CHINA TIME SHARE MEDIA CO. LTD AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of [DATE] , 2008Deposit Agreement • September 9th, 2008 • China Time Share Media Co. LTD • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2008 (the “Deposit Agreement”) among CHINA TIME SHARE MEDIA CO. LTD and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
China Time Share Media Co. Ltd INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2008 • China Time Share Media Co. LTD • New York
This Indemnification Agreement (the “Agreement”) is made as of [ ], 2008 by and between China Time Share Media Co. Ltd, a Cayman Islands Company (the “Company”), and the undersigned, a director and/or an officer of the Company (the “Indemnitee”), as applicable.
Equity Transfer AgreementEquity Transfer Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Equity Transfer Agreement (hereinafter “this Agreement”) is made by and between the following parties in Chengdu, China, dated May 18, 2007.
Chengdu Time Share Technology Information Co., Ltd. Jilun He and Da’en He Loan and Equity Pledge Agreement November 10, 2006Loan and Equity Pledge Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Loan and Equity Pledge Agreement (hereinafter “Agreement”) is entered into among the following parties in Beijing on November 10, 2006:
XI’AN TIME SHARE TECHNOLOGY & INFORMATION CO., LTD. as Lender and HE JI LUN as Borrower XI’AN LOAN AGREEMENTLoan Agreement • September 9th, 2008 • China Time Share Media Co. LTD
CHINA TIME SHARE MEDIA CO. LTD NOTE AGENCY AGREEMENTNote Agency Agreement • September 9th, 2008 • China Time Share Media Co. LTD • Luxembourg
HE JI LUN as Lender and SICHUAN TIME SHARE ADVERTISING & COMMUNICATION CO., LTD. as Borrower SICHUAN SHAREHOLDER LOAN AGREEMENTSichuan Shareholder Loan Agreement • September 9th, 2008 • China Time Share Media Co. LTD
Sichuan Time Share Advertising & Communication Co., Ltd. Shenzhen Chinese Media Operation Management Co., Ltd. Renxing Xiao Guotao Zhou Shenzhen Shengang Chanyueyan Venture Investment Co., Ltd. And Shenzhen Dongfang Fuhai Investment Management Co.,...Share Subscription Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Share Subscription Agreement (hereinafter “Agreement” ) is entered into among the following parties on July 11, 2007 in Beijing:
EQUITY PLEDGE AGREEMENT between Xi’an Time Share Technology Information Co., Ltd. (Pledgee) and Sichuan Time Share Advertising & Communication Co., Ltd. (Pledgor)Equity Pledge Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Equity Pledge Agreement (hereinafter “Agreement”) is entered into on December 19, 2007 in Beijing, China, between the following parties:
Chengdu Time Share Technology Information Co., Ltd. and Sichuan Time Share Advertising & Communication Co., Ltd. Exclusive Technology Consulting and Service Agreement November 10, 2006Exclusive Technology Consulting and Service Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Exclusive Technology Consulting and Service Agreement (hereinafter “Agreement”) is entered into between the following parties in Beijing on November 10, 2006:
Shenzhen Chinese Media Operation Management Co., Ltd. Equity Purchase Agreement By Sichuan Time Share Advertising & Communication Co., Ltd. And Jilun He November 26, 2007Equity Purchase Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Equity Purchase Agreement (hereinafter “Agreement”) is entered into among the following parties on November 26, 2007 in Beijing:
RIGHTS ASSIGNMENT AGREEMENT among He Jilun and Sichuan Time Share Advertising & Communication Co., Ltd. and Xi’an Time Share Technology Information Co., Ltd.Rights Assignment Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Rights Assignment Agreement (hereinafter “Agreement”) has been entered into on December 19 th, 2007 in Beijing, China, between the following parties:
Chengdu Time Share Technology Information Co., Ltd. and Chengdu Dayu Weiye Advertising Co., Ltd. Exclusive Technology Consulting and Service Agreement December 25, 2007Exclusive Technology Consulting and Service Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Exclusive Technology Consulting and Service Agreement (hereinafter “Agreement”) is entered into between the following parties in Beijing on December 25, 2007:
Employment ContractEmployment Contract • September 9th, 2008 • China Time Share Media Co. LTD
TIME SHARE MEDIA CO., LTD SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • September 9th, 2008 • China Time Share Media Co. LTD • New York
For the purpose of this Agreement, the Company, the PRC WFOE, the PRC Co. and all other direct or indirect subsidiaries of the foregoing may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company.”
