CALL OPTION AGREEMENT BETWEEN JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“JIA LUO”) AND SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”)

Exhibit 4.49

English Translation

CALL OPTION AGREEMENT

BETWEEN

XXX XXX BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“XXX XXX”)

AND

SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”)

TABLE OF CONTENTS


1.		Definitions and Interpretations
2.		Granting the Call Option
3.		Exercising the Call Option
4.		Share Transfer Price and Payment
5.		Representations and Warranties
6.		Special Undertakings
7.		Confidentiality
8.		Liability for Breach
9.		Effectiveness, Term and Termination
10.		Taxes and Expenses
11.		Notification
12.		Transfer
13.		Governing Law and Jurisdiction
14.		General Provisions
Exhibit 1
Schedule 2

CALL OPTION AGREEMENT

This agreement (the “Agreement”) was executed on the 25^thday of December, 2008 between the following parties:

	(1)		XXX XXX BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“XXX XXX”), a company with limited liability registered under the laws of the People’s Republic of China, whose registered office is located at Xxxxx 000, 000 Xxxxxx Xxxx, Xxx Xxxxxx District, Shanghai, whose legal representative is Xxxxxx Xxxxx Xxxxxxxx (British passport no. 000000000); and

	(2)		SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”), a company with limited liability registered under the laws of the People’s Republic of China, whose office is located at 000 Xxxxxx Xxxx 0, Xxxxxxxx, whose legal representative is XXX Xxxx-Bin.

(Xxx Xxx and the Group are hereafter referred to individually or respectively as a “party” and collectively as “parties”.)

Whereas:

	(1)		The Group is the sole registered shareholder of SCM (to be defined below), holding 100% of the shares of SCM (“SCM shares”); as of the day of the execution of the Agreement, the Group’s contribution to SCM’s registered capital and its holding of SCM’s shares are listed in Appendix 1 attached hereto;

	(2)		With its extensive experience in TV program and advertisement operation and production, as well as its highly desirable connections, Xxx Xxx will undertake a broad range of business co-operations with SCM; the Group deems Xxx Xxx an acceptable business partner in terms of qualifications, business reputation, operations, financial status and management know-how;

	(3)		Once all the conditions provided in Section 2.2 of the Agreement are satisfied, the Group shall agree to transfer the SCM shares it holds to Xxx Xxx in accordance with the provisions of the Agreement;

	(4)		To implement the above-mentioned transfer of the SCM shares, the Group hereby agrees to unconditionally grant to Xxx Xxx an irrevocable and exclusive call option (“call option”), whereby, upon the satisfaction of all the conditions provided in Section 2.2 of the Agreement, the Group shall transfer all or a portion of the SCM shares it holds to Xxx Xxx and/or its designee in accordance with the provisions of the Agreement;

On the basis of voluntariness, equality and mutual benefit, the parties hereby enter into the following agreements:


1		Definitions and Interpretations

1.1

Unless otherwise defined in the Agreement, the following terms shall, when used in the Agreement, have the meaning set forth therein:


The “Agreement”		The Agreement together with all schedules and appendices as well as any modifications or transfers (if any) thereof in accordance with relevant legislations;

“SCM”		Shanghai Camera Media Investment Co., Ltd., a valid and subsisting company with limited liability and registered under the laws of Shanghai, whose corporation registration number is 74729380-9 and whose registered office is situated at Suite 3B10, 000 Xxxxxxxx Xxx-Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx;

“Registered capital of SCM”		On the day of execution of the Agreement, SCM’s registered capital in the amount of RMB60,000,000 plus any increase in registered capital as a result of any additional contribution of capital while the Agreement is in effect;

“SCM shares”		When Xxx Xxx exercises its call option(“exercise of option”), as provided in the Agreement, the specific number of SCM shares that the Group shall transfer to Xxx Xxx or its designee, ranging from a portion to all of the SCM shares; the specific number of shares shall be at the discretion of Xxx Xxx in compliance with the relevant China law then in effect, the provisions of the Agreement and the dictates of its business considerations;

