EXHIBIT 10.6
Confidential Execution Copy
SHAREHOLDERS' VOTING RIGHTS
PROXY AGREEMENT
AMONG
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
AND
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
AND
THE LOCAL ADVERTISING COMPANIES LISTED IN APPENDIX I
March 28, 2005
SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT
This SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT (this "AGREEMENT") is entered
into 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. ("FOCUS MEDIA
ADVERTISEMENT")
REGISTERED ADDRESS: F Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE:▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(4) FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD. ("FOCUS MEDIA TECHNOLOGY")
REGISTERED ADDRESS: E Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE:▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(5) THE LOCAL ADVERTISEMENT COMPANIES LISTED IN APPENDIX I TO THE AGREEMENT
(EXCEPT FOCUS MEDIA ADVERTISEMENT).
(The above parties shall hereinafter be individually referred to as a "PARTY"
and collectively, "PARTIES". ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ shall
hereinafter be individually referred to as a "PERSONAL SHAREHOLDER" and
collectively, "PERSONAL SHAREHOLDERS", Personal Shareholders and Focus Media
Advertisement shall hereinafter be individually referred to as a "SHAREHOLDER"
and collectively, "SHAREHOLDERS".)
WHEREAS:
1. As of the date of the Agreement ▇▇▇▇▇ ▇▇▇ ▇▇ and Focus Media Advertisement
are the enrolled shareholders of the companies listed in Section I,
Appendix I to this Agreement, legally holding jointly all the equity
interest in the companies listed in Section I, Appendix I to this
Agreement;
2. As of the date of the Agreement, Focus Media Advertisement is the enrolled
shareholder of the companies listed in Section II, Appendix I to this
Agreement,
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legally holding the major equity interest in the companies listed in
Section II, Appendix I to this Agreement;
3. As of the date of the Agreement ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ are
enrolled shareholders of Focus Media Advertisement, legally holding
jointly all the equity interest in Focus Media Advertisement, of which
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ holds a portion of 85% and ▇▇▇▇▇ ▇▇▇ ▇▇ holds a
portion of 15%;
4. The Shareholders intend to severally entrust the individual designated by
Focus Media Technology with the exercises of their voting rights in Target
Company (as defined below) while Focus Media Technology is willing to
designate such an individual.
The Parties hereby have reached the following agreement upon friendly
consultations:
ARTICLE 1 VOTING RIGHTS ENTRUSTMENT
1.1 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 (other than Focus
Media Advertisement) in respect of Focus Media Advertisement.
1.2 The Shareholders hereby irrevocably undertake to respectively sign the
Entrustment Letter after execution of the Agreement to respectively
entrust the personnel designated by Focus Media Technology (Shanghai) Co.,
Ltd. then (collectively, "TRUSTEES") to exercise the following rights
enjoyed by them as shareholders of Target Company in accordance with the
then effective articles of association of Target Company (collectively,
the "ENTRUSTED RIGHTS"):
(1) Proposing to convene and attending shareholders' meetings of Target
Company as proxy of the Shareholders according to the articles of
association of Target Company;
(2) Exercising voting rights as proxy of the Shareholders, on issues
discussed and resolved by the shareholders' meeting of Target
Company, including but not limited to the appointment and election
for the directors, general manager and other senior management
personnel of Target Company.
The above authorization and entrustment is granted subject to the status
of trustees as PRC citizens and the approval by Focus Media Technology.
Upon and only upon written notice of dismissing and replacing Trustee(s)
given by Focus Media Technology to the Shareholders, the Shareholders
shall promptly entrust another PRC citizen then designated by Focus Media
Technology to exercise the
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above Entrusted Rights, and once new entrustment is made, the original
entrustment shall be replaced; the Shareholders shall not cancel the
authorization and entrustment of the Trustee(s) otherwise.
1.3 The Trustees shall perform the entrusted obligation within the scope of
entrustment in due care and prudence and in compliance with laws; the
Shareholders acknowledge and assume relevant liabilities for any legal
consequences of the Trustees' exercise of the foregoing Entrusted Rights.
1.4 The Shareholders hereby acknowledge that the Trustees are not required to
seek advice from the Shareholders prior to their respective exercise of
the foregoing Entrusted Rights. However, the Trustees shall inform the
Shareholders in a timely manner of any resolution or proposal on convening
interim shareholders' meeting after such resolution or proposal is made.
