EXHIBIT 10.4
CONFIDENTIAL EXECUTION COPY
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
and
▇▇▇▇▇ ▇▇▇ ▇▇
and
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
and
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
and
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
and
the local advertising companies listed in Appendix I
_______________________________________________________
EQUITY PLEDGE AGREEMENT
_______________________________________________________
March 28, 2005
EQUITY PLEDGE AGREEMENT
This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in
the People's Republic of China (hereinafter, "PRC") as of March 28, 2005 by and
among the following Parties:
(1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
IDENTITY CARD NUMBER: 310109730305521
ADDRESS: Floor 28 Zhaofeng Shimao Tower, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
(2) ▇▇▇▇▇ ▇▇▇ ▇▇
IDENTITY CARD NUMBER: 310106731015081
ADDRESS: Floor 28 Zhaofeng Shimao Tower, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
(3) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter, "FOCUS MEDIA
ADVERTISEMENT")
REGISTERED ADDRESS: F, ▇▇▇▇ ▇▇▇▇, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇:. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(4) FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD. (hereinafter, "FOCUS MEDIA
TECHNOLOGY")
REGISTERED ADDRESS: E, ▇▇▇▇ ▇▇▇▇, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇:. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(5) FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(hereinafter, the "FOCUS MEDIA DIGITAL")
REGISTERED ADDRESS: Room A65, Floor ▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE:. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
AND
(6) the local advertising companies listed in Appendix I of the Agreement.
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(The above Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇
hereinafter referred to as an "INDIVIDUAL PLEDGOR" individually, and
collectively, the "INDIVIDUAL PLEDGORS"; the Individual Plegor and Focus Media
Advertisement hereinafter referred to as a "PLEDGOR" individually, and
collectively, the "PLEDGORS"; Focus Media Technology and Focus Media Digital
hereinafter referred to as a "PLEDGEE" individually, and collectively, the
"PLEDGEES".)
WHEREAS:
(1) As of the date of this Agreement, ▇▇▇▇▇ ▇▇▇ ▇▇ and Focus Media
Advertisement are the enrolled shareholders of the companies listed in
Section I, Appendix I to the Agreement, legally holding all the equity
interest of the companies listed in Section I, Appendix I.
(2) As of the date of this Agreement, Focus Media Advertisement is the
enrolled shareholder of the companies listed in Section II, Appendix I to
the Agreement, legally holding the majority equity interest of the
companies listed in Section II, Appendix I. (For the details of its
shareholdings in the registered capital, please see Section II, Appendix I
hereto.)
(3) As of the date of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ are
enrolled shareholders of Focus Media Advertisement, legally holding all
the equity interest of Focus Media Advertisement, of which ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ holding 85% interest and ▇▇▇▇▇ ▇▇▇ ▇▇ holding 15%.
(4) Pursuant to the Call Option Agreement dated as of March 28, 2005 among
Focus Media Technology, the Pledgors and the Target Companies (as defined
below) (hereinafter, the "CALL OPTION AGREEMENT"), the Plegors shall
transfer part or all of the equity interest of the Target Companies to
Focus Media Digital and/or any other entity or individual designated by
Focus Media Digital at the request of the Focus Media Digital.
(5) Pursuant to the Shareholders' Voting Right Proxy Agreement dated as of
March 28, 2005 among Focus Media Technology, the Target Company and the
Pledgors
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(hereinafter, the "PROXY AGREEMENT"), Pledgors have already irrevocably
entrusted the personnel designated by Focus Media Technology then with
full power to exercise on their behalf all of their shareholders' voting
rights in respect of the relevant Target Companies.
(6) Pursuant to the Technology License and Service Agreement dated as of March
28, 2005 among Focus Media Technology, Focus Media Digital and the Target
Companies (hereinafter, the "SERVICE AGREEMENT"), the Target Companies
have already engaged Focus Media Digital exclusively to provide them with
relevant technical license, technical support and other services, for
which the Target Companies will respectively pay Focus Media Digital
license services accordingly.
(7) Pursuant to the Trademark License Agreement dated as of March 28, 2005
among Focus Media Technologyand the Target Companies (hereinafter, the
"TRADEMARK LICENSE AGREEMENT"), Focus Media Technology licenses the Target
Companies to use certain trademarks owned by Focus Media Technology in
consideration of trademark license fees.
(8) Pursuant to the Loan Agreement between Focus Media Technology and each of
the Individual Pledgors respectively, both dated as of March 28, 2005
(hereinafter, individually a "LOAN AGREEMENT" and collectively the "LOAN
AGREEMENTS"), Focus Media Technology has provided loans to the Individual
Pledgors in an aggregate amount of RMB40,450,000.
(9) As security for performance by the Pledgors of the Contract Obligations
(as defined below) and repayment of the Guaranteed Liabilities (as defined
below), the Pledgors agree to pledge all of their Target Company Equity to
the Pledgees and grant the Pledgees the right to request for repayment in
first priority and the Target Companies agree such equity pledge
arrangement.