“Share transfer price”		Upon exercise of the call option, all the considerations that Xxx Xxx or its designee shall yield to the Group in exchange for the number of SCM shares, the particulars of which are provided in Section 4 (Considerations for call option);

“Business permits”		All the permits, authorizations, approvals, filings and registrations required for SCM to legally and effectively engage in the production of television programs and advertising design, production, delivery and agency as well as all other business operations carried on by Xxx Xxx at the time when Xxx Xxx exercises the call option, including but not limited to: “corporate legal person business license”, “registration with taxation authorities”, “business license for


		the production of radio and television broadcasting programs”, “business license for advertising” and all other relevant permits or licenses required under the China law then in effect;

“SCM assets”		All the tangible and intangible assets of which SCM has beneficial ownership or are entitled to access to, including but not limited to: any real property, movable property, good will and intellectual properties such as trade marks, copyrights, patents, proprietary technologies, domains, software user licenses;

“Material contracts”		All the contracts that SCM is a party thereto and that have a material effect on the business or assets of SCM, including but not limited to “the Agreement on consulting services” that SCM entered into with Xxx Xxx, “the Agreement on consulting services” that SCM entered into with Yuan Zhi, “the Agreement on strategic cooperations” that SCM entered into on December 18, 2003 with Inner Mongolia TV Station, and all other contracts that are directly related to the business activities conducted by SCM in the area of radio and television programming and/or advertising and that have a material effect on the operations of SCM;

“Business day”		a day on which Chinese banks normally open for business and provide banking services to corporate clients;

“China”		People’s Republic of China, solely for the purpose of the Agreement, excluding Hong Kong, Macau and Taiwan;

“Hong Kong”		Hong Kong Special Administrative Region

“Renminbi or RMB”		The legal currency of China

“American dollar or USD”		The legal currency of United States of America

“China law”		China’s Constitution, legislations, administrative regulations, local statues, ministerial regulations of the State Council, regulations of local governments and other legally binding regulatory documents (including interpretations and guidelines provided by entities that are authorized to issue such interpretations and guidelines, such as judicial interpretations) then in effect;

“%”		Percent

1.2		All section references refer to the sections of the Agreement; sub-section references refer to the sub-sections of the section whose reference occurs in the immediate context (unless the context requires otherwise).

1.3		In the Agreement, unless expressly defined otherwise, reference to words importing a gender or neutral words include every gender and references to “person”, “third party”, “third person” include natural person, societies corporate or non-corporate (other organizations), including government agencies.

1.4		In the Agreement, unless expressly defined otherwise, any reference to “day” is to “calendar day”, that is, not excluding any statutory holidays and two-day weekends, a year counts 365 days according to the solar calendar (leap years count 366 days).

1.5		Unless expressly defined otherwise, “action” includes action and/or inaction.

1.6		Headings are for convenience only and shall not affect the interpretation of the Agreement.

1.7		References to any statute or statutory provision shall include any statute or statutory provision which amends or replaces it and shall include any normative stipulations made for that statute or statutory provision.

2.		Granting the Call Option

2.1		The Group hereby agrees, irrevocably and without any additional requirement, to grant Xxx Xxx an exclusive call option whereby, while the Agreement is in effect and upon the fulfillment of all the conditions stipulated in Section 2.2, Xxx Xxx or its designee shall be entitled to purchase, at its sole discretion, in the manner and at the price prescribed in the Agreement, through a single or multiple transactions, the SCM shares held by the Group; Xxx Xxx also agrees to accept the call option in accordance with the terms and conditions of the Agreement.

