Dated on June 20, 2008
Exhibit
4.16
[Translation
of Chinese Original]
No.
3 Supplemental Agreement to the Equity Transfer Option Agreement
Dated on
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, 0-0, 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, Xx. 00, 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 C, and Xx Xxxx (identification card number: 110105690427082)
entered into the Equity Transfer Option Agreement (Attachment 1) on June
7, 2004;
|
|
2.
|
Party
A, Party B, Party C, and Xx Xxxx (identification card number:
110105690427082) entered into the Supplemental Agreement to the Equity
Transfer Option Agreement (Attachment 2) on September 1,
2005;
|
|
3.
|
Party
A, Party B, Party C, Party D, and Xx Xxxx (identification card number:
110105690427082) entered into the No. 2 Supplemental Agreement to the
Equity Transfer Option Agreement (Attachment 3) on August 18,
2007;
|
|
4.
|
Party
A changed the enterprise name to “Beijing Super TV Co., Ltd.” on April 3,
2007;
|
1
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5.
|
Party
B changed the enterprise name to “Beijing Novel-Super Digital TV
Technology Co., Ltd.” on November 30,
2007;
|
|
6.
|
Party
D intends to transfer Party D’s shares in Party B to Party E under the
Equity Transfer Agreement (Attachment 4);
and
|
|
7.
|
Party
D intends to transfer all rights and obligations under the Equity Transfer
Option Agreement (Attachment 1), the Supplemental Agreement to the Equity
Transfer Option Agreement (Attachment 2), and the No. 2 Supplemental
Agreement to the Equity Transfer Option Agreement (Attachment 3) to Party
E;
|
NOW
THEREFORE, the parties through friendly consultation agreed as
below:
|
I.
|
Party
D intends to transfer his rights and obligations under the Equity Transfer
Option Agreement, the Supplemental Agreement to the Equity Transfer Option
Agreement, and the No. 2 Supplemental Agreement to the Equity Transfer
Option Agreement to Party E, and Party E accepts the
same.
|
|
II.
|
Party
A, Party B, and Party C understand and agree Party D to transfer his
rights and obligations under the Equity Transfer Option Agreement, the
Supplemental Agreement to the Equity Transfer Option Agreement, and the
No. 2 Supplemental Agreement to the Equity Transfer Option Agreement to
Party E; Party E will be a party to the said agreements after this
Agreement becomes effective; Party A, Party B, and Party C will not
require Party D to continue Party D’s rights and obligations under the
Equity Transfer Option Agreement, the Supplemental Agreement to the Equity
Transfer Option Agreement, and the No. 2 Supplemental Agreement to the
Equity Transfer Option Agreement, and Party D shall not claim for the
continuation of the same.
|
|
III.
|
This
Agreement shall be effective upon the effective date of the Equity
Transfer Agreement (Attachment 4).
|
(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. 3
Supplemental Agreement to the Equity Transfer Option 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: Equity Transfer Option Agreement (omitted)
Attachment
2: Supplemental Agreement to the Equity Transfer Option Agreement
(omitted)
Attachment
3: No.2 Supplemental Agreement to the Equity Transfer Option
Agreement (omitted)
Attachment
4: Equity Transfer Agreement (omitted)
4
[Translation
of Chinese Original]
No.
4 Supplemental Agreement to the Equity Transfer Option Agreement
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 C and Xx Xxxx (ID card number: 110105690427082) signed the
“Equity Transfer Option Agreement” (Attachment 1) on June7,
2004;
|
|
2.
|
Party
A, Party B, Party C and Xx Xxxx (ID card number: 110105690427082) signed
the “Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 2) on September 1,
2005;
|
|
3.
|
Party
A, Party B, Party C, Xx Xxxx (ID card number: 110105690427082) and Xxx Xxx
(ID card number: 110108197910135427) signed the “No. 2 Supplemental
Agreement to the Equity Transfer Option Agreement” (Attachment 3) on
August 18, 2007;
|
|
4.
