Exhibit 10.48
EXECUTION VERSION
SHARE PURCHASE AGREEMENT
AMONG
FOCUS MEDIA HOLDING LIMITED,
TOTAL TEAM INVESTMENTS LIMITED,
AND THE OTHER INFOACHIEVE LIMITED PARTIES HERETO
DATED AS OF
OCTOBER 15, 2005
TABLE OF CONTENTS
PAGE
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Schedules....................................................................... v
Exhibits........................................................................ vi
ARTICLE I DEFINITIONS........................................................... 1
SECTION 1.1. Certain Defined Terms........................................... 1
SECTION 1.2. Other Defined Terms............................................. 9
SECTION 1.3. Other Interpretive Provisions................................... 10
ARTICLE II PURCHASE AND SALE OF SHARES.......................................... 11
SECTION 2.1. Transfer by Seller and Buyer.................................... 11
SECTION 2.2. First Closing................................................... 11
SECTION 2.3. Earnout Closing................................................. 12
SECTION 2.4. Residual Earnout Closing........................................ 13
SECTION 2.5. Change in Control Earnout Closing............................... 14
SECTION 2.6. Management Dismissal Earnout Closing............................ 15
SECTION 2.7. Share Splits and Other Similar Events........................... 15
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES................ 16
SECTION 3.1. Due Organization, Good Standing and Power....................... 16
SECTION 3.2. Authorization, Enforceability................................... 16
SECTION 3.3. Capitalization; Ownership and Transfer of Shares;
Valid Issuance............................................... 16
SECTION 3.4. Group Companies................................................. 17
SECTION 3.5. Corporate Records............................................... 17
SECTION 3.6. Financial Statements............................................ 18
SECTION 3.7. No Approvals or Conflicts....................................... 19
SECTION 3.8. Compliance with Law; Governmental Authorizations................ 19
SECTION 3.9. Licenses........................................................ 19
SECTION 3.10. Litigation..................................................... 19
SECTION 3.11. Absence of Certain Changes..................................... 20
SECTION 3.12. Tax Matters.................................................... 21
SECTION 3.13. Officers, Employees and Labor.................................. 22
SECTION 3.14. Loans.......................................................... 23
SECTION 3.15. Prohibited Payments............................................ 23
SECTION 3.16. Share Option and Other Plans................................... 23
SECTION 3.17. Intellectual Property.......................................... 24
SECTION 3.18. Contracts...................................................... 25
SECTION 3.19. Frame Placement Contracts...................................... 25
SECTION 3.20. Certain Transactions........................................... 27
SECTION 3.21. Structure Agreements........................................... 27
SECTION 3.22. Acquisitions................................................... 27
SECTION 3.23. Compliance with Laws........................................... 28
SECTION 3.24. Environmental Matters.......................................... 29
SECTION 3.25. Insurance...................................................... 29
SECTION 3.26. Personal Property Assets....................................... 29
SECTION 3.27. Real Property.................................................. 30
SECTION 3.28. No State Assets................................................ 30
ii
SECTION 3.29. Brokers........................................................ 30
SECTION 3.30. Seller Corporate Documents..................................... 30
SECTION 3.31. Disclosure..................................................... 31
ARTICLE III.A................................................................... 32
REPRESENTATIONS AND WARRANTIES OF THE NON-MANAGEMENT SHAREHOLDERS............... 32
SECTION 3A.1. Due Organization, Good Standing and Power...................... 32
SECTION 3A.2. Authorization, Enforceability.................................. 32
SECTION 3A.3. No Approvals or Conflicts...................................... 32
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER.............................. 33
SECTION 4.1. Organization.................................................... 33
SECTION 4.2. Authorization, Enforceability................................... 33
SECTION 4.3. No Approvals or Conflicts....................................... 33
SECTION 4.4. Validity of Share Consideration................................. 34
SECTION 4.5. SEC Filings..................................................... 34
SECTION 4.6. No Other Representations or Warranties.......................... 34
ARTICLE V COVENANTS AND AGREEMENTS.............................................. 34
SECTION 5.1. Conduct of Business Prior to a Closing.......................... 34
SECTION 5.2. Filings and Consents............................................ 37
SECTION 5.3. Tax Matters; Cooperation; Preparation of Returns; Tax
Elections.................................................... 37
SECTION 5.4. [Intentionally Omitted]......................................... 38
SECTION 5.5. Employees; Benefit Plans........................................ 38
SECTION 5.6. Non-Competition................................................. 38
