Dates June 20, 2008
Exhibit
4.22
[Translation
of Chinese Original]
Dates
June 20, 2008
Party A:
Beijing Super TV Co., Ltd.
Registered
Address: Xxxx 000, Xxxxx, Xxxxxxxx X, 0-0, Xxxx-Xxxx Hi-Tech Mansion, Shangdi
East Road, Haidian District, Beijing
Party B:
Beijing Novel-Super Digital TV Technology Co., Ltd.
Registered
Address: Xxxx 000, Xxxxxxxx X, Xxxx-Xxxx Xx-Xxxx Xxxxxxx, 5-2 Shangdi East Road,
Haidian District, Beijing
Party C:
Novel-Tongfang Information Engineering Co., Ltd.
Address:
1st
Floor, Building A, Incubation Center, Shishan Software Scientific and
Technological Park, Nanhai, Foshan, Guangdong
Party D:
Xxx Xxx
Domicile
Address: Xxxx 000, Xxxx 0, Xxxxxxxx X0, 11, Fucheng Road, Haidian District,
Beijing
Party E:
Xxxxxxx Xx
Domicile
Address: 2-8-804, Quarters of Chinese Academy of Social Sciences, Guanghui
Nanli, Chaoyang District, Beijing
Whereas,
|
1.
|
Party
A, Party B, Party C, and Xx Xxxx (identification card number:
110105690427082) have entered the Business Operating Agreement (Attachment
1) on September 1, 2005;
|
|
2.
|
Party
A, Party B, Party C, Party D, and Xx Xxxx (identification card number:
110105690427082) have entered the Supplemental Agreement to the Business
Operating Agreement (Attachment 2) on August 18,
2007;
|
|
3.
|
Party
A changed the enterprise name to “Beijing Shibo Digital TV Technology Co.,
Ltd.” on April 3, 2007;
|
1
|
4.
|
Party
B changed the enterprise name to “Beijing Novel-Super Digital TV
Technology Co., Ltd.” on November 30,
2007;
|
|
5.
|
Party
D intends to transfer his shares in Party B to Party E under the Equity
Transfer Agreement (Attachment 3);
and
|
|
6.
|
Party
D intends to transfer all rights and obligations under the Business
Operating Agreement (Attachment 1) and the Supplemental Agreement to
Business Operating Agreement (Attachment 2) to Party
E;
|
NOW
THEREFORE, the parties through friendly consultation agreed as
below:
|
I.
|
Party
D agrees to transfer his rights and obligations under the Business
Operating Agreement (Attachment 1) and the Supplemental Agreement to
Business Operating Agreement (Attachment 2) to Party E, and Party E also
agrees to accept the same.
|
|
II.
|
Party
A, Party B, and Party C understand and agree Party D to transfer his
rights and obligations under the Business Operating Agreement (Attachment
1) and the Supplemental Agreement to the Business Operating Agreement
(Attachment 2) to Party E; Party E will be a party to the Business
Operating Agreement after this Agreement becomes effective; Party A, Party
B, and Party C shall not require Party D to continue his right and
obligations under the Business Operating Agreement, and Party D shall not
claim for the continuation of the rights and obligations under the
Business Operating Agreement (Attachment 1) and the Supplemental Agreement
to the Business Operating Agreement (Attachment
2).
|
|
III.
|
This
Agreement shall be effective upon the even date of the Equity Transfer
Agreement (Attachment 3).
|
(Attached
is the signature page.)
2
(No text
in this page. This is the signature page of Beijing Super TV Co., Ltd., Beijing
Novel-Super Digital TV Technology Co., Ltd., Novel-Tongfang Information
Engineering Co., Ltd. Xxx Xxx, and Xxxxxxx Xx for the execution of the No.2
Supplemental Agreement to the Business Operating Agreement. )
Beijing
Super TV Co., Ltd.
(Seal)
Legal
representative (or duly authorized representative): /s/ Xxxxxxx
Xxx
Beijing
Novel-Super Digital TV Technology Co., Ltd.
(Seal)
Legal
representative (or duly authorized representative): /s/ Xxxxxxx
Xxx
Novel-Tongfang
Information Engineering Co., Ltd.
(Seal)
Legal
representative (or duly authorized representative): /s/ Wangzhi
Chen
Xxx
Xxx
Signature: /s/ Xxx
Xxx
Xxxxxxx
Xx
Signature: /s/ Xxxxxxx
Xx
3
Attachment
1: Business Operating Agreement (omitted)
Attachment
2: Supplemental Agreement to the Business Operating Agreement
(omitted)
Attachment
3: Equity Transfer Agreement (omitted)
4
[Translation
of Chinese Original]
Party A:
Beijing Super TV Co., Ltd.
Registered
Address: Room 406, B-4/f, Jingmeng High-tech Mansion, Xx. 0-0, Xxxxxxx Xxxx
Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Party B:
Beijing Novel-Super Digital TV Technology Co., Ltd.
Registered
Address: Room 402, Tower B, Jingmeng High-tech Mansion, Xx. 0-0, Xxxxxxx Xxxx
Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Party C:
Novel-Tongfang Information Engineering Co., Ltd.
