EXHIBIT 10.13
ACKNOWLEDGEMENT LETTER
THIS ACKNOWLEDGEMENT LETTER (this "LETTER") is entered into as of March 28, 2005
in the People's Republic of China ("CHINA" or "PRC") by and among the following
Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
liabilities incorporated under the laws of China, with its legal address
at F, Room 1003, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx
("ADCO");
(2) FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign invested
company incorporated under the laws of China, with its legal address at E,
Room 1003, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx ("FOCUS
MEDIA");
(3) FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a company
of limited liabilities incorporated under the laws of China, with its
legal address at Xxxx X00, Xxxxx 00, Xx.000, Xxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx ("TECHCO"); and
(4) LOCAL ADVERTISING SUBSIDIARIES listed in Appendix 1 hereof (the "ADCO
SUBSIDIARIES").
(In this Letter, AdCo, Focus Media and AdCo Subsidiaries may hereinafter be
individually or collectively referred to as the "TRANSFEROR(S)", while TechCo,
as the "TRANSFEREE"; the Transferor(s) and Transferee shall hereinafter be
referred to collectively as "PARTIES", and a "PARTY" individually.)
WHEREAS: The Transferee acquired the relevant equipment from the Transferors on
October 30, 2004.
NOW, THEREFORE, in order to specify the rights and obligations of the Parties in
respect of issue of the above equipment transfer, the Parties hereby acknowledge
as follows:
1. The Parties hereby acknowledge that the Transferors transferred to the
Transferee on October 30, 2004, and the Transferee acquired from the
Transferors on October 30, 2004 (the "CLOSING DATE"), the equipment listed
in Appendix 2 hereof (the "TRANSFERRED EQUIPMENT").
2. The Parties hereby acknowledge that, since the Closing Date, the ownership
and related risks of the Transferred Equipment have all been transferred
together to the Transferee, and the Transferee has since then acquired the
sound, legal and immaculate ownership to the Transferred Equipment.
3. According to the Evaluation Report (document Hu Xin Ping Bao Zi [2004] No.
0046) issued by Shanghai Xin Da Asset Evaluation Co., Ltd. dated November
25, 2004, as of the date October 31, 2004, the book value of the
Transferred Equipment (including fixed assets and inventory) is Renminbi
fifty-seven million four hundred thousand eight hundred and ten point five
seven (RMB57,400,810.57), and its evaluated value is Renminbi seventeen
million eight hundred ninety one thousand five hundred and seventy two
point zero four (RMB17,891,572.04). On the basis of the above
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evaluation result, the Parties agree and acknowledge that the transfer
price payable by the Transferee to the Transferors for the transfer of the
Transferred Equipment shall be Renminbi seventeen million eight hundred
ninety one thousand five hundred and seventy two point zero four
(RMB17,891,572.04) (the "TRANSFER PRICE") in total.
4. The Transferors hereby acknowledge that they have already reviewed and
understood the whole text of this Letter in all aspects, have been given
the opportunity to seek professional legal opinion thereto, and have
accepted the Transfer Price out of their own accord as the reasonable,
full and appropriate consideration for the acquisition by the Transferee
of the Transferred Equipment.
5. The Transferors hereby acknowledge that the Transferee has already
performed its payment obligation in respect of the Transfer Price; in
respect of the Transferred Equipment, the Transferee has no obligation
whatsoever to further pay any amount to the Transferors for its
entitlement to the sound, legal and immaculate ownership to the
Transferred Equipment.
6. The Parties hereby acknowledge that they have already duly performed their
respective obligations in respect of the transfer of the Transferred
Equipment, and there is no default in existence.
7. This Acknowledge Letter is executed in eleven (11) original copies, with
each Party holding one (1) copy hereof.
IN WITNESS HEREOF, this Acknowledgement Letter is executed by the Parties below
at the date and the place set forth first above.
[the remainder of this page is left blank]
Acknowledgment Letter
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EXECUTION PAGE
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SICHUAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
ZHEJIANG RUIHONG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
CHONGQING GEYANG FOCUS MEDIA CULTURE COMMUNICATIONS CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
CHANGSHA FOCUS MEDIA CENTURY ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Du Kang
--------------------------------------------------
Name: Du Kang
Position: Authorized Representative
QINGDAO FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxx
Position: Authorized Representative
Acknowledgment Letter
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DALIAN FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (Corporate Seal)
Signed by: /s/ Xxx Xxxxx
--------------------------------------------------
Name: Xxx Xxxxx
Position: Authorized Representative
YUNNAN FOCUS MEDIA CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
WUHAN GESHI FOCUS MEDIA ADVERTISING CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
TRANSFEREE:
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (Corporate Seal)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Acknowledgment Letter
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APPENDIX 1 - ADCO SUBSIDIARIES
COMPANY NAME ADDRESS
-------------------------------------------------------------- ------------------------------------------------------
Sichuan Focus Media Advertising Agency Co., Ltd. 1-1-6-603, Xx. 000 Xxxxx Xxxx (X), Xxxxx Xxxxxxxx, Xxxxxxx
Xxxxxxxx Ruihong Focus Media Culture Communications Co., Ltd. Xxxx 000, Xxxxxxxx X, Xxxxxxx Xxxxxxx Xxxxx, Xx. 00 Hangda Road
Chongqing Geyang Focus Media Culture Communications Co., Ltd. Xxxx 00-0, Xxxxxxxx X, Xxxxxx Xxxxxx, Xx. 0 Qingnian Road,
Yuzhong District, Chongqing
Changsha Focus Media Century Advertising Co., Ltd. New Century City, Xx. 000 Xxxxxx Xxxx (X), Xxxxxxxx
Xxxxxxx Focus Media Advertising Agency Co., Ltd. Xxxx 0, Xxxxx 00, Xxxxxxxx 0, Xx. 00 Xxxxxxx Road, Shinan District,
Qingdao
Dalian Focus Media Advertising Agency Co., Ltd. Xxxx 0000, Xxxxxx Xxxxxxxx, Xx. 00 Shanghai Road, Zhongshan
District, Dalian
Yunnan Focus Media Co., Ltd. Floor 17, Dade Building, Jinbi Road, Kunming
Wuhan Geshi Focus Media Advertising Co., Ltd. Xxxx 0000, Xxxxxxxx XX, Xxxxxxxxx Xxxxxxxx, Xxxxx Plaza, No. 688
Jiafang Avenue, Wuhan
Acknowledgment Letter
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APPENDIX 2 - DETAILS OF THE TRANSFERRED EQUIPMENT
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