SECTION 5.7. Related Party Accounts.......................................... 39
SECTION 5.8. Financial Accounts.............................................. 40
SECTION 5.9. Appointment of Management....................................... 40
SECTION 5.10. Forgiveness of Certain Loans................................... 40
SECTION 5.11. Non-Violation.................................................. 40
SECTION 5.12. Confidentiality................................................ 41
SECTION 5.13. Further Actions................................................ 41
SECTION 5.14. Management Independence........................................ 41
SECTION 5.15. Retention of Senior Management................................. 42
SECTION 5.16. Overhead Expenses.............................................. 42
SECTION 5.17. Sellers' Representative........................................ 42
SECTION 5.18. Voting of FM Ordinary Shares Held by Seller.................... 42
SECTION 5.19. Tax Exempt Status.............................................. 43
SECTION 5.20. SAFE Registration.............................................. 43
ARTICLE VI CONDITIONS TO THE SELLER PARTIES' AND THE NON-MANAGEMENT
SHAREHOLDERS' OBLIGATIONS.................................................... 43
SECTION 6.1. Representations and Warranties.................................. 44
SECTION 6.2. Performance..................................................... 44
SECTION 6.3. No Material Adverse Change...................................... 44
SECTION 6.4. Officer's Certificates.......................................... 44
SECTION 6.5. Injunctions..................................................... 44
SECTION 6.6. FM Ordinary Shares.............................................. 44
ARTICLE VII..................................................................... 45
iii
CONDITIONS TO BUYER'S OBLIGATIONS............................................... 45
SECTION 7.1. Representations and Warranties.................................. 45
SECTION 7.2. Performance..................................................... 45
SECTION 7.3. No Indebtedness................................................. 45
SECTION 7.4. Officer's Certificate........................................... 46
SECTION 7.5. Tax Indemnity Agreement......................................... 46
SECTION 7.6. Non-Compete Agreements.......................................... 46
SECTION 7.7. Control Agreements.............................................. 46
SECTION 7.8. Lock-up Agreements.............................................. 46
SECTION 7.9. Financial Statements............................................ 46
SECTION 7.10. Seller Corporate Documents..................................... 46
SECTION 7.11. Service Agreements............................................. 47
SECTION 7.12. Residual Transfers............................................. 47
SECTION 7.13. Certificate of Acquired Business Shareholders.................. 47
SECTION 7.14. [Intentionally Omitted]........................................ 47
SECTION 7.15. Management Appointment......................................... 47
SECTION 7.16. Intellectual Property Transfer................................. 47
SECTION 7.17. Corporate Matters; Memorandum and Articles of Association...... 47
SECTION 7.18. [Intentionally Omitted]........................................ 47
SECTION 7.19. Opinions of Counsel............................................ 47
SECTION 7.20. Acquired Business Shareholders as Seller Parties to this
Agreement................................................... 48
SECTION 7.21. Adverse Market Change.......................................... 48
SECTION 7.22. Injunctions.................................................... 48
ARTICLE VIII TERMINATION........................................................ 48
SECTION 8.1. Termination..................................................... 48
SECTION 8.2. Procedure and Effect of Termination............................. 49
ARTICLE IX INDEMNIFICATION...................................................... 49
SECTION 9.1. Indemnification................................................. 49
ARTICLE X MISCELLANEOUS......................................................... 53
SECTION 10.1. Fees and Expenses.............................................. 53
SECTION 10.2. Governing Law.................................................. 53
SECTION 10.3. Materiality.................................................... 54
SECTION 10.4. Guaranty of Performance........................................ 54
SECTION 10.5. Amendment...................................................... 54
SECTION 10.6. No Assignment.................................................. 54
SECTION 10.7. Waiver......................................................... 54
SECTION 10.8. Notices........................................................ 54
SECTION 10.9. Complete Agreement............................................. 56
SECTION 10.10. Counterparts.................................................. 56
SECTION 10.11. Publicity..................................................... 56
SECTION 10.12. Headings...................................................... 56
SECTION 10.13. Severability.................................................. 56
SECTION 10.14. Third Parties................................................. 56
SECTION 10.15. Dispute Resolution............................................ 56
iv
Schedules
Schedule 1.1A Management Shareholders of NewCo
Schedule 1.1B Non-Management Shareholders of NewCo
Schedule 1.1C Acquired Business Shareholders