2.2		The parties acknowledge: upon the fulfillment of the following conditions, while the Agreement is in effect, Xxx Xxx or its designee shall be entitled but not obligated to exercise, at any time (the timing is entirely at the discretion of Xxx Xxx), the call option with the Group:

	(a)		Xxx Xxx and/or its designee decides to purchase from the Group all or a portion of the SCM shares and, in accordance with Section 11 of the Agreement, issues to the Group an exercise notice (“exercise notice”), substantially in the form as provided in Appendix 2;

	(b)		The China law does not prohibit Xxx Xxx and/or its designee from purchasing all or a portion of the SCM shares as described in the exercise notice;

3.		Exercising the Call Option

3.1		In the event Xxx Xxx chooses to exercise the call option as prescribed in Section 2 and the China law then in effect permits Xxx Xxx and/or its designee to be the transferee of all the SCM shares, Xxx Xxx may, at its sole discretion, exercise the call option once or in multiple times whereby Xxx Xxx and/or its designee shall be the transferee of all the SCM shares from the Group; in the event the China law then in effect permits Xxx Xxx and/or its designee to be the transferee of only a portion of the SCM shares, Xxx Xxx shall, at its sole discretion, exercise the call option once or in multiple times whereby Xxx Xxx and/or its designee shall be the transferee of SCM shares up to the upper limit of shareholding permitted under the China law then in effect(“upper limit of shareholding”); in the latter scenario, Xxx Xxx has the right to continue the exercise of the call option to the extent and as far as the China law gradually lifts the upper limit of shareholding until eventually all the SCM shares have been obtained.

3.2		When exercising the call option as prescribed in Section 3.1, Xxx Xxx may, at its sole discretion, choose the number of SCM shares that the exercise of the call option shall require of the Group to transfer to Xxx Xxx and/or its designee; the Group shall transfer to Xxx Xxx and/or its designee the number of SCM shares as specified by Xxx Xxx. In return, for the SCM shares transferred upon each exercise of the call option, Xxx Xxx and/or its designee shall pay to the Group the price of share transfer as stipulated in Section 4.1 of the Agreement.

3.3		Upon each exercise of the call option, Xxx Xxx may decide to be the transferee of the SCM shares or it may designate a third party to be the transferee of the SCM shares.

3.4		Each time it decides to exercise the call option, Xxx Xxx shall issue an exercise notice to the Group; upon receiving the exercise notice and in compliance with the requirements of the China law and the provisions of the Agreement, the Group shall immediately transfer to Xxx Xxx and/or its designee, all at once and as soon as practically possible, the number of SCM shares specified in the exercise notice.

3.5		Upon Xxx Xxx issuing an exercise notice, the Group hereby undertakes to:

	(1)		Take all authorized corporate measures to ensure that the Group approves the transfer to Xxx Xxx the SCM shares specified in the exercise notice and, to the extent permitted under the law, obtain all other permits and approvals (if necessary) as may be required by the China law then in effect;

	(2)		Ensure that the top decision-making body within SCM passes resolutions and take any other necessary actions to approve the transfer by the Group to Xxx Xxx and/or its designee of the SCM shares specified in the exercise notice;

	(3)		At the request of Xxx Xxx and in compliance with the China law, provide to Xxx Xxx the necessary support and cooperation including but not limited to conducting the asset appraisals with regard to the transfer (if then required), effecting all such procedures as public announcements, government approvals, registrations and filings, executing all such relevant legal documents as the share transfer agreement with Xxx Xxx

and/or its designee, in order that the SCM shares specified in the exercise notice are legally and validly transferred to Xxx Xxx and/or its designee.

3.6		The Group hereby commits itself to this undertaking: to implement the transactions contemplated in the Agreement, any other legal documents that the Group will sign pursuant to the Agreement (including but not limited to the share transfer agreement stipulated in Section 3.5) shall not contradict the provisions of the Agreement or that impose any other restrictions other than those already provided in the Agreement.