THEREFORE, the Parties hereby have reached the following agreement upon mutual
consultations:
ARTICLE 1 DEFINITION
1.1 Except as otherwise construed in the context, the following terms in this
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Agreement shall be interpreted to have the following meanings:
"CONTRACT OBLIGATIONS" shall mean all contractual obligations of a Pledgor under
the Call Option Agreement and Proxy Agreement; all contractual obligations of a
Target Company under the Service Agreement, Call Option Agreement, Proxy
Agreement and Trademark License Agreement; all contractual obligations of an
Individual Pledgor under the Loan Agreement; and all contractual obligations of
a Pledgor under this Agreement.
"TARGET COMPANY" shall mean Focus Media Advertisement in respect of ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇; Focus Media Advertisement and/or any and all companies listed in
Section I, Appendix I in respect of ▇▇▇▇▇ ▇▇▇ ▇▇; any and all companies listed
in Appendix I in respect of Focus Media Advertisement.
"GUARANTEED LIABILITIES" shall mean all direct, indirect and consequential
losses and losses of foreseeable profits suffered by Pledgees due to any
Breaching Event (as defined below) a Pledgor and/or a Target Company, and all
fees incurred by Pledgees for the enforcement of the Contractual Obligations of
a Pledgor and/or a Target Company.
"TRANSACTION AGREEMENTS" shall mean the Call Option Agreement and the Proxy
Agreement in respect of a Pledgor; the Service Agreement, Trademark License
Agreement, Call Option Agreement and Proxy Agreement in respect of a Target
Company; the Loan Agreement in respect of an Individual Pledgor.
"BREACHING EVENT" shall mean any breach by either Pledgor of its Contract
Obligations under the Proxy Agreement, Call Option Agreement or this Agreement;
any breach by a Target Company of its Contract Obligations under the Service
Agreement, Trademark License Agreement, Call Option Agreement and/or Proxy
Agreement; and any breach by an Individual Pledgor of its Contractual
Obligations under the Loan Agreement.
"PLEDGED PROPERTY" shall mean (1) in respect of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, all of the
equity interest in Focus Media Advertisement which is legally owned by him as of
the effective date hereof and is to be pledges by him to the Pledgees according
to provisions hereof as the security for the performance by him and Focus Media
Advertisement of their Contractual Obligations, and the increased capital
contribution
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and equity interest described in Articles 2.6 and 2.7 hereof; (2) in respect of
▇▇▇▇▇ ▇▇▇ ▇▇, all of the equity is legally owned by him as of the effective date
hereof and is to be pledged by him to the Pledgees according to provisions
hereof as the security for the performance of the Contractual Obligations by him
and the Target Companies (for details of such equity interest, see Section I,
Appendix I), and the increased capital contribution and equity interest
described in Articles 2.6 and 2.7 hereof; (3) in respect of Focus Media
Advertisement, all of the equity interest in the Target Companies which is
legally owned by it as of the effective date hereof and is to be pledged to the
Pledgees by it according to provisions hereof as the security for the
performance of the Contractual Obligations by it and the Target Companies (for
details of such equity interest, see Appendix I), and the increased capital
contribution and equity interest described in Articles 2.6 and 2.7 hereof.
"PRC LAW" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.
1.2 The references to any PRC Law herein shall be deemed:
(1) to include the references to the amendments, changes, supplements
and reenactments of such law, irrespective of whether they take
effect before or after the formation of this Agreement; and
(2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.
1.3 Except as otherwise stated in the context herein, all references to an
Article, clause, item or paragraph shall refer to the relevant part of
this Agreement.
ARTICLE 2 EQUITY PLEDGE
2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it
legally owns and has the right to dispose of, to Pledgees according to the
provisions hereof as the security for the performance of the Contract
Obligations and the repayment of the Guaranteed Liabilities. Each Target
Company hereby agrees that the Pledgors legally holding equity interest in
it to pledge the Pledged
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Property to the Pledgees according to the provisions hereof.
2.2 Each Pledgor hereby undertakes that it will be responsible for, recording
the arrangement of the equity pledge hereunder (hereinafter, the "EQUITY
PLEDGE") on the shareholder register of each Target Company on the date
hereof, and will do its best endeavor to make registration with
registration authorities of industry and commerce of each Target Company.
Each Target Company respectively undertakes that it will do its best to
cooperate with the Pledgors to complete the registration with authorities
of industry and commerce under this Article.
2.3 During the valid term of this Agreement, except for the willful misconduct
or gross negligence of Pledgees which has direct cause and effect
relationship the reduction in value of the Pledged Property, Pledgees
shall not be liable in any way to, nor shall Pledgors have any right to
claim in any way or propose any demands on Pledgee, in respect of the said
reduction in value of the Pledged Property.
2.4 To the extent not violating provision of Article 2.3 above, in case of any
possibility of obvious reduction in value of the Pledged Property which is
sufficient to jeopardize Pledgee's rights, Pledgees may at any time
auction or sell off the Pledged Property on behalf of Pledgors, and
discuss with Pledgors to use the proceeds from such auction or sale-off as
pre-repayment of the Guaranteed Liabilities, or may submit such proceeds
to the local notary institution where Pledgees are domiciled (any fees
incurred in relation thereto shall be borne by Pledgors). Focus Media
Digital hereby grants authorization to Focus Media Technology to conduct
the above auction or sale-off with a prior notice to Focus Media Digital;
Focus Media Digital further confirms that no consent of Focus Media
Digital shall be required for Focus Media Technology to conduct the above
auction or sale-off.