Schedule 1.3 Ancillary Documents
Schedule 3.1 Company Liabilities
Schedule 3.3 Share Capital of InfoAchieve
Schedule 3.4 Group Companies Information
Schedule 3.5 Corporate Records
Schedule 3.6 Financial Information
Schedule 3.7A Conflicts and necessary approvals
Schedule 3.11 Disclosure against representations and warranties regarding
absence of certain changes with respect to the Business
Schedule 3.12 Tax matters of the Group Companies and the Subsidiaries
Schedule 3.13 Labor Relations and Employee Benefits
Schedule 3.14 Loans
Schedule 3.16 Seller and Group Company Share Option Plans and Information
Schedule 3.17 Intellectual Property
Schedule 3.18 Material Contracts
Schedule 3.20 Related Party Transactions
Schedule 3.21 Structure Agreements
Schedule 3.22 Acquired Business
Schedule 3.22A Acquisition Agreements
Schedule 3.22B Transferred Frame Placement Contracts from Acquired Businesses
Schedule 3.22C Residual Payments
Schedule 3.24 Compliance with Laws
Schedule 3.24 Environmental matters
Schedule 3.26 Personal property assets
Schedule 3.27 Real property and Land Use Rights
Schedule 3.29 Broker Arrangements
Schedule 3A.3 Conflicts and necessary approvals of Non-Management
Shareholders
Schedule 5.1 2006 Business Plan
Schedule 5.7 2006 Quarterly Net Income Target
Schedule 5.7A Financial and Operating Criteria and Standards
Schedule 7.2 Consents, waivers and approvals
Schedule 7.7 Control Agreements
v
Schedule 7.10 Seller Corporate Documents
Exhibits
Exhibit A Form of Confidentiality Agreement
Exhibit B-1 and B-2 Forms of Initial Lock-up Agreement and Earnout Lock-Up
Agreement
Exhibit C Form of Tax Indemnity Agreement
Exhibit D Form of Manager Non-Compete Agreement
Exhibit E Form of Employee Non-Compete Agreement
Exhibit F Form of Service Agreement
Exhibit G Form of Escrow Agreement
vi
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT, dated as of October 15, 2005, among
TOTAL TEAM INVESTMENTS LIMITED, an international business company incorporated
in the British Virgin Islands ("NewCo" or "Seller"), INFOACHIEVE LIMITED, an
international business company incorporated in the British Virgin Islands
("InfoAchieve" or the "Company"), several shareholders of NewCo set forth on
Schedule 1.1A hereto (the "Management Shareholders"), the other shareholders of
NewCo set forth on Schedule 1.1B hereto (the "Non-Management Shareholders", and
together with the Management Shareholders, the "NewCo Shareholders"; and the
Management Shareholders and NewCo are hereinafter referred to as the "Seller
Parties") and FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of
the Cayman Islands ("Focus Media" or "Buyer").
WHEREAS, Seller owns all issued and outstanding shares of InfoAchieve
(the "Shares"), which conducts the Business (as defined below) through the Group
Companies (as defined below);
WHEREAS, the shareholders and the board of directors of Seller,
through resolutions duly passed in each case on October 14, 2005, respectively,
have approved the sale of the Shares to Buyer;
WHEREAS, Seller desires to sell, and Buyer desires to purchase, the
Shares, upon the terms and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"2006 Audited Annual Net Income" means InfoAchieve's audited net
income as defined under U.S. GAAP for the twelve-month period starting from
January 1, 2006 and ending December 31, 2006 as set forth in the 2006 Audited
Financial Statements plus the sum of all amounts deducted in arriving at such
audited net income to make provision for goodwill impairment and/or equity
compensation expenses.
"2006 Business Plan" means InfoAchieve's 2006 business plan as set
forth in Schedule 5.10 hereto and approved by Buyer.
"Acquired Business Shareholders" means the owners of the Acquired
Businesses immediately prior to the consummation of the Acquisitions or any
company established by such owners for the purpose of holding FM Ordinary
Shares, which owners represent, in each case, 50%
or more of the direct and indirect equity interest in any Acquired Business, and
whose names are set forth in Schedule 1.1C hereto.
"Acquired Businesses" means (i) the companies, and (ii) the businesses
and assets of certain others companies, in each case, the names of which
companies are set forth in Schedule 3.23, that have been acquired by the Company
and Framedia Advertising.
"Acquisition Agreements" means the agreements listed on Schedule 3.23A
that are entered into in connection with the Acquisitions.
"Acquisitions" means one or a series of the transactions and transfers
of assets and businesses, including without limitation, lease agreements,
advertising agreements, other Contracts and accounts receivable in connection
with the Acquired Businesses pursuant to the Acquisition Agreements.
"ADSs" means the American depositary shares of Buyer as listed on the
Nasdaq National Market, Inc.
"Affiliate" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person.
"Aggregate Consideration" means the sum of (a) the Cash Consideration,
(b) the Initial Share Consideration, (c) the Share Option Buy-Out Consideration,
(d) the Remaining Share Consideration (if any), (e) the Residual Earnout Share
Consideration (if any), (f) the Change in Control Share Consideration (if any)
and (g) the Dismissal Earnout Share Consideration (if any); it being understood
that (i) the Remaining Share Consideration in respect of the Earnout Closing,
(ii) the Remaining Share Consideration in repsect of the Dismissal Earnout
Closing and (iii) the Change in Control Earnout Share Consideration are mutually
exclusive payments and in no event will more than one of them be delivered.
