the laws of Hong Kong; while domestic matters in this
Agreement shall be governed by and construed in accordance with the laws of PRC.
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10.3
    
    Arbitration.Any dispute, controversy or claim out of or relating to this Agreement,
or the breach, termination or invalidity of this Agreement and its Appendices, shall be
settled by binding arbitration by China International Economic & Trade Arbitration Commission
(CIETAC) in accordance with its arbitration rules as present in force in Beijing in the
manner set forth in this Clause 10.3:
 (a)
    
    The procedures of this Clause 10.3(b) may be initiated by a written notice
(a Dispute Notice) given by one party (a Claimant) to the
other, but not before thirty (30) days have passed during which the parties have
been unable to reach a resolution. The Dispute Notice shall be accompanied by
(i) a statement of the Claimant describing the dispute in reasonable detail and
(ii) documentation, if any, supporting the Claimants position on the dispute.
Within twenty (20) days after the other partys (the Respondent) receipt of
the Dispute Notice and accompanying materials, the dispute shall be resolved by
binding arbitration in Beijing under the CIETAC arbitration rules. All
arbitration procedures pursuant to this paragraph (a) shall be confidential and
treated as compromise and settlement negotiations and shall not be admissible in
any arbitration or other proceeding;(b)
    
    The parties shall agree on a single arbitrator to resolve the dispute. If
the parties fail to agree on the designation of an arbitrator within a twenty
(20)-day period the CIETAC shall be requested to designate the single arbitrator. If
the arbitrator becomes disabled, resigns or is otherwise unable to discharge the
arbitrators duties, the arbitrators successor shall be appointed in the same
manner as the arbitrator was appointed;
 (c)
    
    Any award arising out of arbitration (i) shall be binding and conclusive
upon the parties; (ii) shall be limited to a holding for or against a party, and
affording such monetary remedy as is deemed equitable, just and within the scope of
this Agreement; (iii) may not include special, indirect, incidental, consequential,
special, punitive or exemplary damages or diminution in value; (iv) may in
appropriate circumstances include injunctive relief; and (v) may be entered in a
court .
 (d)
    
    Arbitration shall not be deemed a waiver of any right of termination under
this Agreement, and the arbitrator is not empowered to act or make any award other
than based solely on the rights and obligations of the parties prior to termination
in accordance with this Agreement;
 (e)
    
    The arbitrator may not limit, expand or otherwise modify the terms of this
Agreement;
 (f)
    
    Each party shall bear its own expenses incurred in any arbitration or
litigation, but any expenses related to the compensation and the costs of the
arbitrator shall be borne equally by the parties to the dispute;
 (g)
    
    If any action or proceeding is commenced to construe or enforce this
Agreement or the rights and duties of the parties hereunder, then the party
prevailing in that action, and any appeal thereof, shall be entitled to recover its
attorneys fees and costs in that action or proceeding, as well as all costs and
fees of any appeal or action to enforce any judgment entered in connection
therewith.
 10.4
    
    Counterparts. This Agreement shall be entered into in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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10.5
    
    Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.
 10.6
    
    Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or upon postal service delivery, by registered or
certified mail, postage prepaid and addressed to the party to be notified at the address
indicated for such party on the signature page hereof or by facsimile at the facsimile number
set out on the signature page hereof, or at such other address or facsimile number as such
party may designate by two (2) days advance written notice to the other parties.
 To the Purchaser
 To the Vendor
 To the Company
 To the Covenantor
 10.7
    
    Expenses. Each of the parties hereto shall be responsible for its own costs and
expenses incurred in the preparation, negotiation and execution of this Agreement.
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10.8
    
    Severability. If any provision of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the balance of the
Agreement shall be interpreted as if such provision was so excluded and shall be enforceable
in accordance with its terms.10.9
    
    Language. This Agreement shall be executed in Chinese.
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IN WITNESS WHEREOF
 The Purchaser
 China Oceanwide Holdings Group Co., Ltd.
 By:
    
    /s/ Yu ZhengName:
    
    Yu ZhengTitle:
    
    Vice President
  
  - 20 -




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The Company
 
 By:
    
    /s/ Chen WenqiaoName:
    
    Chen WenqiaoTitle:
    
    Director
  
  - 21 -




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The Vendor
  By:
    
    /s/ Chen WenqiaoName:
    
    Chen WenqiaoTitle:
    
    Director
  
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The Covenantor
 Beijing Taide Advertising Co., Ltd.
 By:
    
    /s/ Wang YonghongName:
    
    Wang YonghongTitle:
    
    Legal Representative
  
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Appendix A
 Material Contracts
 1.
    