2.5 Focus Media Technology and Focus Media Digital as Plegors shall be deemed
to have created the encumbrance of first order in priority on the Pledged
Property, and in case of any Breaching Event, Pledgors shall have the
right to dispose of the Pledged Property in the way set out in Article 4
hereof.
2.6 Only upon prior consent by Pledgees shall Pledgors be able to increase
their
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capital contribution to any or all of the Target Companies. Further
capital contribution made by Pledgor (s) in the Target Company shall also
be part of the Pledged Property.
2.7 Only upon prior consent by Pledgees shall Pledgors be able to receive
dividends or share profits from the Pledged Property. The dividends or the
profits received by Pledgors from the Pledged Property shall be deposited
into Pledgees's bank account designated by Pledgees respectively, to be
under the supervision of Pledgees and used as the Pledged Property to
repay in priority the Guaranteed Liabilities.
2.8 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ agree to bear joint liabilities
respectively to Pledgees upon occurrence of any Breaching Event on the
part of Focus Media Advertisement and Pledgees shall have the right, upon
occurrence of the Breaching Event, to dispose of any Pledged Property of
either of Pledgors in accordance with the provisions hereof.
ARTICLE 3 RELEASE OF PLEDGE
In respect of equity interest of any Target Company, upon full and complete
performance by relevant Pledgors of all of their Contractual Obligations,
Pledgees shall, at the request of relevant Pledgors, release the pledge created
on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge
in the shareholder register of the relevant Target Company, with the reasonable
fees incurred in connection with such release to be borne by Pledgees with the
same proportion.
ARTICLE 4 DISPOSAL OF THE PLEDGED PROPERTY
4.1 Pledgors, Target Companies and Pledgees hereby agree that, in case of any
Breaching Event, Pledgees shall have the right to exercise, upon giving
written notice to Pledgors, all of the remedial rights and powers
enjoyable by them under PRC Law, Transaction Agreements and the terms
hereof, including but not limited to being repayment in priority with
proceeds from auctions or sale-offs of the Pledged Property. Pledgees
shall not be liable for any loss as the result of their reasonable
exercise of such rights and powers.
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4.2 Pledgees shall have the right to designate in writing its legal counsel or
other agents to exercise on their respective behalf any and all rights and
powers set out above, and neither Pledgors nor Target Companies shall not
oppose thereto.
4.3 The reasonable costs incurred by Pledgees in connection with their
exercise of any and all rights and powers set out above shall be borne by
Pledgors, and Pledgees shall have the right to deduct the costs actually
incurred from the proceeds that they acquire from the exercise of the
rights and powers.
4.4 The proceeds that Pledgees acquire from the exercise of their respective
rights and powers shall be used in the priority order as follows:
- First, to pay any cost incurred in connection with the disposal of
the Pledged Property and the exercise by Pledgees of their
respective rights and powers (including remuneration paid to their
respective legal counsels and agents);
- Second, to pay any taxes and levies payable for the disposal of the
Pledged Property; and
- Third, to repay Pledgees for the Guaranteed Liabilities.
In case of any balance after payment of the above amounts, Pledgees shall
return the same to Pledgors or other persons entitled thereto according to
the relevant laws and rules or submit the same to the local notary
institution where Pledgees are domiciled (any fees incurred in relation
thereto shall be borne by Pledgors).
4.5 Pledgees shall have the option to exercise, simultaneously or in certain
sequence, any of the remedies at breaching that it is entitled to in
respect of the equity interest of any Target Company holding by any
Pledgor; Pledgees shall not be obliged to exercise other remedies at
breaching before their exercise of the right to the auctions or sale-offs
of the Pledged Property hereunder. Pledgors or Target Companies shall not
oppose to whether Pledgees exercise any part of the right to the pledge or
the sequence of exercising the pledge interest.
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ARTICLE 5 FEES AND COSTS
All costs actually incurred in connection with the establishment of the Equity
Pledge hereunder, including but not limited to stamp duties, any other taxes,
all legal fees, etc shall be borne by Pledgees with the same proportion.
ARTICLE 6 CONTINUITY AND NO WAIVE
The Equity Pledge hereunder is a continuous guarantee, with its validity to
continue until the full performance of the Contractual Obligations or the full
repayment of the Guaranteed Liabilities. Neither exemption or grace period
granted by Pledgees to Pledgors in respect of their breach, nor delay by
Pledgees in exercising any of their rights under the Transaction Agreements and
this Agreement shall affect the rights of Pledgee under this Agreement, relevant
PRC Law and the Transaction Agreements, the rights of Pledgees to demand at any
time thereafter the strict performance of the Transaction Agreements and this
Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent
breach by Pledgors of the obligations under the Transaction Agreements and/or
this Agreement.
ARTICLE 7 REPRESENTATIONS AND WARRANTIES BY ▇▇▇▇▇▇▇▇
Each of Pledgors hereby, in respect of itself and Target Company in which it
holds equity interest, represents and warrants to Pledgee as follows:
7.1 Each Individual Pledgor is a PRC citizen with full capacity of disposition
and has obtained due authorization to execute, deliver and perform this
Agreement and can independently be a subject of actions; Focus Media
Advertisement is a limited liability corporation duly incorporated and
validly existing under PRC Law, has full right and authorization to
execute and deliver this Agreement and other documents relating to the
transaction as stipulated in this Agreement and to be executed by them. It
also has full right and authorization to complete the transaction
stipulated in this Agreement.