Address:
F1, Seat A, Shishan Software Technology Park, Nanhai District, Foshan,
Guangdong
Party D:
Xxxxxxx Xx
Address:
Dormitory No. 2-8-804, Chinese Academy of Social Sciences, Guanghui Nanli,
Chaoyang District, Beijing
Party E:
Xxx Xxxxx
Address:
Xx. 000, Xxxx 0, Xxxxxxxx Xx. 00, Xxxxx Beili, Haidian District,
Beijing
Party F:
Xxxxxxx Xxxx
Address:
Xx. 0000, Xxxxx 00, Xxxxxxx Xxxxxxx, Haidian District, Beijing
Whereas:
|
1.
|
Party
A, Party B, Party C and Xx Xxxx (ID card number: 110105690427082) signed
the “Business Operating Agreement” (Attachment 1) on September 1,
2005;
|
|
2.
|
Party
A, Party B, Party C, Xx Xxxx (ID card number: 110105690427082) and Xxx Xxx
(ID card number: 110108197910135427) signed the “Supplemental Agreement to
the Business Operating Agreement” (Attachment 2) on August 18,
2007;
|
|
3.
|
Party
A changed its name into “Beijing Super TV Co., Ltd.” on April 3,
2007;
|
1
|
4.
|
Party
B changed its name into “Beijing Novel-Super Digital TV Technology Co.,
Ltd.” on November 30, 2007;
|
|
5.
|
Party
A, Party B, Party C, Party D and Xxx Xxx (ID card number:
110108197910135427) signed the “No.2 Supplemental Agreement to the
Business Operating Agreement” (Attachment 3) on June 18,
2008;
|
|
6.
|
Party
C intends to transfer its held equities to Party E and Party F
respectively in accordance with the “Equity Transfer Agreement"
(Attachment 4) signed with Party E and Party
F;
|
|
7.
|
Party
C intends to transfer all of its rights and obligations under the
“Business Operating Agreement” (Attachment 1), the “Supplemental Agreement
to the Business Operating Agreement” (Attachment 2) and the “No.2
Supplemental Agreement to the Business Operating Agreement” (Attachment 3)
to Party E and Party F;
|
Now,
therefore, the Parties hereby reach the following agreement through amicable
negotiations:
|
I.
|
Party
C agrees to transfer all of its rights and obligations under the “Business
Operating Agreement” (Attachment 1), the “Supplemental Agreement to the
Business Operating Agreement” (Attachment 2) and the “No. 2 Supplemental
Agreement to the Business Operating Agreement” (Attachment 3) to Party E
and Party F, and Party E and Party F agree to accept all the rights and
obligations of Party C under the “Business Operating Agreement”
(Attachment 1), the “Supplemental Agreement to the Business Operating
Agreement” (Attachment 2) and the “No. 2 Supplemental Agreement to
Business Operating Agreement” (Attachment
3).
|
|
II.
|
Party
A, Party B and Party D acknowledge and agree that Party C may transfer all
of its rights and obligations under the “Business Operating Agreement”
(Attachment 1), the “Supplemental Agreement to the Business Operating
Agreement” (Attachment 2) and the “No. 2 Supplemental Agreement to the
Business Operating Agreement” (Attachment 3) to Party E and Party F, and
that Party E and Party F shall be parties to the “Business Operating
Agreement” from the effective date of this Agreement; Party A, Party B and
Party D will not require Party C to continue to assume rights and
obligations under the “Business Operating Agreement” (Attachment 1), the
“Supplemental Agreement to the Business Operating Agreement” (Attachment
2) and the “No.2 Supplemental Agreement to the Business Operating
Agreement” (Attachment 3), and Party C shall not claim to continue to
enjoy rights or perform obligations under the “Business Operating
Agreement” (Attachment 1), the “Supplemental Agreement to the Business
Operating Agreement” (Attachment 2) and the “No. 2 Supplemental Agreement
to the Business Operating Agreement” (Attachment
3).
|
|
III.
|
This
Agreement shall take effect on the effective date of the “Equity Transfer
Agreement” (Attachment 4).
|
(The
pages for signatures are attached below.)
2
(This
page is intentionally left for signatures of Beijing Super TV Co., Ltd., Beijing
Novel-Super Digital TV Technology Co., Ltd., Novel-Tongfang Information
Engineering Co., Ltd., Xxxxxxx Xx, Xxx Xxxxx and Xxxxxxx Xxxx to execute the
“No. 3 Supplemental Agreement to the Business Operating
Agreement”.)
Beijing
Super TV Co., Ltd.
(Seal)
Legal
representative (or authorized representative): /s/ Xxxxxxx
Xxx
Date: November 24, 2008
Beijing
Novel-Super Digital TV Technology Co., Ltd.
(Seal)
Legal
representative (or authorized representative): /s/ Xxxxxxx Xxx
Date: November 24,
2008
Novel-Tongfang
Information Engineering Co., Ltd.
(Seal)
Legal
representative (or authorized representative): /s/ Wangzhi
Chen
Date: November 24,
2008
Xxxxxxx
Xx
Signature: /s/ Xxxxxxx
Xx
Date: November 24,
2008
Xxx
Xxxxx
Signature: /s/ Xxx
Xxxxx
Date: November 24,
2008
Xxxxxxx
Xxxx
Signature: /s/ Xxxxxxx
Xxxx
Date: November 24,
2008
3
Attachment
1: Business Operating Agreement (omitted)
Attachment
2: Supplemental Agreement to the Business Operating Agreement
(omitted)
Attachment
3: No. 2 Supplemental Agreement to the Business Operating Agreement
(omitted)
Attachment
4: Equity Transfer Agreement (omitted)
4