"Agreement" means this Share Purchase Agreement among the parties
hereto, as amended, modified or supplemented from time to time.
"Ancillary Documents" means those agreements, documents and
instruments as set forth in Schedule 1.3.
"Average FMCN Share Price" means US$2.456.
"Business" means the out-of-home frame advertising business of the
Group Companies, as currently operated.
"Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in Beijing,
PRC; Hong Kong Special Administrative Region; or The City of New York.
"Change in Control" means an event where any Person or Persons other
than Buyer or its Affiliates is or becomes the beneficial owner, directly or
indirectly, of more than 50% of the
total voting power of all FM Ordinary Shares then outstanding and normally
entitled to vote in the election of directors without regard to the occurrence
of any contingency (the "Voting Shares"). For the purposes of this definition, a
Person shall be deemed to beneficially own any Voting Shares of an entity held
by any other entity (the "Parent Entity"), if such Person is the beneficial
owner, directly or indirectly, of more than 50% of the voting power of the
Voting Shares of the Parent Entity.
"Change in Control Share Consideration Amount" means either the Agreed
Change in Control Share Consideration Amount or the Maximum Earnout Amount.
"Change in Control Share Consideration" means either the Agreed Change
in Control Share Consideration or the Maximum Earnout Share Consideration.
"Cause" means:
(i) an employee's gross negligence in the performance of his duties
to the Group Companies;
(ii) an employee's misappropriation of assets of, or embezzlement
from, the Group Companies;
(iii) wilful breach by an employee of such employee's material
obligations under the relevant Service Agreement entered into by
the employee;;
(iv) a material breach by the employee of this Agreement, the
Confidentiality Agreement, the Manager Non-Compete Agreement and
the Employee Non-Compete Agreemententered into by such employee
which breach is not cured within ten (10) days after delivery of
written notice thereof to the employee; and
(v) as a result of material fraud, malfeasance, willful violation of
Buyer's Code of Ethics or other written policy or as a result of
a failure to comply with the agreements set forth in Section
5.7(d) hereto.
"Closing" means any of the First Closing, the Earnout Closing the
Residual Earnout Closing, the Change in Control Earnout Closing and the
Dismissal Earnout Closing.
"Closing Date" means any of the First Closing Date, the Earnout
Closing Date, the Residual Earnout Closing Date, the Change in Control Earnout
Closing Date and the Dismissal Earnout Closing Date.
"Competitive Business" means any Person, company or business which, as
a principal line of business, is involved in the sale or placement of
advertising on frames deployed in elevators or elevator lobbies, or flat-panel
television displays deployed in elevators or elevator lobbies, or digital
audio-visual displays in retail stores and other outdoor digital audiovisual
displays.
"Confidentiality Agreements" means, collectively, the confidentiality
agreements between Buyer and each of the NewCo Shareholders and the Acquired
Business Shareholders, the form of which is set forth in Exhibit A hereto.
"Consideration" means any of (a) the Cash Consideration, (b) the
Initial Share Consideration, (c) the Share Option Buy-Out Consideration, (d) the
Remaining Share Consideration, (e) the Residual Earnout Share Consideration (if
any), (f) the Change in Control Earnout Share Consideration (if any) and (g) the
Dismissal Earnout Share Consideration (if any).
"Contract" means any contract, agreement, arrangement or
understanding, whether written or oral and whether express or implied.
"control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, whether through
the ownership of voting securities, by Contract or otherwise, including the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.
"Control Agreements" means, collectively, the agreements, contracts
and instruments, a list of which is attached hereto as Schedule 7.7, which
enable Focus Media to control and consolidate with its financial statements each
Group Company and the Acquired Businesses.
"Deduction Category" means any of Category I, Category II, Category
III and Category IV referred to in the definition of Earnout Adjustment Amount.
"Discounted Rate" means any of the rates of 20%, 50% or 100% as used
in the calculation of the Earnout Adjustment Amount and the Residual Earnout
Amount.
"Earnout Adjustment Amount" means the sum of (i) for accounts
receivable outstanding more than 90 days and fewer than 180 days as of March 31,
2007, 20% of the value of such accounts receivable which in the aggregate are
more than RMB 10,000,000 and less than RMB 20,000,000 ("Category I") plus 50% of
the value of such accounts receivable which in the aggregate exceed RMB
20,000,000 ("Category II"); (ii) for accounts receivable outstanding more than
180 days and fewer than 360 days as of March 31, 2007, 50% of the value of all
such accounts receivable ("Category III"); and (iii) 100% of the value of all
accounts receivable that are outstanding more than 360 days as of March 31, 2007
("Category IV").