7.2 Target Company is a limited liability corporation duly incorporated and
validly existing under PRC Law, it has independent status as a legal
person; it has full and independent legal status and capacity to execute,
deliver and perform this Agreement and can independently be a subject of
actions. It has full right and
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authorization to execute and deliver this Agreement and other documents
relating to the transaction as stipulated in this Agreement and to be
executed by them. It also has full right and authorization to complete the
transaction stipulated in this Agreement.
7.3 All reports, documents and information concerning Pledgors and all matters
as required by this Agreement which are provided by Pledgors to Pledgee
before this Agreement comes into effect are true, correct and effective in
all material aspects as of the execution hereof.
7.5 At the time of the effectiveness of this Agreement, Pledgors are the sole
legal owner of the Pledged Property, with no existing dispute whatever
concerning the ownership of the Pledged Property. Pledgors have the right
to dispose of the Pledged Property or any part thereof.
7.6 Except for the encumbrance set on the Pledged Property hereunder and the
rights set under the Transaction Agreements, there is no other encumbrance
or third party interest set on the Pledged Property.
7.7 The Pledged Property is capable of being pledged or transferred according
to the laws, and ▇▇▇▇▇▇▇▇ have the full right and power to pledge the
Pledged Property to Pledgee according to this Agreement.
7.8 This Agreement constitutes the legal, valid and binding obligations on
Pledgors when it is duly executed by Pledgors.
7.9 Any consent, permission, waive or authorization by any third person, or
any approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any
government authority to be handled or obtained in respect of the execution
and performance hereof and the Equity Pledge hereunder have already been
handled or obtained, and will be fully effective during the valid term of
this Agreement.
7.10 The execution and performance by Pledgors of this Agreement are not in
violation of or conflict with any laws applicable to them, or any
agreement to which they are a party or which has binding effect on their
assets, any court
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judgment, any arbitration award, or any administration authority decision.
7.11 The pledge hereunder constitutes the encumbrance of first order in
priority on the Pledged Property.
7.12 All taxes and fees payable in connection with acquisition of the Pledged
Property have already been paid in full amount by Pledgors.
7.13 There is no pending or, to the knowledge of Pledgors, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Pledgors, or their property, or the Pledged Property, nor is there
any pending or, to the knowledge of Pledgors, threatened litigation, legal
process or demand by any government authority or any administration
authority against Pledgors, or their property, or the Pledged Property,
which is of material or detrimental effect on the economic status of
Pledgors or their capability to perform the obligations hereunder and the
Guaranteed Liabilities.
7.14 Pledgors hereby warrant to Pledgee that the above representations and
warranties will remain true, correct and effective at any time and under
any circumstance before the Contractual Obligations are fully performed or
the Guaranteed Liabilities are fully repaid, and will be fully complied
with.
ARTICLE 8 - REPRESENTATIONS AND WARRANTIES BY TARGET COMPANY
Each of Target Company hereby individually represents and warrants to Pledgee as
follows:
8.1 Target Company is a limited liability corporation duly incorporated and
validly existing under PRC Law, with full capacity of disposition and has
obtained due authorization to execute, deliver and perform this Agreement
and can independently be a subject of actions.
8.2 All reports, documents and information concerning Pledged Property and all
matters as required by this Agreement which are provided by Target Company
to Pledgee before this Agreement comes into effect are true, correct and
effective in all material aspects as of the execution hereof.
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8.3 All reports, documents and information concerning Pledged Property and all
matters as required by this Agreement which are provided by Target Company
to Pledgee after this Agreement comes into effect are true, correct and
effective in all material aspects upon provision.
8.4 This Agreement constitutes the legal, valid and binding obligations on
Target Company when it is duly executed by Target Company.
8.5 It has full right and authorization to execute and deliver this Agreement
and other documents relating to the transaction as stipulated in this
Agreement and to be executed by them. It also has full right and
authorization to complete the transaction stipulated in this Agreement.
8.6 There is no pending or, to the knowledge of Target Company, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Target Company, or their property (including but are not limited
to the Pledged Property), nor is there any pending or, to the knowledge of
Target Company, threatened litigation, legal process or demand by any
government authority or any administration authority against Target
Company, or their property (including but are not limited to the Pledged
Property), which is of material or detrimental effect on the economic
status of Target Company or their capability to perform the obligations
hereunder and the Guaranteed Liabilities.
8.7 Each of Target Company hereby agree to bear joint responsibilities to
Pledgees in respect of the representations and Warranties made by its
relevant Plegor according to Article 7.5, Article 7.6, Article 7.7,
Article 7.9 and Article 7.11 hereof.
8.8 Target Company hereby warrant to Pledgee that the above representations
and warranties will remain true, correct and effective at any time and
under any circumstance before the Contractual Obligations are fully
performed or the Guaranteed Liabilities are fully repaid, and will be
fully complied with.