TIME SHARE MEDIA CO., LTD. RIGHTS AGREEMENTRights Agreement • September 9th, 2008 • China Time Share Media Co. LTD • New York
For the purpose of this Agreement, the Company, the PRC WFOE, the PRC Co., and all other direct or indirect subsidiaries of the foregoing may hereinafter be referred to collectively as “Group Companies” and each individually as a “Group Company”; the People’s Republic of China, excluding Hong Kong, Macau and Taiwan shall be referred to as “PRC;” and the term “Closing” shall have the meaning given to it in the Subscription Agreement (defined below).
Sichuan Time Share Advertising & Communication Co., Ltd. Wuhan Huawei Advertising Co., Ltd. Huashan Chen And Hanyu Song Assets Transfer Agreement August 22, 2007Assets Transfer Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Assets Transfer Agreement (hereinafter “Agreement”) is entered into among the following parties on August 21, 2007 in Beijing:
EQUITY PLEDGE AGREEMENT between Xi’an Time Share Technology Information Co., Ltd. and He Jilun and Chengdu Time Share Technology Information Co., Ltd. and He Da’enEquity Pledge Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Equity Pledge Agreement (hereinafter “the Agreement”) is signed in Beijing, China, on December 19, 2007 among the following parties:
Chengdu Time Share Technology Information Co., Ltd. Sichuan Time Share Advertising & Communication Co., Ltd. Jilun He and Da’en He Cooperative Operations Agreement November 10, 2006Cooperative Operations Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Cooperative Operations Agreement (thereinafter “Agreement”) is entered into between the following parties in Beijing on November 10, 2006:
Advertising Sites Leasing ContractAdvertising Sites Leasing Contract • September 9th, 2008 • China Time Share Media Co. LTD
This Advertising Sites Leasing Contract (hereinafter referred as the “Contract”) was entered into by the following parties in Beijing on 18 January 2008:
CHINA TIME SHARE MEDIA CO., LTD. RIGHTS AGREEMENTRights Agreement • September 9th, 2008 • China Time Share Media Co. LTD • New York
(each of parties (17) and (18) a “Carlyle Investor” and together, the “Carlyle Investors”, together with the New Investor, the “Investors”).
Chengdu Time Share Technology Information Co., Ltd. and Chengdu Dayu Weiye Advertising Co., Ltd. Domain Name and Trademark License Agreement December 25, 2007Domain Name and Trademark License Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Domain Name and Trademark License Agreement (hereinafter “Agreement”) is entered into between the following parties in Beijing on December 25, 2007:
Chengdu Time Share Technology Information Co., Ltd. Jilun He and Da’en He Call Option Agreement November 10, 2006Call Option Agreement • September 9th, 2008 • China Time Share Media Co. LTD
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 9th, 2008 • China Time Share Media Co. LTD
INSIGHTING HOLDINGS LIMITED as “Chargor” CHINA TIME SHARE MEDIA CO. LTD. as the “Issuer” THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as the “Security Trustee” THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as the “Note Trustee” AND...First Priority Share Mortgage • September 9th, 2008 • China Time Share Media Co. LTD
Sichuan Time Share Advertising & Communication Co., Ltd. Chengdu Zhengyang Advertising Co., Ltd. And Min Yang, Fengying Wu, Zhixun Dai Employees and Business Transfer Agreement May 8, 2007Employees and Business Transfer Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Employees and Business Transfer Agreement (hereinafter “Agreement” ) is entered into among the following parties on May 8, 2007:
Chengdu Time Share Technology Information Co., Ltd. and Sichuan Time Share Advertising & Communication Co., Ltd. Domain Name and Trademark License Agreement November 10, 2006Domain Name and Trademark License Agreement • September 9th, 2008 • China Time Share Media Co. LTD
This Domain Name and Trademark License Agreement (hereinafter “Agreement”) is entered into between the following parties in Beijing on November 10, 2006:
NON-COMPETITION UNDERTAKINGNon-Competition Undertaking • September 9th, 2008 • China Time Share Media Co. LTD
