EXHIBIT 10.56
CONFIDENTIAL EXECUTION VERSION
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CALL OPTION 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 ADVERISEMENT CO., LTD
DATED AS OF
MAY 22, 2006
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CALL OPTION AGREEMENT
This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Shanghai of the
People's Republic of China (the "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: F Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(Focus Media Advertisement and Focus Media Adverting Agency hereinafter shall be
individually referred to as a "SHAREHOLDER" and collectively, the
"SHAREHOLDERS". Shareholders, Framedia Investment and Shiji Shenghuo hereinafter
shall be individually referred to as a "PARTY" and collectively referred to as
the "PARTIES".)
WHEREAS:
(1) Shareholders are the enrolled shareholders of Shiji Shenghuo, legally
holding all the equity of the 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) The Shareholders intend to transfer to Framedia Investment, and Framedia
Investment is willing to accept, all their respective equity interest in
Shiji Shenghuo
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to the extent not violating PRC Law.
(3) In order to conduct the above equity transfer, the Shareholders agree to
jointly grant Framedia Investment an irrevocable call option for equity
transfer (hereinafter the "CALL OPTION"), under which and to the extent
permitted by PRC Law, the Shareholders shall on demand of Framedia
Investment transfer the Option Equity (as defined below) to Framedia
Investment and/or any other entity or individual designated by it in
accordance with the provisions contained herein.
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:
"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.
"OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the
equity interest held thereby in the Shiji Shenghuo Registered Capital (as
defined below);(in respect of Focus Media Advertisement, means the 90% equity it
holds in Shiji Shenghuo, in respect of Focus Media Advertising Agency, means the
10% equity it holds in Shiji Shenghuo.).
"SHIJI SHENGHUO REGISTERED CAPITAL" shall mean the registered capital of Shiji
Shenghuo as of the date of this Agreement, which shall include any expanded
registered capital as the result of any capital increase within the term of this
Agreement.
"TRANSFERRED EQUITY" shall mean the equity of Shiji Shenghuo which Framedia
Investment has the right to require the Shareholders to transfer to it or its
designated entity or individual when Framedia Investment exercises its Call
Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2
herein, the amount of which may be all or part of the Option Equity and the
details of which shall be determined by Framedia Investment at its sole
discretion in accordance with the then valid PRC Law and from its commercial
consideration.
"TRANSFER PRICE" shall mean all the consideration that Framedia Investment or
its designated entity or individual is required to pay to the Shareholders in
order to obtain the Transferred Equity upon each Exercise of Option. Upon each
Exercise of Option of Shiji Shenghuo by Framedia Investment, all the Transfer
Price that Framedia Investment or its designated entity or individual shall pay
to the Shareholders shall be
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calculated by multiplying the ratio of such Option Equity to the registered
capital of such Shiji Shenghuo with the total amount of the registered capital
of such Shiji Shenghuo. If there exists any regulatory provision with respect to
Transfer Price under the then PRC Law, Framedia Investment or its designated
entity or individual shall be entitled to determine the lowest price permitted
by PRC Law as the Transfer Price.
"BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations
etc. which Shiji Shenghuo is required to have for legally and validly operating
its advertisement designing, producing, agency, publishing and all such other
businesses, including but not limited to the Business License of the Corporate
Legal Person, the Tax Registration Certificate and such other relevant licenses
and permits as required by the then PRC Law.
"SHIJI SHENGHUO ASSETS" shall mean all the tangible and intangible assets which
Shiji Shenghuo owns or has the right to use during the term of this Agreement,
including but not limited to any immoveable and moveable assets, and such
intellectual property rights as trademarks, copyrights, patents, proprietary
know-how, domain names and software use rights.
"MATERIAL AGREEMENT" shall mean an agreement to which Shiji Shenghuo is a party
and which has a material impact on the businesses or assets of the Shiji
Shenghuo,
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 - GRANT OF CALL OPTION
The Parties agree to exclusively grant Framedia Investment hereby
irrevocably and without any additional conditions with a Call Option,
under which Framedia Investment shall have the right to require the
Shareholders to transfer the Option Equity to Framedia Investment or its
designated entity or individual in such method as set out herein and as
permitted by PRC Law. Framedia Investment also agrees to accept such Call
Option.