ARTICLE 2 RIGHT TO INFORMATION
2.1 For the purpose of exercising the Entrusted Rights under this Agreement,
the Trustees are entitled to know the information with regard to Target
Company's operation, business, clients, finance, staff, etc., and shall
have access to relevant materials of Target Company. Target Company shall
adequately cooperate with the Trustees in this regard.
ARTICLE 3 EXERCISE OF ENTRUSTED RIGHTS
3.1 The Shareholders will provide adequate assistance to the exercise of the
Entrusted Rights by the Trustees, including execution of the resolutions
of the shareholders' meeting of Target Company or other pertinent legal
documents made by the Trustee when necessary (e.g., when it is necessary
for examination and approval of or registration or filing with
governmental departments).
3.3 If at any time during the term of this Agreement, the entrustment or
exercise of the Entrusted Rights under this Agreement is unenforceable for
any reason except for default of any Shareholder or Target Company, the
Parties shall immediately seek a most similar substitute for the
unenforceable provision and, if necessary, enter into supplementary
agreement to amend or adjust the provisions herein, in order to ensure the
realization of the purpose of this Agreement.
ARTICLE 4 EXEMPTION AND COMPENSATION
4.1 The Parties acknowledge that Focus Media Technology shall not be requested
to be liable for or compensate (monetary or otherwise) other Parties or
any third party due to exercise of Entrusted Rights by the Trustees
designated by Focus Media Technology under this Agreement.
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4.2 Target Company and the Shareholders agree to compensate Focus Media
Technology for and hold it harmless against all losses incurred or likely
to be incurred by it due to exercise of the Entrusted Rights by the
Trustees designated by Focus Media Technology, including without
limitation any loss resulting from any litigation, demand arbitration or
claim initiated or raised by any third party against it or from
administrative investigation or penalty of governmental authorities.
However, the Shareholders and Target Company will not compensate for
losses incurred due to wilful misconduct or gross negligence of Focus
Media Technology.
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
5.1 Each of the Personal Shareholders hereby severally and jointly represents
and warrants that:
5.1.1 Each of the Personal Shareholders is a PRC citizen with full
capacity and with full and independent legal status and legal
capacity to execute, deliver and perform this Agreement, and
may act independently as a subject of actions.
5.1.2 Each of the Personal Shareholders has full right and
authorization to execute and deliver this Agreement and other
documents that are related to the transaction referred to
herein and to be executed by them. They have full right and
authorization with respect to consummate the transaction
referred to herein.
5.1.3 This Agreement shall be executed and delivered by the Personal
Shareholders lawfully and properly. This Agreement constitutes
the legal and binding obligations on them and is enforceable
on them in accordance with its terms and conditions hereof.
5.1.4 The Personal Shareholders are enrolled and legal shareholders
of Target Company as of the effective date of this Agreement,
and except the rights created by this Agreement, the Call
Option Agreement entered into by Focus Media Technology,
Target Companies and them on March 28, 2005 (the "CALL OPTION
AGREEMENT"), as well as the Equity Pledge Agreement entered
into by Focus Media Technology and Target Company and Focus
Media Digital Information Technology (Shanghai) Co.,
Ltd."FOCUS MEDIA DIGITAL" and them on March 28, 2005, (the
"EQUITY PLEDGE AGREEMENT"), there exists no third party right
on the Entrusted Rights. Pursuant to this Agreement, the
Trustees may fully and sufficiently exercise the Entrusted
Rights in accordance with the
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then effective articles of association of Target Company.
5.1.5 Considering the fact that according to Equity Pledge
Agreement, considering the fact that Personal Shareholders
will set aside all the equity interest held thereby in
relevant Target Company as security to secure the performance
by them of their obligations under the Call Option Agreement
and the Loan Agreement entered into between them respectively
and Focus Media Technology as of March 28, 2005 ("LOAN
AGREEMENT"), Personal Shareholders undertake to make full and
due performance of the obligations under Call Option Agreement
and Loan Agreement during the valid term of this Agreement,
and they will not be in conflict with any stipulation under
Call Option Agreement and Loan Agreement, which are likely to
have impact on the exercise of he Entrusted Rights the
Trustees under this Agreement.
