EXHIBIT 10.55
CONFIDENTIAL EXECUTION VERSION
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EQUITY PLEDGE AGREEMENT
AMONG
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.,
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.,
SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.,
AND
GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD.
DATED AS OF
MAY 22, 2006
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EQUITY PLEDGE AGREEMENT
This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in
the People's Republic of China (hereinafter, "PRC") as of May 22, 2006 by and
among the following Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter, "FOCUS MEDIA
ADVERTISEMENT")
REGISTERED ADDRESS: ▇▇▇▇ ▇▇▇▇▇, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(2) SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (hereinafter, "FOCUS
MEDIA ADVERTISING AGENCY")
REGISTERED ADDRESS: A65 Room, ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(3) SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD. (hereinafter, "FRAMEDIA
INVESTMENT")
REGISTERED ADDRESS: ▇▇▇▇ ▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇ LEGAL
REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(4) GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD. (hereinafter, "SHIJI
SHENGHUO")
REGISTERED ADDRESS: Room 2007, ▇▇. ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ (▇), ▇▇▇▇▇▇ District,
Guangzhou
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(The above parties hereinafter shall be individually referred to as a "PARTY"
and collectively referred to as the "PARTIES", of which Focus Media
Advertisement and Focus Media Advertising Agency shall be individually referred
to as a "PLEDGEOR" and collectively referred to as the "PLEDGEORS".)
WHEREAS:
(1) The Pledgeors are the registered shareholders of Shiji Shenghuo, legally
holding all the equity of said company as of the execution date of this
Agreement, of which Focus Media Advertisement holds 90% interest while
Focus Media Advertising Agency holds 10%.
(2) Pursuant to the Call Option Agreement dated as of May 22, 2006 among the
Pledgee, the Pledgeors and Shiji Shenghuo (hereinafter, the "Call Option
Agreement") and the permission of PRC Law, the Plegors shall transfer part
or all of the equity interest of Shiji Shenghuo they hold to the Pledgee
and/or any other entity or individual designated by the Pledgee at the
request of the Pledgee.
(3) Pursuant to the Shareholders' Voting Right Proxy Agreement dated as of
May 22,
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2006 among the Pledgee, Shiji Shenghuo and the Pledgeors (hereinafter, the
"Proxy Agreement"), the Pledgeors have already entrusted the person
designated by the Pledgee with full power to exercise on their behalf in
respect of all of their shareholders' voting rights against Shiji
Shenghuo.
(4) As security for performance by the Pledgeors of the Contract Obligations
(as defined below) and repayment of the Guaranteed Liabilities (as defined
below), the Pledgeors agree to pledge all of their Shiji Shenghuo's equity
to the Pledgee and grant the Pledgee the right to request for repayment in
first priority and Shiji Shenghuo 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
Agreement shall be interpreted to have the following meanings:
CONTRACT OBLIGATIONS shall mean all contractual obligations of
a Pledgeor under the Call Option
Agreement and Proxy Agreement; all
contractual obligations of Shiji Shenghuo
under the Call Option Agreement and Proxy
Agreement; and all contractual
obligations of a Pledgeor under this
Agreement.
GUARANTEED LIABILITIES shall mean all direct, indirect and
consequential losses and losses of
foreseeable profits suffered by Pledgee
due to any Breaching Event (as defined
below) a Pledgeor and/or a Shiji
Shenghuo, and all fees incurred by
Pledgee for the enforcement of the
Contractual Obligations of a Pledgeor
and/or a Shiji Shenghuo.
TRANSACTION AGREEMENTS shall mean the Call Option Agreement and
the Proxy Agreement.
BREACHING EVENT shall mean any breach by either Pledgeor
of its Contract Obligations under the
Proxy Agreement, Call Option Agreement
and/or this Agreement; any breach by a
Shiji Shenghuo of its Contract
Obligations under the Call Option
Agreement, Proxy Agreement and/or this
Agreement.
PLEDGED PROPERTY shall mean all the equity in Shiji
Shenghuo which is legally owned by the
Pledgeor as of the effective date hereof
and is to be pledges by the Pledgeor to
the Pledgee according to provisions
hereof as the security for the
performance by the Pledgeor
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and Shiji Shenghuo of their Contractual
Obligations (in respect of Focus Media
Advertisement, means the 90% equity it
holds in Shiji Shenghuo, and in respect
of Focus Media Advertising Agency, means
the 10% equity it holds in Shiji
Shenghuo), 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 application 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 Pledgeor hereby agrees to pledge the Pledged Property, which it
legally owns and has the right to dispose of, to Pledgee according to the
provisions hereof as the security for the performance of the Contract
Obligations and the repayment of the Guaranteed Liabilities. Shiji
Shenghuo hereby agrees that the Pledgeors legally holding equity interest
in it to pledge the Pledged Property to the Pledgee according to the
provisions hereof.