    Share Arrangements and Business Operation Agreements
 (a)
    
    The Share Arrangements and Business Operation Agreements entered into by and
among EO Publications Development Limited, Beijing Taide Advertising Co., Ltd., and
Beijing Jingguanxincheng Advertising Co., Ltd..(b)
    
    The Share Arrangements and Business Operation Agreements entered into by and
among EO Publications Development Limited, Beijing Taide Advertising Co., Ltd., and
Beijing Jingshijingguan Advertising Co., Ltd..
 2.
    
    Material Business Contracts
 (a)
    
    The Amended and Restated Business Cooperation Agreement dated as of November 6,
2006 entered into by and among the Economic Observer, Guangzhou Jingshi Culture
Communication Co., Ltd., Beijing Jingguanxincheng Advertising Co., Ltd. and Beijing
Jingshijingguan Advertising Co., Ltd.(b)
    
    The Amended and Restated Business Cooperation Contract dated as of November 6,
2006 entered into by and among Shandong Sanlian Group Co., Ltd., Shandong Economic
Observer Newspaper Co., Ltd., the Economic Observer and Beijing Jingguanxincheng
Advertising Co., Ltd.(c)
    
    The Economic Observer Transfer Agreement dated as of November 6, 2006 entered
into by and among Shandong Sanlian Group Co., Ltd., Shandong Economic Observer Newspaper
Co., Ltd., the Economic Observer and Beijing Jingguanxincheng Advertising Co., Ltd.
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Appendix B
 Corporate Details of the Group as at the date of this Agreement
 1.
    
    The Company
 Name
    
    EO Publications Development LimitedDate and Place of
Incorporation
    
    March 2, 2010 / British Virgin IslandsIncorporation Number
    
    1573253Registered Address
    
    P.O. Box 957, Offshore Incorporations Centre,Road Town, Tortola, British Virgin IslandsRegistered Capital
    
    USD 50,000Authorized Capital 
Issued Capital
    
    USD 1Number of OrdinaryShareholder
    
    Name
    
    SharesCentury Effort Limited
    
    1Total:
    
    1Director(s)
    
    Chen WenqiaoCompany Secretary
    
    Offshore Incorporations Limited
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2.
    
    PRC Company
 a.
    
    Jingguanxincheng
 Name
    
    Beijing Jingguanxincheng Co., Ltd.Date and Place of
Incorporation
    
    February 25, 2006, PRCRegistration number
    
    1101111930073Registered Address
    
    No. 18-C66 Jianshe Road, Kaixuan Avenue, Fangshan District, BeijingRegistered Capital
    
    RMB5,000,000Shareholder
    
    Name
    
    ShareholdingBeijing Taide Advertising
Co., Ltd.
    
    RMB5,000,000 (100%)Total:
    
    RMB5,000,000 (100%)Legal Representative
    
    Chen LiyiDirector & Management
    
    Chen Liyi, Chen Hui, Wang Yongjing, Zhu Shan, Chen Wenqiao, Fredy Bush and Graham EarnshawBusiness Scope
    
    Act as an advertising agency and release advertisementBusiness term
    
    January 25, 2006  January 24, 2056
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b.
    
    Jingshijingguan
 Name
    
    Beijing Jingshijingguan Advertising Co., Ltd.Date and Place of
Incorporation
    
    PRCRegistration number
    
    1101111970696Registered Address
    
    No. 18-C68 Jianshe Road, Kaixuan Avenue, Fangshan
District, BeijingRegistered Capital
    
    RMB6,000,000Shareholder
    
    Name
    
    ShareholdingBeijing Taide
Advertising Co., Ltd.
    
    RMB3,000,000 (50%)Beijing
Jingguanxincheng Co.,
Ltd.
    