5.1.6 Considering the facts that the Target Company entered into the
Technology License and Service Agreement (the "Technology
License and SERVICE AGREEMENT") and Business Cooperation
Agreement (the "COOPERATION AGREEMENT") on March 28, 2005 with
Focus Media Digital, the Trademark License Agreement (the
"TRADEMARK LICENSE AGREEMENT") with Focus Media Technology on
March 28, 2005, the Call Option Agreement with Focus Media
Technology and the Shareholders on March 28, 2005, and that
the Shareholders of Target Company will set aside all equity
interest held thereby in Target Company as security to secure
the performance of the contractual obligations under the above
three agreements by Target Company, the Personal Shareholders
undertake to, during the valid term of this Agreement, procure
the full and due performance of Target Company of any and all
its obligations under the Technology License and Service
Agreement, Cooperation Agreement, Trademark License Agreement
and the Call Option Agreement, and warrant that no adverse
impact on the exercise of the Entrusted Rights hereunder by
the Trustees will be incurred due to the breach of the
Technology License and Service Agreement, Cooperation
Agreement, Trademark License Agreement or Call Option
Agreement by Target Company.
5.2 Focus Media Technology (excluding the person designated by it) hereby
represents and warrants that:
5.2.1 it is a company with limited liability properly registered and
legally existing under PRC laws, with an independent corporate
legal person status, and with full and independent legal
status and legal
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capacity to execute, deliver and perform this Agreement and
may act independently as a subject of actions; and
5.2.2 it has the full corporate power and authority to execute and
deliver this Agreement and all the other documents to be
entered into by it in relation to the transaction contemplated
hereunder, and has the full power and authority to consummate
such transaction.
5.3 Target Company other than Focus Media Advertisement hereby in respect of
themselves respectively represents and warrants that:
5.3.1 it is a company with limited liability properly registered and
legally existing under PRC laws, with an independent legal
person status, and with full and independent legal status and
legal capacity to execute, deliver and perform this Agreement
and may act independently as a subject of actions; and
5.3.2 it has the full corporate power and authority to execute and
deliver this Agreement and all the other documents to be
entered into by it in relation to the transaction contemplated
hereunder, and has the full power and authority to consummate
such transaction.
5.3.3 the Shareholders are enrolled shareholders as of the effective
date of this Agreement, legally holding the equity interest in
it set out in Appendix I. Except rights created by this
Agreement, the Equity Pledge Agreement and the Call Option
Agreement, there exists no third party right on the Entrusted
Rights. Pursuant to this Agreement, the Trustees may fully and
sufficiently exercise the Entrusted Rights in accordance with
the then effective articles of association of Target Company.
5.3.4 Considering the fact that the Shareholders of Target Company
will set aside all the equity interest held thereby in Target
Company as security to secure the performance of the
contractual obligations by Target Company under the Technology
License and Service Agreement, Cooperation Agreement,
Trademark License Agreement and the Call Option Agreement,
Target Company undertakes to, during the valid term of this
Agreement, make full and due performance of any and all
obligations under the Technology License and Service
Agreement, Cooperation Agreement, Trademark License Agreement
and the Call Option Agreement, and warrant that no adverse
impact on the exercise of the Entrusted Rights hereunder by
the Trustees will be incurred due to the breach of the
Technology License and Service Agreement, Trademark
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License Agreement or the Call Option Agreement by Target
Company.
5.4 Focus Media Advertisement hereby in respect of itself represents and
warrants that:
5.4.1 it is a company with limited liability properly registered and
legally existing under PRC laws, with an independent legal
person status, and with full and independent legal status and
legal capacity to execute, deliver and perform this Agreement
and may act independently as a subject of actions; and
5.4.2 it has the full corporate power and authority to execute and
deliver this Agreement and all the other documents to be
entered into by it in relation to the transaction contemplated
hereunder, and has the full power and authority to consummate
such transaction.
5.4.3 As of the effective date of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇ are enrolled shareholders, legally
holding the equity interest in Focus Media Advertisement.