ARTICLE 9 - UNDERTAKINGS BY ▇▇▇▇▇▇▇▇
Each of Pledgors hereby individually undertakes to Pledgee in respect of it and
its
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Target Company of which it holds equity as follows:
9.1 Without the prior written consent by ▇▇▇▇▇▇▇, Pledgors shall not establish
or permit to establish any new pledge or any other encumbrance on the
Pledged Property.
9.2 Without first giving written notice to ▇▇▇▇▇▇▇ and having Pledgee's prior
written consent, Pledgors shall not transfer the Pledged Property, and any
attempt by Pledgors to transfer the Pledged Property shall be null and
void. The proceeds from transfer of the Pledged Property by Pledgors shall
be used to repay to Pledgee in advance the Guaranteed Liabilities or
submit the same to the third party agreed with Pledgee.
9.3 In case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Pledgors or Pledgee under the Transaction
Agreements and hereunder or the Pledged Property, Pledgors undertake to
notify Pledgee thereof in writing as soon as possible and promptly and
shall take, at the reasonable request of Pledgee, all necessary measures
to ensure the pledge interest of Pledgee in the Pledged Property.
9.4 Pledgors shall not carry on or permit any act or action which may affect
detrimentally the interest of Pledgee under the Transaction Agreements and
hereunder or the Pledged Property.
9.5 Pledgors guarantee that they shall, at the reasonable request of Pledgee,
take all necessary measures and execute all necessary documents (including
but not limited to supplementary agreement hereof) in respect of ensuring
the pledge interest of Pledgee in the Pledged Property and the exercise
and realization of the rights thereof.
9.6 In case of assignment of any Pledged Property as the result of the
exercise of the right to the pledge hereunder, Pledgors guarantee that
they will take all necessary measures to realize such assignment.
9.7 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ undertake individually to bear joint
responsibilities with the other party if the performance of the Article 9
thereof of
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the other Party refers to Focus Media Advertisement; ▇▇▇▇▇ ▇▇▇ ▇▇ and
Focus Media Advertisement undertake individually to bear joint
responsibilities with the other party if the performance of Article 9
thereof of the other party refers to any Target Company listed in Section
I, the Appendix I to this Agreement.
ARTICLE 10 - UNDERTAKINGS BY TARGET COMPANY
10.1 Any consent, permission, waive or authorization by any third person, or
any approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any
government authority to be handled or obtained in respect of the execution
and performance hereof and the Equity Pledge hereunder will be cooperated
to handle or obtain by Target Company to their best and will be ensured to
remain full effective during the valid term of this Agreement.
10.2 Without the prior written consent by Pledgee, Target Company shall not
cooperate to establish or permit to establish any new pledge or any other
encumbrance on the Pledged Property.
10.3 Without having Pledgee's prior written consent, Target Company shall not
cooperate to transfer or permit to transfer the Pledged Property.
10.4 In case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Target Company or Pledgee under the
Transaction Agreements and hereunder or the equity of Target Company as
the Pledged Property, Target Company undertake to notify Pledgee thereof
in writing as soon as possible and promptly and shall take, at the
reasonable request of Pledgee, all necessary measures to ensure the pledge
interest of Pledgee in the Pledged Property.
10.5 Target Company shall not carry on or permit any act or action which may
affect detrimentally the interest of Pledgee under the Transaction
Agreements and hereunder or the Pledged Property.
10.6 Target Company shall provide Pledgees with the financial statement of the
last calendar season within the first month of each calendar season,
including but are not limited to the balance sheet, the income statement
and the statement of cash
Equity Pledge Agreement050408
14
flow.
10.7 Target Company guarantee that they shall, at the reasonable request of
Pledgee, take all necessary measures and execute all necessary documents
(including but not limited to supplementary agreement hereof) in respect
of ensuring the pledge interest of Pledgee in the Pledged Property and the
exercise and realization of the rights thereof.
10.8 In case of assignment of any Pledged Property as the result of the
exercise of the right to the pledge hereunder, Target Company guarantee
that they will take all necessary measures to realize such assignment.
ARTICLE 11 - ENCUMBRANCE OF FIRST ORDER IN PRIORITY
11.1 Focus Media Technology and Focus Media Digital shall collectively have the
encumbrance of first order in priority on any and all Pledged Property.
Pursuant to the stipulations of the Transaction Agreement, any Breaching
Event under any Transaction Agreement shall result in the occurrence of
Breaching Event under other Transaction Agreement, Focus Media Technology
and Focus Media Digital shall simultaneously claim the pledge interest
hereunder to Pledgor relevant to the Breaching Event, and be repaid in
priority in the proportion of their respective security amount from the
proceeds obtained according to the disposal of Pledged Property stipulated
in Article 4 hereof.
ARTICLE 12 - CHANGE OF CIRCUMSTANCES
12.1 As supplement and subject to compliance with other terms of the
Transaction Agreements and this Agreement, in case that at any time the
promulgation or change of any PRC Law, regulations or rules, or change in
interpretation or application of such laws, regulations and rules, or the
change of the relevant registration procedures enables Pledgee to believe
that it will be illegal or in conflict with such laws, regulations or
rules to further maintain the effectiveness of this Agreement and/or
dispose of the Pledged Property in the way provided herein, Pledgors and
Target Company shall, at the written direction of Pledgee and in
accordance with the reasonable request of Pledgee, promptly take actions
and/or execute any agreement or other document, in order to:
Equity Pledge Agreement050408
15
(1) keep this Agreement remain in effect;
(2) facilitate the disposal of the Pledged Property in the way provided
herein; and/or
(3) maintain or realize the intention or the guarantee established
hereunder.