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ARTICLE 3 - METHOD OF EXERCISE OF OPTION
3.1 To the extent permitted by PRC Law, Framedia Investment shall have the
sole discretion to determine the specific time, method and times of its
Exercise of Option.
3.2 If the then PRC Law permits Framedia Investment and/or other entity or
individual designated by it to hold all the equity interest of Shiji
Shenghuo, then Framedia Investment shall have the right to elect to
exercise all of its Call Option at once, where Framedia Investment and/or
other entity or individual designated by it shall accept all the Option
Equity from the Shareholders at once; if the then PRC Law permits Framedia
Investment and/or other entity or individual designated by it to hold only
part of the equity in Shiji Shenghuo, Framedia Investment shall have the
right to determine the amount of the Transferred Equity within the extent
not exceeding the upper limit of shareholding ratio set out by the then
PRC Law (hereinafter the "SHAREHOLDING LIMIT"), where Framedia Investment
and/or other entity or individual designated by it shall accept such
amount of the Transferred Equity from the Shareholders. In the latter
case, Framedia Investment shall have the right to exercise its Call Option
at multiple times in line with the gradual deregulation of PRC Law on the
permitted Shareholding Limit, with a view to ultimately acquiring all the
Option Equity.
3.3 At each Exercise of Option by Framedia Investment, each of the
Shareholders shall transfer their respective equity in the Shiji Shenghuo
to Framedia Investment and/or other entity or individual designated by it
respectively in accordance with the amount required in the Exercise Notice
stipulated in Article 3.5. Framedia Investment and other entity or
individual designated by it shall pay the Transfer Price to each of the
Shareholders who has transferred the Transferred Equity for the
Transferred Equity accepted in each Exercise of Option. If permitted by
PRC Law, Framedia Investment shall have the right to set-off the Transfer
Price with it/its affiliates' credit rights (if any) against the
Shareholders.
3.4 In each Exercise of Option, Framedia Investment may accept the Transferred
Equity by itself or designate any third party to accept all or part of the
Transferred Equity.
3.5 On deciding each Exercise of Option, Framedia Investment shall issue to
the Shareholders a notice for exercising the Call Option (hereinafter the
"EXERCISE NOTICE", the form of which is set out as Appendix I hereto). The
Shareholders shall, upon receipt of the Exercise Notice, forthwith
transfer all the Transferred Equity in accordance with the Exercise Notice
to Framedia Investment and/or other entity or individual designated by
Framedia Investment in such method as described in Article 3.3 herein.
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3.6 The Shareholders hereby severally undertake and guarantee that once
Framedia Investment issues the Exercise Notice in respect to the specific
Transferred Equity of the Shiji Shenghuo held by it:
(1) it shall immediately hold or request to hold a shareholders' meeting
of the Shiji Shenghuo and adopt a resolution through the
shareholders' meeting, and take all other necessary actions to agree
to the transfer of all the Call Option to Framedia Investment and/or
other entity or individual designated by it at the Transfer Price
and waive the possible preemption;
(2) it shall immediately enter into an equity transfer agreement with
Framedia Investment and/or other entity or individual designated by
it for transfer of all the Transferred Equity to Framedia Investment
and/or other entity or individual designated by it at the Transfer
Price; and
(3) it shall provide Framedia Investment with necessary support
(including providing and executing all the relevant legal documents,
processing all the procedures for government approvals and
registrations and bearing all the relevant obligations) in
accordance with the requirements of Framedia Investment and of the
laws and regulations, in order that Framedia Investment and/or other
entity or individual designated by it may take all the Transferred
Equity free from any legal defect.
3.7 At the meantime of this Agreement, the Shareholders shall respectively
enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the
form of which is set out as Appendix II hereto), authorizing in writing
any person designated by Framedia Investment to, on behalf of such
Shareholder, to enter into any and all of the legal documents in
accordance with this Agreement so as to ensure that Framedia Investment
and/or other entity or individual designated by it take all the
Transferred Equity free from any legal defect. Such Power of Attorney
shall be delivered for custody by Framedia Investment and Framedia
Investment may, at any time if necessary, require the Shareholders to
enter into multiple copies of the Power of Attorney respectively and
deliver the same to the relevant government department.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
4.1 Each of the Shareholders hereby severally represents and warrants in
respect to it self and the Shiji Shenghuo as follows:
4.1.1 Each of Shareholders 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
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independently as a subject of actions.