"Earnout Lock-up Agreement" means a lock-up agreement substantially in
the form set forth in Exhibit B-2 hereto.
"Encumbrance" means any security interest, pledge, mortgage, lien,
charge, limitation, condition, equitable interest, option, easement,
encroachment, right of first refusal, adverse claim or restriction of any kind,
including any restriction on transfer or other assignment, as security or
otherwise, of or relating to use, quiet enjoyment, voting, receipt of income or
exercise of any other attribute of ownership.
"Environmental Claim" means any written notice, claim or demand or any
action, suit, complaint, or proceeding by any person alleging liability or
potential liability (including liability or potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resource damages, fines or penalties) under any Environmental Laws.
"Environmental Laws" means all Laws in effect in the PRC at the date
of this Agreement relating to protection of the environment.
"Escrow Agent" means the escrow agent appointed by Buyer and Seller
pursuant to the Escrow Agreement for the purpose of holding the Company Share
Documents pending the First Closing.
"Escrow Agreement" means the escrow agreement, in substantially the
form set forth in Exhibit G hereto, among Buyer, Seller and the escrow agent
named therein for the purpose of holding the Company Share Documents pending the
First Closing.
"Exchange Act" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
"FM Ordinary Shares" means the ordinary shares, $0.00005 par value per
share, of Buyer.
"Framedia Advertising" means Shanghai Framedia Advertising Development
Co., Ltd., a company organized under the laws of the PRC.
"Government Official" means any official, director, politician,
employee or other similar Persons with a position at a Governmental Authority.
"Governmental Authority" means any government or governmental or
regulatory body thereof, or political subdivision thereof, whether federal,
state, municipal, local or foreign, or any agency, instrumentality or authority
thereof, or any court or arbitrator (public or private).
"Governmental Order" means any order, writ, injunction, decree,
stipulation, determination or award entered by or with any Governmental
Authority.
"Group Companies" means the Company, the Subsidiaries, any variable
interest entity controlled by and consolidated with the Company, the Acquired
Businesses, and any Person that is not a natural person and that is controlled
by a Group Company, a list of which companies is set forth in Schedule 3.4
hereto.
"Guangdong Shiji Shenghuo" means Guangdong Shiji Shenghuo Advertising
Co., Ltd., a company organized under the laws of the PRC.
"Hazardous Materials" means all materials defined as "hazardous
substances" or "hazardous wastes," toxic, pollutant, contaminant or words of
similar meaning or effect, or any other term of similar import under any
Environmental Law, including petroleum, asbestos, and polychlorinated biphenyls.
"HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended.
"Initial Lock-up Agreement" means a lock-up agreement in substantially
the form set forth in Exhibit B-1 hereto.
"Intellectual Property" means all rights under patent, copyright,
trademark or trade secret Law or any other statutory provision or common law
doctrine, including design rights.
"Judgments" means any and all judgments, orders, writs, directives,
rulings, decisions, injunctions (preliminary or permanent), decrees,
assessments, settlement agreements or awards of any Governmental Authority or
arbitrator.
"Knowledge of Buyer" means the actual knowledge of the senior officers
of Buyer actively involved in the transactions contemplated hereby.
"Knowledge of Seller Parties" means the actual knowledge of (i) any of
the Seller Parties who are natural persons and (ii) in the case of Seller
Parties that are legal persons, the senior officers or directors of the Seller
Parties or other employees of the Seller Parties actively involved in the
transactions contemplated hereby.
"Law" means any statute, code, law, ordinance, regulation or rule or
other legally binding requirement of any Governmental Authority.
"Legal Requirements" means any and all applicable (i) federal,
territorial, state, municipal, local and foreign laws, ordinances and
regulations, (ii) codes, standards, rules, regulations, requirements, orders,
interpretations and criteria issued under any federal, territorial, state, local
or foreign laws, ordinances or regulations, or by any Self-Regulatory
Organization and (iii) Judgments.
"Lock-up Agreement" means either an Initial Lock-up Agreement or an
Earnout Lock-up Agreement, each in the form set forth in Exhibits B-1 and B-2
hereto, respectively, to be executed by Seller, each NewCo Shareholder and each
Acquisition Business Shareholder, setting forth the terms and conditions
concerning the restriction of any sale, transfer or encumbrance of FM Ordinary
Shares issued as part of the Initial Share Consideration, the Share Option
Buy-out Consideration, the Remaining Share Consideration, the Change in Control
Share Consideration and the Dismissal Earnout Consideration, as applicable.
"Material Adverse Effect" or "Material Adverse Change" means any
effect or change that would be materially adverse (i) to the business, assets,
condition (financial or otherwise), operating results, or operations of (A) any
of the Company, Framedia Advertising, its branches in Shanghai, Beijing,
Guangzhou or Shenzhen or Guangzhou Shiji Shenghuo Advertising, individually or
taken as a whole, or (B) the Group Companies, taken as a whole, or (ii) to the
ability of any of the NewCo Shareholders to timely consummate the transactions
contemplated by this Agreement or by any of the Ancillary Documents.