ARTICLE 13 - EFFECTIVENESS AND TERM OF THIS AGREEMENT
13.1 This Agreement shall become effective upon the satisfaction of all of the
following conditions in respect of any Target Company and any Pledgor who
holds the equity of the Target Company:
(1) this Agreement is duly executed by ▇▇▇▇▇▇▇▇, the Target Company and
the Pledgors who pledge the equity of the Target Company; and
(2) the Equity Pledge hereunder has been legally recorded in the
shareholders' register of the Target Company.
Pledgors shall provide the registration certification of the Equity Pledge
being recorded in the shareholders' register as mentioned above to Pledgee
in a way satisfactory to Pledgee.
13.2 This Agreement shall have its valid term until the full performance of the
Contractual Obligations or the full repayment of the Guaranteed
Liabilities.
ARTICLE 14 - NOTICE
14.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and
delivered to the relevant Party.
14.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile or
telex; it shall be deemed to have been delivered when it is delivered if
delivered in person; it shall be deemed to have been delivered five (5)
days after posting the same if posted by mail.
Equity Pledge Agreement050408
16
ARTICLE 15 - MISCELLANEOUS
15.1 Pledgee may, upon notice to Pledgors but not necessarily with Pledgors'
consent, assign ▇▇▇▇▇▇▇'s rights and/or obligations hereunder to any third
party; provided that Pledgors may not, without ▇▇▇▇▇▇▇'s prior written
consent, assign ▇▇▇▇▇▇▇▇' rights, obligations and/or liabilities hereunder
to any third party. Successors or permitted assignees (if any) of Pledgors
shall continue to perform the obligations of Pledgors under this
Agreement.
15.2 This Agreement shall be prepared in the Chinese language in twenty-two
(22) original copies, with each involved Party holding one (1).
15.3 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.
15.4 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties, and if the Parties cannot reach
an agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to China International
Economic and Trade Arbitration Commission Shanghai Branch for arbitration
in Shanghai in accordance with the arbitration rules of such Commission,
and the arbitration award shall be final and binding on all Parties.
15.5 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies
by such Party.
15.6 Any failure or delay by a Party in exercising any of its rights, powers
and remedies hereunder or in accordance with laws (hereinafter, the
"PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the
waiver of any single or partial exercise of the Party's Rights shall not
preclude such Party from exercising such rights in any other way and
exercising the remaining part of the Party's Rights.
15.7 The titles of the Articles contained herein shall be for reference only,
and in no
Equity Pledge Agreement050408
17
circumstances shall such titles be used in or affect the interpretation of
the provisions hereof.
15.8 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
15.9 This Agreement shall substitute any other documents on the same subject
executed by relevant Parties hereof once duly executed. Since the date of
this Agreement, the agreement listed in Appendix III to this Agreement
shall be terminated.
15.10 Any amendments or supplements to this Agreement shall be made in writing.
Except for assignment by Pledgee of its rights hereunder according to
Article 15.1 of this Agreement, the amendments or supplements to this
Agreement shall take effect only when properly signed by the Parties to
this Agreement. Notwithstanding the preceding sentence, considering the
rights and obligations of Target Company and Pledgors are severable and
independent, in case the amendment or supplement is intended to have
impact upon one Party of the Target Company and part of the Pledgors who
hold the equity interest, the amendment or supplement requires the consent
by the Target Company and the part of the Pledgors only and it is not
required to obtain the consent of other Target Company and other Pledgors
(to the extent the amendment or supplement does not have impact upon such
Pledgor).
15.11 This Agreement shall be binding on the legal successors of the Parties.
15.12 At the time of execution hereof, each of Pledgors shall sign respectively
a power of attorney (as set out in Appendix II hereto, hereinafter, the
"POWER OF ATTORNEY") to authorize any person designated by Focus Media
Technology to sign on its behalf according to this Agreement any and all
legal documents necessary for the exercise by Pledgee of Focus Media
Technology and Focus Media Digital's rights hereunder. Such Power of
Attorney shall be delivered to Focus Media Technology to keep in custody
and, when necessary, Focus Media Technology may at any time submit the
Power of Attorney to the relevant
Equity Pledge Agreement050408
18
government authority.
15.13 Notwithstanding any provision to the contrary in this Agreement, new
companies except the Target Company and its shareholders can be included
as one party of this Agreement by executing the Acknowledgement Letter in
the form of Appendix IV to this Agreement. The new companies shall enjoy
the same rights and obligations as other Target Companies; the
shareholders of the new companies shall enjoy the same rights and
obligations as other Pledgors hereunder. Considering that the rights and
obligations of the Target Company and relevant Pledgors under the
Agreement are severable and independent, the participation of the new
target companies and their shareholders will not affect the rights and
obligations of the original Target Company and relevant Pledgors, the
participation of the new target companies only requires confirmation of
Focus Media Technology and Focus Media Digital by signature. Each of the
Target Company hereby irrevocably and unconditionally agree the
participation of the new companies and their shareholders and further
confirm that shareholders of any new target companies can pledge their
equity of the new target companies to Focus Media Technology and Focus
Media Digital according to the stipulation of this Agreement not
necessarily with consent of the original Target Company or their relevant
Pledgors.