    RMB3,000,000 (50%)Total:
    
    RMB6,000,000 (100%)Legal Representative
    
    Chen HuiDirector & Management
    
    Chen Hui, Lai Juntao, Chen WenqiaoBusiness Scope
    
    Act as an advertising agency and release
advertisement; Undertake exhibitions; Organize
cultural and art exchange activities (except
performance); Information Consultation (except
agency services); Technology development, technical
services and technical training.Business term
    
    June 9, 2006
 June 9, 2056
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Appendix C
 Corporate Details of the Group immediately following Closing Date
 A.
    
    The Company
 Name
    
    EO Publications Development LimitedDate and Place of
Incorporation
    
    March 2, 2010 / British Virgin IslandsIncorporation Number
    
    1573253Registered Address
    
    P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin
IslandsRegistered Capital
    
    USD 50,000Authorized Capital 
Issued Capital
    
    USD 1Number of OrdinaryShareholder
    
    Name
    
    Shareso
    
    1Total:
    
    1Director(s)
    
    oCompany Secretary
    
    o
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B.
    
    Jingguanxincheng
 Name
    
    Beijing Jingguanxincheng Co., Ltd.Date and Place of Incorporation
    
    February 25, 2006, PRCRegistration number
    
    1101111930073Registered Address
    
    No. 18-C66 Jianshe Road, Kaixuan Avenue,
Fangshan District, BeijingRegistered Capital
    
    RMB5,000,000Shareholder
    
    Name
    
    ShareholdingTotal:Legal Respresentative 
Director & ManagementBusiness Scope
    
    Act as an advertising agency and release advertisementBusiness term
    
    January 25, 2006  January 24, 2056
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C.
    
    The Subsidiaries1.
    
    Beijing Jingshijingguan Advertising Co., Ltd.
 Name
    
    Beijing Jingshijingguan Advertising Co., Ltd.Date and Place of
Incorporation
    
    PRCRegistration number
    
    1101111970696Registered Address
    
    No. 18-C68 Jianshe Road, Kaixuan Avenue, Fangshan
District, BeijingRegistered Capital
    
    RMB6,000,000Shareholder
    
    Name
    
    ShareholdingTotal:Legal Representative 
Director & ManagementBusiness Scope
    
    Act as an advertising agency and release
advertisement; Undertake exhibitions; Organize
cultural and art exchange activities (except
performance); Information Consultation (except
agency services); Technology development, technical
services and technical training.Business term
    
    June 9, 2006
 June 9, 2056
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Appendix D
 The Management
 Liu
Jian (ID number: 110105196609047758); Wang Yongjing (ID number:
372424197207286529); Piao
Chunhua (ID number: 370602197312183426); Wang Shengzhong (ID
number: 110108196812260078) etc.
  - 31 -




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Appendix E
 Disclosure Schedule
 I.
    
    Staff List of Jingguanxincheng
 Starting Time and EndingName
    
    Salary Composition
    
    
    Time of Labor Contract
 II.
    
    Staff List of Jingshijingguan
 Starting Time and EndingName
    
    Salary Composition
    
    
    Time of Labor Contract
 III.
    
    List of agreements of Jingguanxincheng which are effective as of the date of this Agreement.IV.
    
    List of agreements of Jingshijingguan which are effective as of the date of this Agreement.V.
    
    The Agreement dated December 18, 2007 in respect of the newspaper of the Investors (formelly
named People Focus Weekly) as well as the lawyers letter issued by Hunan Qiyuan Law Firm
dated February 4, 2009 and April 8, 2010.VI.
    
    Financial information of Jingguanxincheng as of the date of this Agreement.VII.
    
    Financial information of Jingshijingguan as of the date of this Agreement.
  - 32 -




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Appendix F
 Financial Statements of Jingguanxincheng as of March 31, 2010
  - 33 -




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##### 



Appendix G
 Financial Statements of Jingshijingguan as of March 31, 2010
  - 34 -




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Appendix H
 List of all Cash Income and Expenses in respect of Jingguanxincheng and
Jingshijingguan from Accounting Date and the Date of this Agreement
  - 35 -




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Appendix I
Current Account in respect of Jingguanxincheng and Jingshijingguan Needed To
Be Settled
  - 36 -