2.2 Each Pledgeor 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 Shiji Shenghuo on the date hereof,
and will do its best endeavor to make registration with registration
authorities of industry and commerce of Shiji Shenghuo. Shiji Shenghuo
undertakes that it will do its best to cooperate with the Pledgeors 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 Pledgee which has direct cause and effect
relationship the reduction in value of the Pledged Property, Pledgee shall
not be liable in any way to, nor shall Pledgeors 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
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sufficient to jeopardize Pledgee's rights, Pledgee may at any time auction
or sell off the Pledged Property on behalf of Pledgeors, and discuss with
Pledgeors 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 Pledgee are domiciled (any fees
incurred in relation thereto shall be borne by Pledgeors).
2.5 The Pledge as Pledge shall be deemed to have created the encumbrance of
first priority right on the Pledged Property, and in case of any Breaching
Event, such Pledgee 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 Pledgee shall Pledgeors be able to increase
their capital contribution to Shiji Shenghuo. Further capital contribution
made by Pledgeor(s) in Shiji Shenghuo shall also be part of the Pledged
Property.
2.7 Only upon prior consent by Pledgee shall Pledgeors be able to receive
dividends or share profits from the Pledged Property. The dividends or the
profits received by Pledgeors from the Pledged Property shall be deposited
into Pledgee's bank account designated by Pledgee respectively, to be
under the supervision of Pledgee and used as the Pledged Property to repay
in priority the Guaranteed Liabilities.
ARTICLE 3 RELEASE OF PLEDGE
In respect of equity interest of Shiji Shenghuo, upon full and complete
performance by relevant Pledgeors of all of their Contractual Obligations and
upon the full repayment by relevant Pledgeors of all the Guaranteed
Liabilities(if any), the Pledgee shall, at the request of relevant Pledgeors,
release the pledge created on Shiji Shenghuo under this Agreement, and shall
cooperate with Pledgeors to go through the formalities to cancel the record of
the Equity Pledge in the shareholder register of Shiji Shenghuo; in case of the
Equity Pledge having been recorded at the registration department of
Administration of Industry and Commerce of Shiji Shenghuo, the relevant Parties
shall cooperate with each other to go through the formalities to cancel such
record of the Equity Pledge. The reasonable fees incurred in connection with
such release to be borne by Pledgee with the same proportion.
ARTICLE 4 DISPOSAL OF THE PLEDGED PROPERTY
4.1 Pledgeors, Shiji Shenghuo and Pledgee hereby agree that, in case of any
Breaching Event, the Pledgee, shall have the right to exercise, upon
giving written notice to Pledgeors, 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. Pledgee shall
not be liable for any loss as the result of their reasonable exercise of
such rights and powers.
4.2 Pledgee shall have the right to designate in writing its legal counsel or
other
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agents to exercise on their respective behalf any and all rights and
powers set out above, and neither Pledgeors nor Shiji Shenghuo shall not
oppose thereto.
4.3 The reasonable costs incurred by Pledgee in connection with their exercise
of any and all rights and powers set out above shall be borne by
Pledgeors, and Pledgee 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 Pledgee acquires from the exercise of their respective
rights and powers shall be used in the priority order as follows:
Firstly, to pay any cost incurred in connection with the disposal of the
Pledged Property and the exercise by Pledgee of their respective rights
and powers (including remuneration paid to their respective legal counsels
and agents);
Secondly, to pay any taxes and levies payable for the disposal of the
Pledged Property; and
Thirdly, to repay Pledgee for the Guaranteed Liabilities.
In case of any balance after deducting the above amounts, the remain
amount shall be returned to Pledgeors by Pledgee or other persons entitled
thereto according to the relevant laws and rules or be submitted to the
local notary where Pledgee are domiciled (any fees incurred in relation
thereto shall be borne by Pledgeors).
4.5 Pledgee 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 Shiji Shenghuo holding by any Pledgeor;
Pledgee 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. Pledgeors or Shiji Shenghuo shall not oppose
to whether Pledgee exercise any part of the right to the pledge or the
sequence of exercising the pledge interest.
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 the Pledgee.
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 Pledgee to Pledgeors in respect of their breach, nor delay by Pledgee
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
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rights of Pledgee to demand at any time thereafter the strict performance of the
Transaction Agreements and this Agreement by Pledgeors or the rights Pledgee may
be entitled to due to subsequent breach by Pledgeors of the obligations under
the Transaction Agreements and/or this Agreement.