Except rights created by this Agreement, the Equity Pledge
Agreement and the Call Option Agreement, in respect of Focus
Media Advertisement, there exists no third party right on the
Entrusted Rights. Pursuant to this Agreement, the Trustees may
fully and sufficiently exercise the Entrusted Rights according
to the then effective articles of association of Focus Media
Advertisement.
5.4.4 As of the effective date of this Agreement and in respect of
Target Company in which it holds equity interest, it is
enrolled shareholder. Except rights created by this Agreement,
the Call Option Agreement and the Equity Pledge Agreement,
there exists no third party right on the Entrusted Rights.
Pursuant to this Agreement, the Trustees may fully and
sufficiently exercise the Entrusted Rights according to the
then effective articles of association of Target Company.
5.4.5 Considering the fact that according to the Equity Pledge
Agreement, it shall set aside all equity interest held thereby
in relevant Target Company as security to secure the
performance of its obligations under the Call Option
Agreement. Focus Media Advertisement undertakes to make full
and due performance of the Call Option Agreement during the
valid term of this Agreement and that it will not be in
conflict with any term under the Call Option Agreement, which
may have impact on the exercie of the Entrusted Rights by the
Trustees under this Agreement.
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5.4.6 Considering the fact that according to the Equity Pledge
Agreement, that Shareholders of Target Company will set aside
all the equity interest held thereby in Target Company as
security to secure the performance of the contractual
obligations by Target Company under the Technology License and
Service Agreement, Cooperation Agreement, Trademark License
Agreement and Call Option Agreement, Focus Media Advertisement
undertakes to, during the valid term of this Agreement,
procure the full and due performance of any and all
obligations under the Technology License and Service
Agreement, Cooperation Agreement, Trademark License Agreement
and Call Option Agreement by the Target Company in which it
holds equity interest, and warrants that no adverse impact on
the exercise of the Entrusted Rights hereunder by the Trustees
will be incurred due to breaching the Technology License and
Service Agreement, Cooperation Agreement, Trademark License
Agreement or Call Option Agreement by Target Company.
ARTICLE 6 TERM OF AGREEMENT
6.1 This Agreement takes effect from the date of due execution of all the
Parties hereto, with the valid term of twenty (20) years, unless
terminated in advance by written agreement of all the Parties or according
to Article 8.1 of this Agreement. This Agreement shall automatically renew
for another one (1) year when the term (whether original or extended, if
applicable) of this Agreement is due, unless Focus Media Technology gives
a ▇▇▇▇▇▇-day notice in writing to the other Parties of the canclation of
such renewal.
6.2 In case that a Shareholder transfers all of the equity interest held by it
in Target Company with prior consent of Focus Media Technology, such
Shareholder shall no longer be a Party to this Agreement whilst the
obligations and commitments of the other Sarties under this Agreement
shall not be adversely affected thereby.
ARTICLE 7 NOTICE
7.1 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.
7.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when (i) it is transmitted if transmitted by facsimile or
telex, or (ii) it is delivered if delivered in person, or (iii) when five
(5) days have elapsed after posting the same if posted by mail.
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ARTICLE 8 DEFAULT LIABILITY
8.1 The Parties agree and confirm that, if any of the Parties (the "DEFAULTING
PARTY") breaches substantially any of the provisions herein or fails
substantially to perform any of the obligations hereunder, such a breach
or failure shall constitute a default under this Agreement (a "DEFAULT").
In such event any of the other Parties without default (a "NON-DEFAULTING
PARTY") who incurs losses arising from such a Default 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 a Non-defaulting Party's notifying the
Defaulting Party in writing and requiring it to rectify the Default, then
the relevant Non-defaulting Party shall be entitled to choose at its
discretion to (1) terminate this Agreement and require the Defaulting
Party to indemnify all damages, or (2) require specific performance by the
Defaulting Party of this Agreement and indemnifation against all damages.
8.2 Without limiting the generality of Article 8.1 above, any breach by any
Shareholder of the Call Option Agreement or Equity Pledge Agreement shall
be deemed as having constituted the breach by such Shareholder of this
Agreement; any breach by Target Company of the Technology License and
Service Agreement, Cooperation Agreement, Trademark License Agreement or
Call Option Agreement shall be deemed as having constituted the breach by
Target Company of this Agreement; any breach by any Personal Shareholder
of the Loan Agreement shall be deemed as having constituted the breach by
such Personal Shareholder of this Agreement.