4.		Share Transfer Price and Payment

4.1		In accordance with the Agreement, to purchase the SCM shares held by the Group, Xxx Xxx shall pay the share transfer price as defined below (contingent on the situation that applies):

	(a)		In the event that the China law does not require an asset appraisal of the SCM shares and/or SCM assets,

			Total share transfer price = RMB 15,500,000;

			If Xxx Xxx decides to purchase only a portion of the SCM shares, then the share transfer price for purchasing the SCM shares each time shall be determined using the following formula:

			Price for each share transfer = equivalent of RMB 15,500,000 x (proposed number of SCM shares to be purchased ÷ the total number of SCM shares)

	(b)		In the event that the China’s law requires an asset appraisal of the SCM shares and/or SCM assets and that the appraised value is no more than RMB 15,500,000,

			Total share transfer price = RMB 15,500,000;

			If Xxx Xxx decides to purchase only a portion of the SCM shares, then the share transfer price for purchasing the SCM shares each time shall be determined using the following formula:

			Price for each share transfer = equivalent of RMB 15,500,000 x (proposed number of SCM shares to be purchased ÷ the total number of SCM shares)

	(c)		In the event that the China’s law requires an asset appraisal of the SCM shares and/or SCM assets and that the appraised value is more than RMB 15,500,000,

			Total share transfer price = Total appraised value of SCM assets

			If Xxx Xxx decides to purchase only a portion of the SCM shares, then the share transfer price for purchasing the SCM shares each time shall be determined using the following formula:

			Price for each share transfer = Appraised value of related SCM assets that corresponds to the proposed number of SCM shares to be purchased

4.2		Xxx Xxx may decide, at its sole discretion, to deliver to the Group the share transfer price in cash in the amount of the share transfer price and/or having a third party release the Group from an indebtedness or security owed to this said third party and that is equal in value to the share transfer price.

5.		Representations and Warranties

5.1		The Group hereby provides the following representations and warranties to Xxx Xxx: up to the date of effectiveness of the Agreement,

(a)		The Group is a duly established company limited liability registered and subsisting under the laws of the People’s Republic of China with full capacities for civil rights and civil acts, full legal rights and capacity to enter into and execute the Agreement as well as all other documents to be executed in connection with the transactions contemplated in the Agreement, full legal rights and capacity to undertake the legal obligations and responsibilities as set forth in the Agreement, and full capacity to enter legal proceedings as an independent subject.

(b)		The Group has legally and duly executed and delivered the Agreement, which constitutes a legal, valid and binding agreement of the Group, enforceable in accordance with the terms hereof.

(c)		The capital contribution corresponding to the SCM shares has been fully, timely and legally paid to SCM; the Group has fully paid all the taxes and fees that should be paid as a result of obtaining the SCM shares.

(d)		The Group is the only person that has the ultimate legal title to the SCM shares free and clear of any trusts, custodies, liens, pledges, claims or other guarantees and third party encumbrances, except for the Agreement. As set forth in the Agreement, upon exercise of the call option, Xxx Xxx and/or its designee shall have valid and complete title to the SCM shares free and clear of any trusts, custodies, liens, pledges, claims or other guarantees and third party encumbrances.

(e)		The execution and performance of the Agreement by the Group do not violate or contravene any applicable China law, listing rules, industry norms, any contracts that they are parties to and that are legally binding on their assets, any court orders, any judgments of arbitration tribunals or any decisions by administrative authorities.

(f)		To the best knowledge of the Group, the SCM shares are not a subject of any pending or threatened suit, legal proceeding or claim by any court or arbitration tribunal, or of any administrative proceeding, measure or claim by any government agency; there is no suit, arbitration, judicial action, administrative measures or other situations that have a material adverse effect on the financial status of the Group or on their capacity to undertake the obligations hereunder such that the Group will be unable to maintain their legal holding of the SCM shares.

(g)		SCM is a valid and subsisting company with limited liability and is registered under the laws of the People’s Republic of China with full independent status and capacity as a legal entity, capable of entering legal proceedings as an independent subject.

(h)		To the best knowledge of the Group, SCM or its assets are not involved in any pending or threatened suit, legal proceeding or claim by any court or arbitration tribunal, or of any administrative proceeding, measure or claim by any government agency, except for those suits, legal proceedings or claims that would not have a material adverse effect on the financial status of SCM.