[The remainder of this page is left blank]
Equity Pledge Agreement050408
19
(EXECUTION PAGE)
IN WITNESS HEREOF, the following Parties have caused this Equity Pledge
Agreement to be executed as of the date and in the place first here above
mentioned.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇▇▇ ▇▇
Signature by: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇
--------------------------
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company Chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Equity Pledge Agreement050408
20
SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
ZHEJIANG RUIHONG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
CHONGQING GEYANG MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
CHANGSHA FOCUS MEDIA CENTURY ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇ ▇▇▇▇
--------------------------
Name: ▇▇ ▇▇▇▇
Position: Authorized Representative
QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
Equity Pledge Agreement050408
21
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
DALIAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇
Position: Authorized Representative
YUNNAN FOCUS MEDIA CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI QIANJIAN ADVERTISING CO., LTD.
(Company chop)
Equity Pledge Agreement050408
22
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
GUANGZHOU FUKE ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
ZHUHAI FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
NANJING FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD.
(Company chop)
Equity Pledge Agreement050408
23
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
HEBEI TIANMA WEIYE ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XIAMEN FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XI'AN FOCUS MEDIA INFORMATION COMMUNICATION CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Equity Pledge Agreement050408
24
APPENDIX I:
SECTION I----BASIC INFORMATION OF THE TARGET COMPANY IN WHICH ▇▇▇▇▇ ▇▇▇ ▇▇
AND FOCUS MEDIA ADVERTISEMENT JOINTLY HOLD THE EQUITY
COMPANY REGISTERED REGISTERED LEGAL EQUITY
NAME ADDRESS CAPITAL REPRESENTATIVE STRUCTURE
-------------------------- ---------------------------- ------------ -------------- ------------------
Qingdao Focus Advertising Room 5 Floor 12 No.37, RMB500,000 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Agency Co., Ltd. Donghai Road South District Focus Media
Advertisement: 90%
Changsha Focus Media No. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,000 ▇▇▇▇ Du ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Century Advertising Co., Changsha Focus Media
Ltd. Advertisement: 90%
Dalian Focus Media ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, RMB500,000 Haobo ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Agency Co., Zhongshan District Dalian Focus Media
Ltd. Advertisement: 90%
Guangzhou Fuke Advertising Room 01 Floor 29 Youyage RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Co., Ltd. Tianyu Garden No.158 Middle ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Linhe Road, Guangzhou Advertisement: 90%
Zhuhai Focus Media Culture Room 801 Floor 8 Post Tower RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Communication Co., Ltd. No. 1072 Xiangzhou Fenghuang ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Road, Zhuhai Advertisement: 90%
Shanghai Focus Media Room A65 Floor 28 No. 369 RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Agency Co., Jiangsu Road Shanghai ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Ltd. Municipality Advertisement: 90%
Shanghai Qianjian Room 820 ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ RMB2,000,000 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising ▇▇.▇▇▇. Gaoqiao Town Pudong New ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Area, Shanghai Municipality Advertisement: 90%
Equity Pledge Agreement050408
25
SECTION II----BASIC INFORMATION OF OTHER TARGET COMPANY WHICH FOCUS MEDIA
ADVERTISEMENT HOLDS THE EQUITY
COMPANY REGISTERED REGISTERED LEGAL EQUITY
NAME ADDRESS CAPITAL REPRESENTATIVE STRUCTURE
---------------------- -------------------------- ------------ ------------------- ------------------
Yunnan Focus Media Room 01 Floor 20 Building RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇: 10.5%
Co., Ltd. SOHOB Yinhai International Focus Media
Flat, Kunming Advertisement: 90%
Nanjing Focus Media Room 2317 Keyuan Hotel RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: 10.5%
Advertising Agency Nanjing High-tech Focus Media
Co., Ltd. Development Zone Advertisement: 90%
▇▇▇▇▇ ▇▇▇▇▇ Focus Room 1602 Wuhan Plaza RMB2,000,00 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇:
Media Advertising Co., ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.▇%
Ltd. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇:
3.75%
▇▇▇▇▇▇▇▇ ▇▇▇▇:
3.75%
Focus Media
Advertisement: 75%
Sichuan Focus Media 1-1-6-603 No.151 North RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Song: 10%
Advertising Agency Kehua Road Wuhou District Focus Media
Co., Ltd. Chengdu Advertisement: 90%
Tianjin Focus Media Room 6-4-301 ▇▇▇▇▇ ▇▇▇▇▇▇▇ RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇: 20%
Tongshen Advertisement Baiti Road Nankai District Focus Media
Co., Ltd. Tianjin Advertisement: 80%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Focus 25-3-4 Building A RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇: 14%
Media Culture Shidaihaoyuan No.3 Zonghao Li: 13%
Communications Co., Qingnian Road ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇:
Ltd. District
Equity Pledge Agreement050408
26
13%
Focus Media
Advertisement: 60%
Zhejiang Ruihong Focus Room 909 Building C RMB4,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇: 20%
Media Culture Huanglongshiji Plaza No.1 Focus Media
Communications Co., ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ Advertisement: 80%
Ltd.