ARTICLE 7 REPRESENTATIONS AND WARRANTIES BY PLEDGEORS
Each of Pledgeors hereby, in respect of itself and Shiji Shenghuo in which it
holds equity interest, represents and warrants to Pledgee as follows:
7.1 Each Individual Pledgeor is a limited liability corporation duly
registered and validly existing under PRC Law, with independent status as
a legal person; Each of Shareholders has full and independent legal status
and legal capacity to execute, deliver and perform this Agreement, and may
act independently as a subject of actions.
7.2 Shiji Shenghuo in which the Pledgeors hold equity interest 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 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 Pledgeors and all
matters as required by this Agreement which are provided by Pledgeors to
Pledgee before this Agreement comes into effect are true, correct and
effective in all material aspects as of the execution hereof.
7.4 Upon the effectiveness of this Agreement, Pledgeors are the sole legal
owner of the Pledged Property, with no existing dispute whatever
concerning the ownership of the Pledged Property. Pledgeors have the right
to dispose of the Pledged Property or any part thereof.
7.5 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.
7.6 The Pledged Property is capable of being pledged or transferred according
to the laws, and Pledgeors have the full right and power to pledge the
Pledged Property to Pledgee according to this Agreement.
7.7 This Agreement constitutes the legal, valid and binding obligations on
Pledgeors when it is duly executed by Pledgeors.
7.8 Any consent, permission, waive or authorization by any third person, or
any approval, permission or exemption by any government authority, or any
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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.
7.9 The execution and performance by Pledgeors 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 judgment, any arbitration award, or any administration
authority decision.
7.10 The pledge hereunder constitutes the encumbrance of first order in
priority on the Pledged Property.
7.11 All taxes and fees payable in connection with acquisition of the Pledged
Property have already been paid in full amount by Pledgeors.
7.12 There is no pending or, to the knowledge of Pledgeors, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Pledgeors, or their property, or the Pledged Property, nor is
there any pending or, to the knowledge of Pledgeors, threatened
litigation, legal process or demand by any government authority or any
administration authority against Pledgeors, or their property, or the
Pledged Property, which is of material or detrimental effect on the
economic status of Pledgeors or their capability to perform the
obligations hereunder and the Guaranteed Liabilities.
7.13 Pledgeors hereby warrant to Pledgee that the above representations and
warranties will remain true, exact 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 SHIJI SHENGHUO
Shiji Shenghuo hereby represents and warrants to Pledgee as follows:
8.1 Shiji Shenghuo 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 Shiji Shenghuo
to Pledgee before this Agreement comes into effect are true, correct and
effective in all material aspects as of the execution hereof.
8.3 All reports, documents and information concerning Pledged Property and all
matters as required by this Agreement which are provided by Shiji Shenghuo
to Pledgee after this Agreement comes into effect are true, correct and
effective in all material aspects upon provision.
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8.4 This Agreement constitutes the legal, valid and binding obligations on
Shiji Shenghuo when it is duly executed by Shiji Shenghuo.
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 Shiji Shenghuo, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Shiji Shenghuo, or their assets (including but are not limited to
the Pledged Property), nor is there any pending or, to the knowledge of
Shiji Shenghuo, threatened litigation, legal process or demand by any
government authority or any administration authority against Shiji
Shenghuo, or their property (including but are not limited to the Pledged
Property), which is of material or detrimental effect on the economic
status of Shiji Shenghuo or their capability to perform the obligations
hereunder and the Guaranteed Liabilities.
8.7 Shiji Shenghuo hereby agree to bear joint responsibilities to Pledgee in
respect of the representations and Warranties made by its relevant
Pledgeor according to Article 7.5, Article 7.6, Article 7.7, Article 7.9
and Article 7.11 hereof.
8.8 Shiji Shenghuo hereby warrant to Pledgee that the above representations
and warranties will remain true, exact 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 PLEDGEORS
Each of Pledgeors hereby individually undertakes to Pledgee in respect of it and
its Shiji Shenghuo of which it holds equity as follows:
9.1 Without Pledgee's prior written consent, Pledgeors shall not establish or
permit to establish any new pledge or any other encumbrance on the Pledged
Property.
9.2 Without written notice to Pledgee in advance and Pledgee's prior written
consent, Pledgeors shall not transfer the Pledged Property, and any
attempt by Pledgeors to transfer the Pledged Property shall be null and
void. The proceeds from transfer of the Pledged Property by Pledgeors
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 Pledgeors or Pledgee under the Transaction
Agreements and hereunder or the Pledged Property, Pledgeors 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
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pledge interest of Pledgee in the Pledged Property.
9.4 Pledgeors 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 Pledgeors 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, Pledgeors guarantee that
they will take all necessary measures to realize such assignment.
9.7 Except for Pledgee's prior written consent, each Pledgeor shall then take
all necessary measures to extend such business term to ensure the business
term of Shiji Shenghuo not be expired during the term of this Agreement
under the circumstances that the business term of Shiji Shenghuo expires
within the term of this Agreement.