|
Party
A changed its name into “Beijing Super TV Co., Ltd.” on April 3,
2007;
|
|
5.
|
Party
B changed its name into “Beijing Novel-Super Digital TV Technology Co.,
Ltd.” on November 30, 2007;
|
1
|
6.
|
Party
A, Party B, Party C, Party D and Xxx Xxx (ID card number:
110108197910135427) signed the “No. 3 Supplemental Agreement to the Equity
Transfer Option Agreement” (Attachment 4) on June 20,
2008;
|
|
7.
|
Party
C intends to transfer its held equities in Party B to Party E and Party F
respectively in accordance with the “Equity Transfer Agreement"
(Attachment 5);
|
|
8.
|
Party
C intends to transfer all of its rights and obligations under the “Equity
Transfer Option Agreement” (Attachment 1), the “Supplemental Agreement to
the Equity Transfer Option Agreement” (Attachment 2), the “No.2
Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 3) and the “No.3 Supplemental Agreement to the Equity Transfer
Option Agreement” (Attachment 4) 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 “Equity
Transfer Option Agreement” (Attachment 1), the “Supplemental Agreement to
the Equity Transfer Option Agreement” (Attachment 2), the “No.2
Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 3) and the “No.3 Supplemental Agreement to the Equity Transfer
Option Agreement” (Attachment 4) to Party E and Party F, and Party E and
Party F agree to accept all rights and obligations of Party C under the
“Equity Transfer Option Agreement” (Attachment 1), the “Supplemental
Agreement to the Equity Transfer Option Agreement” (Attachment 2), the
“No.2 Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 3) and the “No.3 Supplemental Agreement to the Equity Transfer
Option Agreement” (Attachment 4).
|
|
II.
|
Party
A, Party B and Party D acknowledge and agree that Party C may transfer all
of its rights and obligations under the “Equity Transfer Option Agreement”
(Attachment 1), the “Supplemental Agreement to the Equity Transfer Option
Agreement” (Attachment 2), the “No.2 Supplemental Agreement to the Equity
Transfer Option Agreement” (Attachment 3) and the “No.3 Supplemental
Agreement to the Equity Transfer Option Agreement” (Attachment 4) to Party
E and Party F, and that Party E and Party F shall be parties to
the “Equity Transfer Option Agreement” (Attachment 1), the
“Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 2), the “No.2 Supplemental Agreement to the Equity Transfer
Option Agreement” (Attachment 3) and the “No.3 Supplemental Agreement to
the Equity Transfer Option Agreement” (Attachment 4) 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 “Equity
Transfer Option Agreement” (Attachment 1), the “Supplemental Agreement to
the Equity Transfer Option Agreement” (Attachment 2), the “No.2
Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 3) and the “No.3 Supplemental Agreement to the Equity Transfer
Option Agreement” (Attachment 4), and Party C shall not claim to continue
to enjoy rights or perform obligations under the “Equity Transfer Option
Agreement” (Attachment 1), the “Supplemental Agreement to the Equity
Transfer Option Agreement” (Attachment 2), the “No.2 Supplemental
Agreement to the Equity Transfer Option Agreement” (Attachment 3) and the
“No.3 Supplemental Agreement to the Equity Transfer Option Agreement”
(Attachment 4).
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|
III.
|
This
Agreement shall take effect on the effective date of the “Equity Transfer
Agreement” (Attachment 5).
|
(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.4 Supplemental Agreement to the Equity Transfer Option
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: Equity Transfer Option Agreement (omitted)
Attachment
2: Supplemental Agreement to the Equity Transfer Option Agreement
(omitted)
Attachment
3: No.2 Supplemental Agreement to the Equity Transfer Option
Agreement (omitted)
Attachment
4: No.3 Supplemental Agreement to the Equity Transfer Option
Agreement (omitted)
Attachment
5: Equity Transfer Agreement (omitted)
4