(i)		From its establishment up to the effectiveness of the Agreement, SCM has conducted its business in full compliance with the law, without any violation or potential violation of the regulations and requirements enforceable by government agencies such as business and commerce administration, taxation, radio and TV broadcasting, advertising, quality and technical oversight, labor and social security, and without any contract breach or dispute, except as those that would not have a material adverse effect on the financial status of SCM.

(j)		SCM is in possession of all the licenses, permits or authorizations required for its operations. SCM has full rights and qualifications to engage, within China, in the production of radio and television programs, advertising design, production, and agency as well as all other activities within the scope of its current business operation.

5.2		The Group hereby assures Xxx Xxx that the above representations and warranties are all true, complete and accurate without any omissions, misleading information or errors.

6.		Special undertakings

6.1		In order to maintain and increase the value of SCM shares, to the extent within its control, the Group hereby assures Xxx Xxx of the following undertakings:

	(a)		While the Agreement is in effect, adopt all necessary measures to ensure that SCM obtains and renews in a timely fashion all required business licenses, permits and authorizations and that all such business licenses, permits and authorizations remain valid.

	(b)		While the Agreement is in effect, without obtaining in advance the written consent of Xxx Xxx:

	(i)		The Group shall not dispose in any manner of all or a portion of the SCM shares or to involve any of the SCM shares in any trust, custody, pledge or third party encumbrance;

	(ii)		The Group shall not increase or decrease the registered capital of SCM;

	(iii)		The Group shall not dispose of or to cause SCM management to dispose of any material assets of SCM;

	(iv)		The Group shall not terminate or cause SCM management to terminate any material contract to which SCM is a party (the range of such material contracts shall be determined then by Xxx Xxx on a reasonable basis), or to enter into any contracts that are in conflict with any existing material contracts, or to consummate any transactions of which the considerations, in a single transaction or accumulated over a period of three consecutive months, exceeds 5% of the net asset value then of SCM;

	(v)		The Group shall not cause SCM to declare or actually distribute any profit, bonus, dividend or interest that are available for distribution;

	(vi)		The Group shall not amend the articles of association of SCM; and

	(vii)		Ensure that SCM does not provide or obtain any loans, or provide any guarantee or undertake any pledges, or assume any liabilities outside of its normal course of business.

	(c)		Ensure that SCM remains valid and subsists without being terminated, merged, split-up, liquidated or dissolved.

	(d)		While the Agreement is in effect, exert its utmost to develop the business of SCM and ensure its legal and normal operation without acting in any

			way that would be detrimental to SCM’s assets, good will or the validity of its business license.

	(e)		Subsequent to sufficient consultation with Xxx Xxx and proceeding in line with the opinions acceptable to Xxx Xxx, pass and adopt internal resolutions of SCM (include but not limited to election and appointment of SCM directors, if necessary).

6.2

In order to maintain and increase the value of SCM shares to the extent within its control, Xxx Xxx hereby assures the Group of the following undertakings:

	(a)		While the Agreement is in effect, adopt all necessary measures to ensure that SCM obtains and renews in a timely fashion all required business licenses, permits and authorizations and that all such business licenses, permits and authorizations remain valid.

	(b)		To ensure that SCM remains valid and subsists without being terminated, merged, divided, liquidated or dissolved.

	(c)		While the Agreement is in effect, exert its utmost to develop the business of SCM and ensure its legal and normal operation without acting in any way that would be detrimental to SCM’s assets, good will or the validity of its business license.

	(d)		Never require the Group to engage in any activities that contravene the provisions of Section 6.1.

6.3		Xxx Xxx acknowledges that, notwithstanding the provisions of Section 6.1, the Group shall not be held liable to Xxx Xxx if the violation by the Group of the undertakings set forth in Section 6.1 is attributable to Xxx Xxx or its affiliates.