8.3 The Parties agree and confirm, the Shareholders or Target Company shall
not request the termination of this Agreement for whatsoever reason and
under whatsoever circumstance, except otherwise stipulated by laws or this
Agreement.
8.4 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 9 MISCELLANEOUS
9.1 This Agreement shall be prepared in Chinese language in twenty-one (21)
original copies, with each involved Party holding one (1) hereof.
9.2 The conclusion, validity, execution, amendment, interpretation and
termination of this Agreement shall be governed by laws of the PRC.
9.3 Any disputes arising from and in connection with this Agreement shall be
settled through consultations among the Parties involved, and if the
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Partiesinvolved fail to reach an agreement regarding such a dispute within
thirty (30) days of its occurrence, such dispute 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 the Parties involved.
9.4 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 a Party's exercise of any of its rights, powers and
remedies shall not preclude its exercise of other rights, powers and
remedies of it.
9.5 Any failure or delay by a Party in exercising any of its rights, powers
and remedies hereunder or in accordance with laws (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 or exercising the remaining part
of the Party's Rights.
9.6 The titles of the Articles contained herein are for reference only, and in
no circumstances shall such titles be used for or affect the
interpretation of the provisions hereof.
9.7 Each provision contained herein shall be severable and independent from
each of other provisions. 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
thereby.
9.8 Upon execution, this Agreement shall replace any other previous legal
documents entered into by relevant Parties on the same subject matter. The
agreements listed in Appendix II hereto terminate on the execution date of
this Agreement,.
9.9 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. Notwithstanding the preceding sentence, considering that the
rights and obligations of each Target Company and its Shareholders are
independent and severable from each other, in case that the amendment or
supplement to this Agreement is intended to have impact upon one of the
Target Companies and its Shareholders, such amendment or supplement
requires only the approval of Focus Media Technology, the Target Company
and its Shareholder while no consent is necessary from the other Target
Companies and their Shareholders (to the extent that the amendment or
supplement does not have impact upon such other Shareholders).
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9.10 In respect of the Shareholder and Target Company, they shall not assign
any of their rights and/or transfer any of their obligations hereunder to
any third parties without prior written consent from Focus Media
Technology; Focus Media Technology shall have the right to assign any of
its rights and/or transfer any of its obligations hereunder to any third
parties designated by it after giving notice to the Shareholders.
9.11 This Agreement shall be binding on the legal successors of the Parties.
9.12 The rights and obligations of Target Companies are severable and
independent, performance of this Agreement by any Shareholder and any
Target Company shall not affect the performance by the other Shareholders
and other Target Companies.
9.13 Notwithstanding any provision to the contrary in this Agreement, new
companies other than the Target Companies and their shareholder(s) can be
included as one party to this Agreement by signing the Acknowledgement
Letter in the form of Appendix (cent)o to this Agreement. The new
companies shall enjoy the same rights and assume the same obligations as
other Target Companies; the shareholder(s) of the new companies shall
enjoy the same rights and assume obligations as the other Shareholders
hereunder. Since the rights and obligations of the Target Company and its
Shareholder(s) 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 its
Shareholders, the participation of the new target companies only requires
confirmation of Focus Media Technology by signing. Each of the Target
Companies hereby irrevocably and unconditionally agrees to the
participation of the new companies and their shareholders, and further
confirms that the shareholder(s) of any new target company can entrust the
Trustees to exercise the voting rights according to the terms of this
Agreement not necessarily with consent of the original Target Companies or
their relevant Shareholder(s).
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(EXECUTION PAGE)
IN WITNESS HEREOF, the following Parties have caused this Shareholders' Voting
Rights Proxy Agreement to be executed as of the date 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
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company Chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
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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/ Du Kang
-----------
Name: Du Kang
Position: Authorized Representative
QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(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.
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(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
SHANGHAI QIANJIAN ADVERTISING CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
GUANGZHOU FUKE ADVERTISING CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
ZHUHAI FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
14
NANJING FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
HEBEI TIANMA WEIYE ADVERTISING CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XIAMEN FOCUS MEDIA ADVERTISING CO., LTD.