4.1.2 This Agreement is executed and delivered by Shareholders legally and
properly. This Agreement constitutes the legal and binding
obligations on Shareholders and is enforceable on it in accordance
with its terms and conditions.
4.1.3 The Shareholders are the enrolled legal owner of the Option Equity
as of the effective date of this Agreement, and except the rights
created by this Agreement, the Shareholders' Voting Rights Proxy
Agreement entered into by Shareholders, Framedia Investment and
Shiji Shenghuo dated May 22, 2006 (the "PROXY AGREEMENT"), the
Equity Pledge Agreement entered into by Shareholders, Framedia
Investment and Shiji Shenghuo dated May 22, 2006 (the "EQUITY PLEDGE
AGREEMENT"), there is no lien, pledge, claim and other encumbrances
and third party rights on the Option Equity. In accordance with this
Agreement, Framedia Investment and/or other entity or individual
designated by it may, after the Exercise of Option, obtain the
proper title to the Transferred Equity free from any lien, pledge,
claim and other encumbrances and third party rights.
4.1.4 Shiji Shenghuo shall obtain complete Business Permits as necessary
for its operations upon this Agreement taking effect, and Shiji
Shenghuo shall have sufficient rights and qualifications to operate
within PRC the businesses of value-added telecommunication service
and other business relating to its current business structure. Shiji
Shenghuo has conducted its business legally since its establishment
and has not incurred any cases which violate or may violate the
regulations and requirements set forth by the departments of
commerce and industry, tax, culture, news, quality technology
supervision, labor and social security and other governmental
departments or any disputes in respect of breach of contract.
ARTICLE 5 - UNDERTAKINGS BY THE SHAREHOLDERS
5.1 The Shareholders hereby individually undertake within the term of this
Agreement that it must take all necessary measures to ensure that Shiji
Shenghuo is able to obtain all the Business Permits necessary for its
business in a timely manner and all the Business Permits remain in effect
at any time. Without the prior written consent by Framedia Investment, if
the business term of Shiji Shenghuo expires during the term of this
Agreement, Shareholders 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.
5.2 Unless otherwise stipulated by PRC Law applicable during the term of the
Agreement, the Shareholders hereby individually undertake within the term
of this Agreement that without the prior written consent by Framedia
Investment,
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5.2.1 no Shareholders shall transfer or otherwise dispose of any Option
Equity or create any encumbrance or other third party rights on any
Option Equity;
5.2.2 it shall not increase or decrease the Shiji Shenghuo Registered
Capital or cast affirmative vote regarding the aforesaid increase or
decrease in registered capital;
5.2.3 it shall not dispose of or cause the management of Shiji Shenghuo to
dispose of any of the Shiji Shenghuo Assets (except as occurs during
the arm's length operations);
5.2.4 it shall not terminate or cause the management of Shiji Shenghuo to
terminate any Material Agreements entered into by Shiji Shenghuo, or
enter into any other Material Agreements in conflict with the
existing Material Agreements;
5.2.5 it shall not individually or collectively cause each Shiji Shenghuo
to conduct any transactions that may substantively affect the asset,
liability, business operation, equity structure, equity of a third
party and other legal rights (except those occurring during the
arm's length operations or daily operation, or having been disclosed
to and approved by Framedia Investment in writing);
5.2.6 it shall not appoint or cancel or replace any executive directors or
members of board of directors (if any), supervisors or any other
management personnel of Shiji Shenghuo to be appointed or dismissed
by the Shareholders;
5.2.7 it shall not announce the distribution of or in practice release any
distributable profit, dividend or share profit or cast affirmative
votes regarding the aforesaid distribution or release;
5.2.8 it shall ensure that Shiji Shenghuo shall validly exist and prevent
it from being terminated, liquidated or dissolved;
5.2.9 it shall not amend the Articles of Association of Shiji Shenghuo or
cast affirmative votes regarding such amendment;
5.2.10 it shall ensure that Shiji Shenghuo shall not lend or borrow any
money, or provide guarantee or engage in security activities in any
other forms, or bear any substantial obligations other than on the
arm's length basis.