7.		Confidentiality

7.1		Each Party shall keep the Agreement and its terms confidential and shall not disclose to any other party the content herein or make any press release or public disclosure in any form regarding the transactions contemplated herein; the foregoing shall not prohibit any disclosure: (i) required by law or regulations governing the exchange of securities; (ii) of any information that has entered the public domain not as a result of a breach of contract by the party making the disclosure; (iii) to shareholders of one party, attorneys, accountants, investment consultants or other agents of the Parties assisting the Parties in connection with the transactions contemplated herein; or (iv) for which a written consent by the other party has been obtained in advance.

7.2		Notwithstanding other provisions herein, the validity of this section shall survive the cessation or termination of the Agreement.

8.		Liability for Breach

8.1		Other than the breach of contract by the Group in the event of default on the covenants, presentations, warranties or undertakings as set forth in the Agreement, the Group shall also be deemed in violation of the Agreement if the following occurs:

(a)		The acceleration clause is invoked when the Group defaults on any external loans, pledges, compensations, undertakings or other liabilities, or otherwise finds itself unable to honor its obligations when due; or the Group is unable to settle material liabilities that arise from tort, profits acquired improperly and without a lawful basis, or acts as manager or provider of services in order to protect another person’s interests when not legally or contractually obligated, such that Xxx Xxx has reason to believe that it constitutes a material adverse effect or a threat thereof on the capacity of the Group to fulfill their obligations under the Agreement;

(b)		A material adverse change has occurred in the assets of the Group such that Xxx Xxx has reason to believe that it constitutes a material adverse effect or a threat thereof on the capacity of the Group to fulfill their obligations under the Agreement;

(c)		Bankruptcy, dissolution, split-up, reorganization, liquidation, suspension of business license for the Group have been imposed from outside or initiated from within, or a material threat thereof;

(d)		Bankruptcy, dissolution, split-up, reorganization, liquidation, suspension of business license for SCM have been imposed from outside or initiated from within, or a material threat thereof, except for when it is directly attributable to Xxx Xxx or its affiliates; or

(e)		Any of the permits, authorizations, filings and registrations required for SCM to conduct its normal range of business (including but not limited to its business license for the production of radio and television broadcasting programs, business license for advertising) has been cancelled or suspended or there is a material restriction to or weakening of the legal capacity for SCM to conduct its normal range of business, except for when it is attributable to Xxx Xxx or its affiliates.

8.2		Should any party (“the breaching party”) fails to fulfill its obligations under the Agreement, on the condition that the other party’s (“non-defaulting party”) other rights under the Agreement are not affected, the breaching party shall assume the responsibilities for breach of contract in accordance with the provisions of the Agreement and applicable laws, including but not limited to actual performance, providing remedies and compensating the non-defaulting party for damages.

8.3		The termination or dissolution of the Agreement does not absolve any party from the liabilities that were assumed under the Agreement prior to or at the time of the termination or dissolution, nor does it affect the rights of any party to seek compensation from the other party for breach of contract prior thereto.

9.		Effectiveness, Term and Termination

9.1		Upon execution, the Agreement shall come into force.

9.2		Unless otherwise provided herein, the Agreement shall automatically terminate upon the transfer of all SCM shares to Xxx Xxx and/or its designee in accordance with the provisions of the Agreement (the transfer being deemed consummated when all procedures required under the China law are completed).

10.		Taxes and expenses

10.1		The parties hereto shall each bear their respective expenses and costs in connection with the consultation, drafting and finalization of the Agreement as well as all the transactions contemplated herein or any related legal, financial, business or other affairs.

10.2		Any tax required or imposed under the China law and any duties due to the government that arise as a result of or in connection with the Agreement shall be borne by the taxpayers as defined by applicable China law.

11.		Notification

11.1		Any notice required under the Agreement shall be in writing and in the Chinese language; any notice to the other party by any party hereto, if delivered by courier, EMS or pre-paid registered mail, shall be delivered to the following address (or the addressee notifies the addresser in writing five days in advance of an alternative address); if transmitted by facsimile, shall be transmitted to the following facsimile numbers of the addressee:

		If intended for Xxx Xxx

		XXX XXX BUSINESS CONSULTING (SHANGHAI) CO., LTD.