(Company chop)
Signature by : /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
XI'AN FOCUS MEDIA INFORMATION COMMUNICATION CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
15
APPENDIX I:
SECTION I----BASIC INFORMATION OF THE TARGET COMPANIES IN WHICH ▇▇▇▇▇ ▇▇▇ ▇▇
AND FOCUS MEDIA ADVERTISEMENT JOINTLY HOLD EQUITY INTEREST
COMPANY REGISTERED REGISTERED LEGAL EQUITY
NAME ADDRESS CAPITAL REPRESENTATIVE STRUCTURE
----------------------- --------------------------- ------------ ------------------- ------------------
Qingdao Focus ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇. ▇▇, ▇▇▇▇▇▇,▇▇▇ Junyan ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Agency Co., ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Focus Media
Ltd. Advertisement: 90%
Changsha Focus Media No. 692 Middle Furong RMB500,000 Kang Du ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Century Advertising Road, Changsha Focus Media
Co., Ltd. Advertisement: 90%
Dalian Focus Media ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,▇▇▇ Haobo ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Agency Co., Zhongshan District Dalian Focus Media
Ltd. Advertisement: 90%
Guangzhou Fuke ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ Youyage RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Co., Ltd. Tianyu Gardern No. 158 Focus Media
Middle Linhe Road, Advertisement: 90%
Guangzhou
Zhuhai Focus Media Room 801 Floor 8 Post RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Culture Communication Tower No. 1072 Xiangzhou Focus Media
Co., Ltd. Fenghuang Road, Zhuhai Advertisement: 90%
Shanghai Focus Media ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇ ▇▇▇▇,▇▇▇,▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Agency Co., Jiangsu Road Shanghai Focus Media
Ltd. Municipality Advertisement: 90%
Shanghai Qianjian ▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇ Huashan RMB2,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇: 10%
Advertising Co. Ltd. Road Gaoqiao Town Pudong Focus Media
New Area, Shanghai Advertisement: 90%
Municipality
16
SECTION II----BASIC INFORMATION OF OTHER TARGET COMPANIES IN WHICH FOCUS MEDIA
ADVERTISEMENT HOLDS EQUITY INTEREST
COMPANY REGISTERED REGISTERED LEGAL EQUITY
NAME ADDRESS CAPITAL REPRESENTATIVE STRUCTURE
---------------------- ------------------- ------------ ------------------- -------------------
Yunnan Focus ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇,▇▇▇,▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Hujun: 10.5%
Co., Ltd. Building SOHOB Focus Media
Yinhai Advertisement: 90%
International
Flat, Kunming
Nanjing Focus Media Room 2317 Keyuan RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇: 10.5%
Advertising Agency Hotel Nanjing Focus Media
Co., Ltd. High-tech Advertisement: 90%
Development Zone
Wuhan Geshi Focus Room 1602 Wuhan RMB2,000,00 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Junxun Zhang: 17.5%
Media Advertising Co., ▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇:
Ltd. Jiefang Avenue, 3.75%
Wuhan ▇▇▇▇▇▇▇▇ ▇▇▇▇:
3.75%
Focus Media
Advertisement: 75%
Sichuan Focus Media 1-1-6-603 No. 151 RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Song: 10%
Advertising Agency North Kehua Road Focus Media
Co., Ltd. Wuhou District Advertisement: 90%
Chengdu
Tianjin Focus Media Room 6-4-301 Xinda RMB500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇: 20%
Tongshen Advertisement Gardern Baiti Road Focus Media
Co., Ltd. Nankai District Advertisement: 80%
Tianjin
Chongqin Geyang Focus 25-3-4 Building A RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇: 14%
Media Culture ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇ ▇▇▇▇▇▇▇ Li: 13%
Communications Co., Qingnian Road ▇▇▇▇▇▇ ▇▇▇: 13%
Ltd. Yuzhong District Focus Media
Advertisement: 60%
17
Zhejiang Ruihong Focus ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,▇▇▇,▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇: 20%
Media Culture C Huanglongshiji Focus Media
Communications Co., Plaza No. 1 Hangda Advertisement: 80%
Ltd. Road, Hangzhou
Hebei Tianma Weiye Room 1708 Taihe RMB1,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Advertising Co., Ltd. Tower No. 19 Advertising: 10%
Shibeixiao Street, Focus Media
Shijiazhuang Advertisement: 90%
Xiamen Focus Media Room 13D Guomao RMB1,200,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Advertising Co., Ltd. Tower South ▇▇▇▇▇ Advertising: 10%
Road Focus Media
Advertisement: 90%
Xi'an Focus Media Roon 1810 No. 42 RMB1,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Focus Media
Culture Communication Gaoxin Road Gaoxin Advertisement: 90%
Co., Ltd. District, Xi'an ▇▇▇▇▇▇▇ ▇▇▇▇▇: 10%
18
APPENDIX II
LIST OF ORIGINAL SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENTS
DATE OF COMPANIES RELATING TO THE VOTING
PARTIES INVOLVED EXECUTION RIGHTS
----------------------------------- ---------------- ----------------------------------
1 (1) Focus Media Technology April 26, 2004 Shanghai Focus Media
(Shanghai) Co., Ltd. Advertisement Co., Ltd.