5.3 The Shareholders hereby individually undertake that it must make all its
efforts
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during the term of this Agreement to develop the business of Shiji
Shenghuo, and ensure that the operations of Shiji Shenghuo are legal and
in compliance with the regulations and that it shall not engage in any
actions or omissions which might harm the Shiji Shenghuo Assets or its
credit standing or affect the validity of the Business Permits of Shiji
Shenghuo.
5.4 Shiji Shenghuo undertakes that, before Framedia Investment exercises the
Option and acquire all equity of Shiji Shenghuo, Shiji Shenghuo shall not
do the following:
5.4.1 Sell, transfer, mortgage or dispose by other way any assets,
business, revenue or other legal rights of its own or any Shiji
Shenghuo, or permit creating any encumbrance or other third party's
interest on such assets, business, revenue or other legal rights
(except as occurs during the arm's length or operations or daily
operation, or as is disclosed to Framedia Investment and approved by
Framedia Investment in writing);
5.4.2 conduct any transactions that may substantively affect the asset,
liability, business operation, equity structure, equity of a third
party and other legal rights (except those occurring during the
arm's length operations or daily operation, or having been disclosed
to Framedia Investment and approved by Framedia Investment in
writing);
5.4.3 release any dividend or share profit to Shareholders in any form.
ARTICLE 6 - CONFIDENTIALITY
6.1 Notwithstanding the termination of this Agreement, the Shareholders shall
be obligated to keep in confidence the following information (hereinafter
collectively the "CONFIDENTIAL INFORMATION"):
(i) information on the execution, performance and the contents of this
Agreement;
(ii) the commercial secret, proprietary information and customer
information in relation to Framedia Investment known to or received
by it as the result of execution and performance of this Agreement;
and (iii) the commercial secrets, proprietary information and
customer information in relation to Shiji Shenghuo known to or
received by it as the shareholder of Shiji Shenghuo.
The Shareholders may use such Confidential Information only for the
purpose of performing its obligations under this Agreement. No
Shareholders shall disclose the above Confidential Information to any
third parties without the written consent from Framedia Investment, or
they shall bear the default liability and indemnify the losses.
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6.2 Upon termination of this Agreement, both Shareholders shall, upon demand
by Framedia Investment, return, destroy or otherwise dispose of all the
documents, materials or software containing the Confidential Information
and suspend using such Confidential Information.
6.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 7 - TERM OF AGREEMENT
7.1 Limited by the Article 7.2 and 7.3 of this Agreement, this Agreement shall
take effect as of the date of formal execution by the Parties with the
term of ten (10) years, unless the Parties terminate the Agreement with
the written agreement in advance, or the Parties terminate the Agreement
in accordance with section 9.1 of this Agreement. Upon the expiration of
this Agreement, the Agreement will be automatically renewed for one (1)
year, unless Framedia Investment gives the other Parties written notice of
its intention not renew at least thirty (30) days prior to expiration.
7.2 In respect of the Shareholder, when it transfer all of its Option Equity
for all the equity interest they held in Shiji Shenghuo to Framedia
Investment and/or other entity or individual designated by it in
accordance with this Agreement, the restriction under this Agreement for
such shareholder as the shareholder of the Shiji Shenghuo will be
terminated. After termination of this Agreement in respect to such
Shareholder according to this Article, this Agreement continues to be
fully valid in respect to other Shareholders.
7.3 During the term of this Agreement, should the business term of Shiji
Shenghuo terminate by any reason; this Agreement to Shiji Shenghuo and
Shareholders (to the extent that it acts as the shareholder of Shiji
Shenghuo) will be terminated.
ARTICLE 8 - NOTICE
8.1 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.
8.2 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.