"Permitted Encumbrances" means (i) Encumbrances for Taxes not yet
payable or being contested in good faith, (ii) Encumbrances in respect of
property or assets imposed by Law
that were incurred in the ordinary course of business, such as carriers',
warehousemen's, materialmen's and mechanics' liens and other similar liens,
(iii) pledges or deposits made in the ordinary course of business to secure
obligations under workers' compensation laws or similar legislation or to secure
public or statutory obligations and (iv) survey exceptions, reciprocal easement
agreements and other customary encumbrances on title to real property.
"Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization, joint venture, limited
liability company or other entity.
"PRC" means the People's Republic of China, but solely for the
purposes of this Agreement excluding the Hong Kong Special Administrative
Region, Macau Special Administrative Region and the island of Taiwan.
"Prospective Event of Change in Control" means any potential event,
including any transaction of which Buyer is aware, and which Buyer considers
reasonably likely to result in a Change in Control in thirty (30) days or less.
"Related Party" means any Seller Party and any Person that is an
Affiliate or subsidiary of any Seller Party.
"Release" has the meaning provided in 42 U.S.C. Section 9601(22).
"Residual Earnout Amount" means the aggregate amount of cash received
by Buyer in the three months ending June 30, 2007 in respect of each account
receivable included in the recordation and calculation of the Earnout Adjustment
Amount, discounted by multiplying the cash amount corresponding to such account
receivable in the relevant Deduction Category by the relevant Discount Rate.
"Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
"Self-Regulatory Organization" means any U.S. or foreign securities or
commodities exchange, association, clearing agency or similar organization of
which the relevant party is a member or that otherwise has jurisdiction over the
activities of such party.
"Seller Corporate Documents" means the agreements, Contracts,
instruments and certificates entered into or given by Seller and/or the Seller
Designated Entity or any shareholder of Seller or its Affiliates in respect of
the transfer and disposition of the equity interest in Seller, on or prior to
the Determination Date, the shareholder structure and intended ongoing
shareholder structure of Seller, a list of which documents is set forth on
Schedule 7.10 hereto.
"Seller Designated Entity" means a Person, organized under the laws of
the British Virgin Islands or other jurisdiction, and whose beneficial owners
consist of some or all of the current holders of options to purchase shares of
Seller as of the date of this Agreement to be identified by Seller and approved
by Buyer on or prior to the Determination Date.
"Service Agreements" means, collectively, all service agreements, in
substantially the form attached hereto as Exhibit F, entered into between each
of the employees of the Group
Companies and Buyer (or a Person designated by Buyer) relating to ongoing
services to be provided to any of the Group Companies following the First
Closing Date.
"Structure Agreements" means, collectively, the agreements, contracts
and instruments, a list of which is attached hereto as Schedule 3.22, which were
entered into by each of the Company, Framedia Advertising and Guangdong Shiji
Shenghuo and their respective local branches to enable InfoAchieve to control
and consolidate these entities with its financial statements.
"Subsidiaries" means any and all corporations, partnerships, limited
liability companies and other entities with respect to which the Company,
directly or indirectly, owns more than 50% of the securities having the power to
elect members of the board of directors or similar body governing the affairs of
such entity.
"subsidiaries" means, with respect to any Person, any other Person 50%
or more of the voting equity of which is owned, directly or indirectly, by such
first Person.
"Tax" or "Taxes" means any taxes of any kind, including but not
limited to those on or measured by or referred to as income, gross receipts,
capital, sales, use, ad valorem, franchise, profits, license, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, value added,
property or windfall profits taxes, customs, duties or similar fees, assessments
or charges of any kind whatsoever, together with any interest and any penalties,
additions to tax or additional amounts imposed by any Governmental Authority.
"Tax Return" means any return, report or statement required to be
filed with any Governmental Authority with respect to Taxes, including any
schedule or attachment thereto or amendment thereof.
"Taxing Authority" means, with respect to any Tax, the government
entity or political subdivision thereof that imposes such Tax and the agency (if
any) charged with the collection of such Tax for such entity or subdivision.
"U.S. GAAP" means United States generally accepted accounting
principles and practices as in effect from time to time.