ARTICLE 10 UNDERTAKINGS BY SHIJI SHENGHUO
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 Shiji Shenghuo to their best and will be ensured to
remain full effective during the valid term of this Agreement.
10.2 Without Pledgee's prior written consent, Shiji Shenghuo shall not
cooperate with or permit Pledgeors to establish any new pledge or any
other encumbrance on the Pledged Property.
10.3 Without Pledgee's prior written consent, Shiji Shenghuo shall not
cooperate with or permit Pledgeors to transfer the Pledged Property.
10.4 In case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Shiji Shenghuo or Pledgee under the
Transaction Agreements and hereunder or the equity of Shiji Shenghuo as
the Pledged Property, Shiji Shenghuo 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 Shiji Shenghuo shall not carry on or permit any act or action which may
affect detrimentally the interest of Pledgee under the Transaction
Agreements and
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hereunder or the Pledged Property.
10.6 Shiji Shenghuo shall provide Pledgee with the financial statement of the
previous 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 flow.
10.7 Shiji Shenghuo 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, Shiji Shenghuo guarantee
that they will take all necessary measures to realize such assignment.
ARTICLE 11 CHANGE OF CIRCUMSTANCES
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, Pledgeors and Shiji Shenghuo 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:
(1) remain this Agreement 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 12 EFFECTIVENESS AND TERM OF THIS AGREEMENT
12.1 This Agreement shall become effective upon the duly execution of this
Agreement is by and among the Pledgee, Shiji Shenghuo and the Pledgeors
who hold the equity interest in Shiji Shenghuo.
12.2 On the execution day of this Agreement, the Pledgeors who hold the equity
interest in Shiji Shenghuo and Shiji Shenghuo shall legally record the
Equity Pledge in the shareholders' register of Shiji Shenghuo.
The aforesaid Pledgeors shall, in a satisfactory manner, provide to
Pledgee, the
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registration certification of the Equity Pledge, which was recorded in the
shareholders' register as mentioned above to Pledgee.
12.3 This Agreement shall have its term expired upon the full performance of
the Contractual Obligations or the full repayment of the Guaranteed
Liabilities.
ARTICLE 13 NOTICE
13.1 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.
13.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile; 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.
ARTICLE 14 MISCELLANEOUS
14.1 Pledgee may, upon notice to Pledgeors and Shiji Shenghuo but not
necessarily with Pledgeors and Shiji Shenghuo's consent, assign Pledgee's
rights and/or obligations hereunder to any third party; provided that
Pledgeors may not, without Pledgee's prior written consent, assign
Pledgeors' rights, obligations and/or liabilities hereunder to any third
party. Successors or permitted assignees (if any) of Pledgeors shall
continue to perform the obligations of Pledgeors under this Agreement.
14.2 This Agreement shall be prepared in the Chinese language in four (4)
original copies, with each involved Party holding one (1) copy hereof.
14.3 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.
14.4 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 its arbitration rules of such Commission,
and the arbitration award shall be final and binding on all Parties.
14.5 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.
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14.5 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.
14.6 The captions of the Articles contained herein shall be for reference only,
and in no circumstances shall such captions be used in or affect the
interpretation of the provisions hereof.
14.7 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.
14.8 This Agreement shall substitute any other documents on the same subject
executed by relevant Parties hereof once duly executed.
14.9 Any amendments or supplements to this Agreement shall be made in writing.
Except for assignment by Pledgee of its rights hereunder according to
Article 14.1 of this Agreement, the amendments or supplements to this
Agreement shall take effect only upon the proper execution by the Parties
to this Agreement.
14.10 This Agreement shall be binding on the legal successors of the Parties.
14.11 At the time of execution hereof, each of Pledgeors shall sign respectively
a Power of Attorney (as set out in Appendix I hereto, hereinafter, the
"POWER OF ATTORNEY") to authorize any person designated by the Pledgee to
sign on the Pledgee's behalf according to this Agreement any and all legal
documents necessary for the exercise of Pledgee's rights hereunder. Such
Power of Attorney shall be delivered to the Pledgee to keep in custody
and, when necessary, the Pledgee may at any time submit the Power of
Attorney to the relevant government authority.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK.]
12
[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.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Representative
SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Representative
GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Representative
APPENDIX I
POWER OF ATTORNEY (TEMPLATE)
We, [ ], hereby irrevocably entrust ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ [Identity Card
number: 310109730305521], as the authorized representative of us, to sign all
the necessary or useful legal documents for the exercise of the rights by
Shanghai Framedia Investment Consulting Co., Ltd. under the Equity Pledge
Agreement among Guangdong Shiji Shenghuo Advertisement Co., Ltd., other relevant
party and us dated _____, 2006.
Signature: _______________
Date: ____________________