Hebei Tianma Weiye Room 1708 Taihe Tower RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Advertising Co., Ltd. ▇▇.▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Advertising: 10%
Shijiazhuang Focus Media
Advertisement: 90%
Xiamen Focus Media Room 13D Guomao Tower RMB1,200,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Advertising Co., Ltd. South ▇▇▇▇▇ Road Advertising: 10%
Focus Media
Advertisement: 90%
Xi'an Focus Media Roon 1810 No. 42 Gaoxin RMB1,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Culture Communication Road Gaoxin District, Xi'an Advertisement: 90%
Co., Ltd. ▇▇▇▇▇▇▇ ▇▇▇▇▇: 10%
Equity Pledge Agreement050408
27
APPENDIX II:
FORMAT OF THE POWER OF ATTORNEY
I/The company, ____________, hereby entrusts ____________, [with his/her
identity card number ____________,] to be my/the company's authorized trustee to
sign on my/the company's behalf all legal documents necessary or desirous for
Focus Media Technology (Shanghai) Co., Ltd. and Focus Media Digital Technology
(Shanghai) Co., Ltd. to exercise their rights under the Equity Pledge Agreement
between them, myself/our company and local advertising companies.
Signature: _______________
Date: ___________________
Equity Pledge Agreement050408
28
APPENDIX III
ORIGINAL EQUITY PLEDGE AGREEMENT LIST
DATE OF COMPANIES AIMED AT TO
PARTIES INVOLVED EXECUTION THE PLEDGE INTEREST
--------------------------- ------------------ ---------------------------------
1 (1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, April 26, 2004
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇, Shanghai Focus Media
▇▇▇▇▇ ▇▇▇ ▇▇ Advertisement Co., Ltd.
(2) Focus Media Technology
(Shanghai) Co., Ltd.
2 (1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ November 3, 2004 Chongqing Geyang Focus Media
(2) Focus Media Technology Culture Communiacations Co., Ltd.
(Shanghai) Co., Ltd.
3 (1) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ November 3, 2004 Zhejiang Ruihong Focus Media
(2) Focus Media Technology Culture Communications Co.,
(Shanghai) Co., Ltd. Ltd.
4 (1) ▇▇▇▇▇ ▇▇▇ ▇▇ September 29, 2004 Dalian Focus Media Advertising
(2) Focus Media Technology Agency Co., Ltd.
(Shanghai) Co., Ltd.
5 (1) ▇▇▇▇▇ ▇▇▇ ▇▇ September 30, 2004 Qingdao Focus Media Advertising
(2) Focus Media Technology Agency Co., Ltd.
(Shanghai) Co., Ltd.
6 (1) ▇▇▇▇▇ ▇▇▇ ▇▇ October 20, 2004 Changsha Focus Media Century
(2) Focus Media Technology Advertising Co., Ltd.
(Shanghai) Co., Ltd.
7 (1) ▇▇▇▇▇ ▇▇▇ ▇▇ November 3, 2004 Shanghai Qianjian Advertising
(2) Focus Media Technology Co., Ltd.
(Shanghai) Co., Ltd.
Equity Pledge Agreement050408
29
APPENDIX IV
ACKNOWKEDGEMENT LETTER
[-] (identity card number: ____________________)/[-]limited liability
company (registered address: ____________________)(hereinafter, "PARTICIPATED
PLEDGOR") and [-]limited liability company (registered address:
____________________) (hereinafter, "PARTICIPATED TARGET COMPANY") hereby agree
to participate in Equity Pledge Agreement dated on March 28, 2005 between Focus
Media Technology (Shanghai) Co., Ltd. (hereinafter"FOCUS MEDIA TECHNOLOGY")
Focus Media Digital Information Technology (Shanghai) Co., Ltd.
(hereinafter"FOCUS MEDIA DIGITAL") Shanghai Focus Media Advertisement Co., Ltd.,
and other relevant parties (hereinafter, "EQUITY PLEDGE AGREEMENT") as an
independent contract party. Participated Pledgors and Participated Target
Companies pledge the equity of the Participated Target Companies which
constitute [ ]% of the registered capital of the Participated Target Companies
to Focus Media Technology as the date of the Acknowledgement Letter to secure
the following contractual obligations:
[-]
This Acknowledgement Letter once executed by the Participated Pledgors and
Participated Target Company, Participated Pledgors and Participated Target
Companies shall make the same undertakings and warranties with those of Pledgors
and Target Companies under the Equity Pledge Agreement, agree to perform the
obligations of Pledgors and Target Company stipulated in the Equity Pledge
Agreement, and admit the rights and obligations of Parties under the Equity
Pledge Agreement.
[Name of Participated Pledgors]
(Company chop)
Signature by : _____________
Name:
Equity Pledge Agreement050408
30
Position: Authorized Representative]
[Name of Participated Target Company]
(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
Equity Pledge Agreement050408
31