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ARTICLE 9 - LIABILITY FOR BREACH OF CONTRACT
9.1 The Parties agree and confirm that, if any party (hereinafter the
"DEFAULTING PARTY") breaches substantially any of the provisions herein or
omits substantially to perform any of the obligations hereunder, or fails
substantially to perform any of the obligations under this Agreement, such
a breach or omission shall constitute a default under this Agreement
(hereinafter a "DEFAULT"), then non-defaulting Party shall have the right
to require the Defaulting Party to rectify such Default or take remedial
measures within a reasonable period. If the Defaulting Party fails to
rectify such Default or take remedial measures within such reasonable
period or within ten (10) days of non-defaulting Party's notifying the
Defaulting Party in writing and requiring it to rectify the Default, then
non-defaulting Party shall have the right at its own discretion to select
any of the following remedial measures:
(1) to terminate this Agreement and require the Defaulting Party to
indemnify it for all the damage; or
(2) specific performance of the obligations of the Defaulting Party
hereunder and require the Defaulting Party to indemnify it for all the
damage.
9.2 The Parties agree and confirm that in no circumstances shall the
Shareholders request the termination of this Agreement for any reason,
except otherwise stipulated by law or this Agreement.
9.3 Notwithstanding any other provisions herein, the validity of this Article
shall stand disregarding the suspension or termination of this Agreement.
ARTICLE 10 - MISCELLANEOUS
10.1 This Agreement shall be prepared in the Chinese language in four (4)
original copies, with each involved Party holding one (1) copy hereof.
10.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.
10.3 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties to the dispute, and if the Parties
to the dispute 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 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 to the dispute.
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10.4 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.
10.5 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.
10.6 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
interpretation of the provisions hereof.
10.7 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.
10.8 Upon execution, this Agreement shall substitute any other legal documents
previously executed by the Parties on the same subject.
10.9 Any amendments or supplements to this Agreement shall be made in writing
and shall take effect only when properly signed by the Parties to this
Agreement.
10.10 Without prior written consent by Framedia Investment, the Shareholders
shall not transfer to any third party any of its right and/or obligation
under this Agreement, Framedia Investment shall have the right to transfer
to any third party designated by it any of its right and/or obligation
under this Agreement after notice to the Shareholders.
10.11 This Agreement shall be binding on the legal successors of the Parties.
[EXECUTION PAGE]
IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement
to be executed as of the date and in the place first here above mentioned.
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SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.
(Chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
GUANGDONG SHIJI SHENGHUO ADVERTISEMENT CO., LTD.
(Chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
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APPENDIX I:
FORMAT OF THE OPTION EXERCISE NOTICE
To: [Name of the Shareholder(s)]
As our company and you/your company signed an Call Option Agreement as of
[date], 2006 (hereinafter the "OPTION AGREEMENT"), and reached an agreement that
you/your company shall transfer the equity you/your company hold in Guangdong
Shiji Shenghuo Advertisement Co., Ltd. (hereinafter the "SHIJI SHENGHUO") to our
company or any third parties designated by our company on demand of our company
to the extent as permitted by PRC Law and regulations,
Therefore, our company hereby gives this Notice to you/your as follows:
Our company hereby requires to exercise the Call Option under the Option
Agreement and [our company]/[name of company/individual] designated by our
company shall accept the equity you/your company hold accounting for ______% of
Shiji Shenghuo Registered Capital (hereinafter the "PROPOSED ACCEPTED EQUITY").
You/Your company is required to forthwith transfer all the Proposed Accepted
Equity to [our company]/[name of designated company/individual] upon receipt of
this Notice in accordance with the agreed terms in the Option Agreement.
Best regards,
SHANGHAI FRAMEDIA INVESTMENT CONSULTING CO., LTD.
(Company Chop)
Authorized Representative: ___________
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Date: ___________
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APPENDIX II:
FORM OF THE POWER OF ATTORNEY
The company,___________, hereby irrevocably entrust ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
[Identity Card number: 310109730305521 ], as the authorized representative of
the company, to sign the Equity Transfer Agreement between the company and_____.
regarding the Equity Transfer of Guangdong Shiji Shenghuo Advertisement Co.,
Ltd. and other relevant legal documents.
Signature: _______________
Date: ____________________
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