	Address:		3905-09 Gang Xxx Xxxxx, 0 Xxxx Xxxx Xxxx, Xxxxxxxx

	Postal Code:		200030

	Facsimile Number:		86 21 6448 4956

	Attention:		Xxxxxx Xxxxx

		If intended for the Group

		SHANGHAI WAIGAOQIAO (GROUP) CO., LTD.

	Address:		000 Xxxxxx Xxxx 0, Xxxxxxxx

	Postal Code:		200131

	Facsimile Number:		58680088

11.2		To avoid any confusion, for delivery by courier, the notice shall be deemed delivered when it reaches the above address; for delivery by facsimile, the notice shall be deemed delivered when the facsimile signal recognizing reception is received but the original notice should be sent by post or courier after the successful transmittal of the facsimile; for delivery by EMS or pre-paid registered mail, the notice shall be deemed delivered 48 hours after it is dispatched (if sent out of the country, the notice shall be deemed delivered 10 days after it is dispatched). For proof of delivery, it suffices to show that the notice in question was appropriately addressed, dispatched or posted (as the case may be).

12.		Transfer

12.1		The Group hereby acknowledges: Xxx Xxx has the right to transfer, at its sole discretion, all or part of its rights and/or obligations under the Agreement without having to obtain the written consent of the Group, provided that Xxx Xxx informs the Group of the transfer in question within a reasonable time frame after the completion of the transfer.

12.2		Without the written consent in advance from Xxx Xxx, the Group shall not transfer its rights and/or obligations under the Agreement.

13.		Governing Law and Jurisdiction

13.1		The Agreement shall be construed in accordance with and governed by the laws of the People’s Republic of China.

13.2		The parties hereto hereby irrevocably acknowledge: any disputes, claims or controversies among the parties arising out of or in connection with the Agreement shall be resolved through friendly consultation as a first resort; in the event the dispute resolution through consultation proves unsuccessful, the parties shall then refer the dispute to the Shanghai Commission, China International Economic and Trade Arbitration Commission and submit themselves to the arbitration rules of the said Commission in effect at the time of application for arbitration; the judgment of the arbitration tribunal is final and binding on the parties hereto and may be executed in any judicial court or administrative agency with appropriate competence.

14.		General Provisions

14.1		Xxx Xxx and the Group agree to further complete, execute, deliver and perform what is reasonably requested by any party and to ensure that related persons act likewise with regard to additional measures such as taking actions, executing documents or delivering documents, in order that the transactions contemplated in the Agreement may be consummated smoothly.

14.2		Time is of a critical factor of the Agreement.

14.3		No content herein shall be deemed to constitute, for any purpose, a partnership between the parties, nor shall any party be deemed, for any purpose, an agent of any other party; no party has been empowered with nor shall any party exercise any rights or authorization to create for any other party, for any purpose, any obligations or liabilities (including acting on behalf of or in the name of any other party to make presentations, pledges or warranties).

14.4		Without the written consent and execution in advance by the parties referencing the particulars of the Agreement, any modification, amendment and revision regarding the provisions herein or the parties’ rights and obligations hereof (including but not limited to any modification, amendment and revision that may be recommended based upon the review or opinion of Chinese government agencies) shall be null and void.

14.5		The Agreement constitutes the only and entire agreement of the Parties hereto regarding the subject matter hereof, and supersedes any form of offer, undertaking, covenant, arrangement, presentation, intention, expression or understanding pertaining to the transactions contemplated herein prior to the execution of the agreement.

14.6		Any party’s waiver, suspension or incapacity of exercising certain rights does not reduce, remove or restrict the party’s rights granted hereby and the right to xxx the other party in a court of law; any party’s abstention from exercising its rights regarding another party’s breach of contract shall not be construed as never seeking recourse against the breaching party; a single or partial exercise of any rights hereunder or seeking recourse does not restrict or affect the party to further exercise the said right or seeking recourse or exercising any other rights.

