EXHIBIT 4.61
This is an English translation of the original agreement.
EQUITY TRANSFER AGREEMENT
Transferor: Hunan Television & Broadcast Intermediary Co., Ltd. ("TV & Broadcast
Intermediary")
Transferee: Beijing Century Media Culture Co., Ltd. ("Century Media")
WHEREAS:
1. Beijing Perspective Orient Movie & Intermediary Co., Ltd. ("Beijing
Perspective Orient") is a limited liability company organized under Chinese laws
with a registered capital of RMB 117,000,000, whose address is Rooms 2020-2025,
▇▇▇▇ ▇▇▇▇▇, ▇▇.▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Haidian District, Beijing.
2. TV & Broadcast Intermediary is a limited liability company organized under
Chinese laws and a shareholder of Beijing Perspective Orient. As of the
execution date of this Agreement, TV & Broadcast Intermediary holds 49% equity
of Beijing Perspective Orient.
3. Century Media is a limited liability company organized under Chinese laws and
a shareholder of Beijing Perspective Orient. Century Media holds 51% equity of
Beijing Perspective Orient.
On the basis of equality and through negotiations, both parties hereby agree
below with respect to the Equity Transfer (as defined below) of Beijing
Perspective Orient, on the terms and subject to the conditions contained herein.
1. TV & Broadcast Intermediary agrees to transfer its 49% equity in Beijing
Perspective Orient to Century Media, and Century Media agrees to accept the
aforesaid 49% equity in Beijing Perspective Orient transferred by TV & Broadcast
Intermediary, on and subject to the terms and conditions of this Agreement
(hereinafter referred to as "Equity Transfer"). Upon completion of the Equity
Transfer, Century Media will hold 100% equity of Beijing Perspective Orient.
2. Both parties confirm that the Equity Transfer and relevant transfer terms and
conditions have been approved by their respective boards of directors.
3. Subject to the mutual agreement of both parties, it is determined that the
total transfer price of the equity to be transferred is RMB 16,000,000 (in
words: RMB sixteen million) (hereinafter referred to as "Equity Transfer
Price").
4. After TV & Broadcast Intermediary completes the Equity Transfer pursuant to
the provisions of this Agreement and industrial and commercial change
registration procedures are completed regarding the new articles of association
of Beijing Perspective Orient reflecting the Equity Transfer (hereinafter
referred to as "New Articles of Association"), Century Media shall pay the
aforesaid Equity Transfer Price
at one time or by installments to the bank account in the mainland China
designated by TV & Broadcast Intermediary within the term agreed upon by both
parties.
5. If otherwise stipulated by the Transferor and the Transferee with respect to
the Equity Transfer, such stipulations shall prevail.
6. This Agreement is executed in four counterparts with each having the same
legal binding effect, one counterpart for each of company registration
authority, both shareholders and company.
7. This Agreement shall enter into force after it is signed by the Transferor
and the Transferee and affixed with their respective company seals.
Transferor: Hunan TV & Broadcast Intermediary Co., Ltd. (Stamped with company
seal)
Address:
Transferee: Beijing Century Media Culture Co., Ltd. (Stamped with company seal)
Address:
October 31, 2007