"Value" in respect of a Consideration, means cash value in the case of
the Cash Consideration, the Initial Share Value Amount in the case of the
Initial Share Consideration, the Share Option Buy-out Value Amount in the case
of the Share Option Buy-out Consideration, the Remaining Share Value Amount in
the case of the Remaining Share Consideration, the Residual Earnout Value Amount
in the case of the Residual Earnout Share Consideration, the Change in Control
Share Consideration Amount in the case of the Change in Control Share
Consideration and the Maximum Earnout Amount in the case of the Dismissal
Earnout Share Consideration. For the avoidance of doubt, the Initial Share Value
Amount, the Share Option Buy-out Value Amount, the Remaining Share Value Amount,
the Residual Earnout Value Amount, the Change in Control Share Consideration
Amount (if any) and the Maximum Earnout Amount (if any) shall be calculated
based on the Average FMCN Share Price.
SECTION 1.2. Other Defined Terms. The following terms shall have the
meanings defined for such terms in the Sections set forth below:
Term Section
---- ---------
2006 Audited Financial Statements 2.3(a)
Additional Seller Parties 7.20
Agreed Change in Control Share Consideration 2.5(a)
Agreed Change in Control Share Consideration Amount 2.5(a)
Alleged Dismissal Earnout Event 2.6(b)
Financial Statements 3.6(a)
Balance Sheet 3.6(a)
Balance Sheet Date 3.6(a)
Buyer Preamble
Buyer Indemnified Persons 9.1(a)
Cash Consideration 2.2(b)
Cash Payment Date 2.2(b)
Change in Control Earnout Closing 2.5(b)
Change in Control Earnout Closing Date 2.5(b)
Change in Control Earnout Closing Notice 2.5(b)
Closing Notice 2.2(d)
Confidential Information 5.12
Currently Realizable 9.1(e)
Determination Date 2.2(a)
Dismissal Earnout Closing 2.6(c)
Dismissal Earnout Closing Date 2.6(c)
Dismissal Earnout Closing Notice 2.6(c)
Dismissal Earnout Event 2.6(a)
Dismissal Earnout Share Consideration 2.6(a)
Earnout Closing 2.3(b)
Earnout Closing Date 2.3(b)
Earnout Closing Notice 2.3(b)
Employee Non-Compete Agreement 7.6(b)
Financial Statements 3.6
First Closing 2.2(d)
First Closing Date 2.2(d)
Frame Placement Contract 3.20
HKIAC 10.15
Income Taxes 5.4
Indemnifying Party 9.1(e)
Indemnity Claim 9.1(d)
Indemnity Period 9.1(a)
Initial Share Consideration 2.2(d)(i)
Initial Share Value Amount 2.2(d)(i)
Intellectual Property 3.14
Losses 9.1(a)
Term Section
---- ---------
Material 10.3
Material Contracts 3.19(a)
Management Shareholders Preamble
Manager Non-Compete Agreement 7.6(a)
Maximum Earnout Amount 2.5(a)
Maximum Earnout Share Consideration 2.5(a)
NewCo Shareholders Preamble
Non-Compliant SAFE Shareholder 5.20
Non-Management Shareholders Preamble
Other Taxes 5.4
Protected Management 2.6(a)
Record Date 5.18
Related Party Accounts 5.8
Remaining Share Consideration 2.3(c)
Remaining Share Value Amount 2.3(c)
Representative 5.18
Residual Earnout Closing 2.4(a)
Residual Earnout Closing Date 2.4(a)
Residual Earnout Closing Notice 2.4(a)
Residual Earnout Share Consideration 2.2(c)
Residual Earnout Share Value Amount 2.2(c)
Residual Transfer 3.23(b)
Restriction Period 5.14
SAFE 5.2
SAFE Compliant Shareholder 5.20
SAFE Registrant 5.2
SEC 4.5
Seller Preamble
Seller Indemnified Persons 9.1(b)
Seller Parties Preamble
Seller Share Documents 2.2(c)(ii)
Sellers' Representative 5.14
Share Option Buy-out Consideration 2.2(d)(ii)
Share Option Buy-out Value Amount 2.2(d)(ii)
Shares Recitals
Straddle Period 5.3(b)
Tax Benefit 9.1(d)
Working Capital Credits 5.8(b)
SECTION 1.3. Other Interpretive Provisions. The words "hereof,"
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without
limitation." The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.
ARTICLE II
PURCHASE AND SALE OF SHARES
SECTION 2.1. Transfer by Seller and Buyer. Subject to the terms and
conditions set forth in this Agreement, (i) Seller shall sell, assign and
transfer to Buyer, all of Sellers' right, title and interest in and to the
Shares free and clear of all Encumbrances and (ii) Buyer shall pay, issue and
transfer to Seller all of Buyer's right, title and interest in and to the
Consideration, free and clear of all Encumbrances (other than pursuant to the
terms of the Lock-up Agreements).
SECTION 2.2. First Closing.