14.7		The rights, interests and/or claims granted or included herein may be accumulative and superimposed, any party exercising the rights, interests and/or claims granted or included herein is not excluded from possessing, exercising and claiming any rights, remedy and/or damage granted under applicable law.

14.8		If at any time, any provision herein is declared by any court of law, arbitration tribunal or authority with judicial competence to be null, illegal, unenforceable or non-executable in any way, to the extent permissible under applicable law, the said provision shall be deemed deleted from the Agreement whilst the other

		provisions herein remain valid, legal and enforceable or executable without being affected in any manner and shall continue to be valid and enforceable.

14.9		The Agreement shall bind and inure to the benefit of the respective successors, assigns and/or acceptable transferees, regardless whether the parties or the said successors, assigns and transferees have changed their names, organizational structure, competent departments or organizational nature.

14.10		The Agreement is composed in the Chinese language, in three (3) duplicates, each having equal legal force, one copy to be held by each party, one copy to be held by SCM.

14.11		The parties hereto may execute the Agreement jointly or separately; the said Agreement signed either jointly or separately shall be deemed to be equally valid; the agreements separately executed by each party shall constitute the entire agreement.

(The rest of the page is blank.)

Signature page

On the date shown on the cover page of the Agreement, signed by Parties hereto or their respective authorized representatives

By /s/ Xxxxxx Xxxxx Xxxxxxxx

XXX XXX BUSINESS CONSULTING (SHANGHAI) CO., LTD.

[Company chop of Xxx Xxx Business Consulting (Shanghai) Co., Ltd.]

Signature:

Title:

Signature of witness:

By /s/ XXX Xxxx-bin

SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. [Company chop of Shanghai Waigaoqiao (Group) Co., Ltd.]

Signature:

Title:

Signature of witness:

Exhibit 1

Profile of SCM


Company name:		Shanghai Camera Media Investment Co., Ltd.

Registered address:		3B10 000 Xxxxxx Xxxx, Xxxxx Xxxx Xxxxxxxx, Xxxxxxxx, Xxxxx

Registered capital:		RMB 60,000,000

Legal representative:		XXXXX Xxxx-Xxxx

Shareholding structure:


Name of shareholder	Capital contribution (RMB)	% of total shares
The Group	RMB 60,000,000	100%
Total	RMB 60,000,000	100%

Schedule 2

Form of Exercise Notice

To: SHANGHAI WAIGAOQIAO (GROUP) CO., LTD.

Whereas:

On , 2008, your company and our company executed “Call Option Agreement”(“Agreement”) covenanting that, upon the fulfillment of all the conditions as set forth in Section 2.2 of the Agreement, your company shall transfer to our company or any third party designated by our company all or a portion of the Shanghai Camera Media Investment Co., Ltd.(“SCM”) shares held by your company.

Therefore, our company hereby issues to your company the notice below:

(1)		Our company wishes to exercise the call option as per the “Call Option Agreement II” such that [our company]/our company’s designee [name of company/individual] shall be the transferee of SCM shares held by your company representing ___% of SCM’s registered capital;

(2)		It is requested that your company complete, within ___ business days after receipt of this notice, the relevant legal procedures in accordance with Section 3.5 of the call option agreement.

(3)		It is requested that your company shall cause SCM to amend, within ___ business days after receipt of this notice, the SCM Articles of Association and commence revising the registration with the industry and commerce administrative authorities (if needed) in order that the said SCM shares are transferred to [our company]/our company’s designee [name of company/individual].

Sincerely yours,

XXX XXX BUSINESS CONSULTING (SHANGHAI) CO., LTD.

Authorized representative:

Date:

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CALL OPTION AGREEMENT BETWEEN JIA LUO BUSINESS CONSULTING (SHANGHAI) CO., LTD. (“JIA LUO”) AND SHANGHAI WAIGAOQIAO (GROUP) CO., LTD. (“GROUP”)

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