(2) Shanghai Focus Media
Advertisement Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Yuanzhe
Fu, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇
2 (1) Focus Media Technology November 3, 2004 Chongqing Geyang Focus Media
(Shanghai) Co., Ltd. Culture Communiacations Co., Ltd.
(2) Chongqing Geyang Focus Media
Culture Communiacations Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
3 (1) Focus Media Technology November 3, 2004 Zhejiang Ruihong Focus Media
(Shanghai) Co., Ltd. Culture Communications Co.,
(2) Zhejiang Ruihong Focus Media Ltd.
Culture Communications Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
4 (1) Focus Media Technology September 29, 2004 Dalian Focus Media Advertising
(Shanghai) Co., Ltd. Agency Co., Ltd.
(2) Dalian Focus Media Advertising
Agency Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇ ▇▇
5 (1) Focus Media Technology September 30, 2004 Qingdao Focus Media Advertising
(Shanghai) Co., Ltd. Agency Co., Ltd.
(2) Qingdao Focus Media Advertising
Agency Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇ ▇▇
6 (1) Focus Media Technology October 20, 2004 Changsha Focus Media Century
(Shanghai) Co., Ltd. Advertising Co., Ltd.
(2) Changsha Focus Media Century
Advertising Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇ ▇▇
19
7 (1) Focus Media Technology November 3, 2004 Shanghai Qianjian Advertising
(Shanghai) Co., Ltd. Co., Ltd.
(2) Shanghai Qianjian Advertising
Co., Ltd.
(3) ▇▇▇▇▇ ▇▇▇ ▇▇
20
APPENDIX III
ACKNOWLEDGEMENT LETTER
[-] (identity card number: ____________________)/[-] limited
liability company (registered address: ____________________)("PARTICIPATING
SHAREHOLDER") and [-] limited liability company (registered address:
____________________) ("PARTICIPATING TARGET COMPANY") hereby agree to
participate each as an independent contract party in the Shareholders' Voting
Rights Proxy Agreement dated March 28, 2005 among Focus Media Technology
(Shanghai) Co., Ltd. ("FOCUS MEDIA TECHNOLOGY") Shanghai Focus Media
Advertisement Co., Ltd., and other relevant parties ("PROXY AGREEMENT").
Participating Shareholder and Participated Target Company agree to entrust the
Trustees designated by Focus Media Technology to exercise the voting rights in
Participating Target Company in respect of [ ]% of the equity interest in the
registered capital of Participating Target Company held by the Participating
Shareholder as of the date of the Acknowledgement Letter, on behalf of
Participating Shareholder.
Once this Acknowledgement Letter is executed by the Participating
Shareholder and Participating Target Company, Participating Shareholder and
Participated Target Company shall be deemed to have made the same undertakings
and warranties with those of the Shareholders and Target Companies under the
Proxy Agreement, agreed to respectively perform the obligations of the
Shareholders and Target Companies stipulated in the Proxy Agreement, and
acknowledged the rights and obligations of the Parties under the Proxy
Agreement.
[End]
21
[EXECUTION PAGE]
[NAME OF PARTICIPATING SHAREHOLDERS]
[(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
[NAME OF PARTICIPATING TARGET COMPANY]
[(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
[(Company chop)
Signature by : _____________
Name:
Position: Authorized Representative]
22