(a) Unless this Agreement shall have been terminated pursuant to
Article VIII, subject to the terms and conditions set forth in this Agreement,
including without limitation, Articles VI and VII, in reliance on the
representations, warranties, covenants and agreements of the parties hereto
contained herein and in the Ancillary Documents and in consideration of the
sale, assignment and transfer of the Shares within three days (the "Cash Payment
Date") of the day (the "Determination Date") on which all of the conditions set
forth in Articles VI and VII hereof are satisfied or waived,
(i) Buyer shall pay to Seller in cash in the amount of US$39,600,000
(the "Cash Consideration") in immediately available funds; and
(ii) Seller shall
(A) deliver or cause to be delivered the following:
(x) all previously undelivered documents required under Article
VII hereto and the Ancillary Documents; and (y) in respect of
each Group Company, the certificates of incorporation, common
seal (if it exists), share register and share certificate book
(with any unissued share certificates) and all minute books and
other statutory books or such equivalent items in the relevant
jurisdiction as are kept by the relevant Group Company or are
required by the Law of the jurisdiction where such Group Company
is incorporated to be kept by such Group Company.
(B) transfer to the Escrow Agent pursuant to the terms of the
Escrow Agreement share certificates (or local legal
equivalent) evidencing the Shares to be sold by Seller duly
endorsed in blank, or accompanied by stock powers duly
executed in blank and with any required stock transfer tax
stamps affixed and all necessary documents, duly executed
where so required (collectively, the
"Company Share Documents"), to enable title in all the
Shares to pass fully and effectively into the name of the
Escrow Agent.
(b) The closing (the "First Closing") of the transactions contemplated
by this Section 2.2 shall take place at the place and on the day (the "First
Closing Date") as specified by Buyer in a notice to Seller duly signed and
delivered by Buyer immediately following the Determination Date (the "Closing
Notice").
(c) Buyer shall within fifteen (15) days following the issuance of the
Closing Notice:
(i) issue to Seller 19,706,840 shares of FM Ordinary Shares equal
to the quotient of (x) US$48,400,000 (the "Initial Share Value
Amount") divided by (y) the Average FMCN Share Price (such aggregate
number of FM Ordinary Shares issued, the "Initial Share
Consideration");
(ii) issue to Seller or a Seller Designated Entity an aggregate
2,850,163 shares of FM Ordinary Shares equal to the quotient of (x)
US$7,000,000 (the "Share Option Buy-out Value Amount") divided by (y)
the Average FMCN Share Price (such aggregate number of FM Ordinary
Shares issued, the "Share Option Buy-out Consideration") in
consideration of Seller canceling all outstanding options to purchase
shares of Seller or any of the Group Companies; and
(iii) in connection with sub-paragraphs (i) and (ii) above,
deliver or cause to be delivered to Seller true copies of the register
of members of Buyer indicating the transfer to Seller and registration
in the name of Seller in respect of the Initial Share Consideration
and the transfer to Seller or a Seller Designated Entity and
registration in the name of Seller or a Seller Designated Entity in
respect of the Share Option Buy-out Consideration.
SECTION 2.3. Earnout Closing.
(a) On or prior to February 28, 2007 (or any later day as may be
mutually agreed by Buyer and Seller if the Company shall demonstrate to Buyer
that the February 28, 2007 deadline is not attainable upon reasonable efforts of
the Company due to unforeseen difficulties or obstacles), the Company shall
deliver audited financial statements of InfoAchieve and its consolidated
entities for the year ending December 31, 2006, prepared in accordance with U.S.
GAAP, including a statement setting forth the 2006 Audited Annual Net Income
(the "2006 Audited Financial Statements").
(b) Unless either the Change in Control Earnout Closing or Dismissal
Earnout Closing shall have occurred, subject to the terms and conditions set
forth in this Agreement and in consideration of the sale, assignment and
transfer of the Shares, the closing (the "Earnout Closing") of the transactions
contemplated by Section 2.3 of this Agreement shall take place at the place and
on the date (the "Earnout Closing Date") as specified by Buyer in a notice to
Seller duly
signed and delivered by Buyer immediately following the issuance of the 2006
Audited Annual Net Income (the "Earnout Closing Notice").
(c) Buyer shall within fifteen days following delivery of the Earnout
Closing Notice to Seller shares of FM Ordinary Shares equal to the quotient of
(x) eleven times ((A) the 2006 Audited Annual Net Income less (B) the Earnout
Adjustment Amount) less the Cash Consideration less the Initial Share Value
Amount (the "Remaining Share Value Amount") divided by (y) the Average FMCN
Share Price (such aggregate number of FM Ordinary Shares issued, the "Remaining
Share Consideration"); provided, however, that the aggregate Value of the
Aggregate Consideration on the date of the issuance of the Remaining Share
Consideration shall in no event exceed US$183,000,000. For the avoidance of
doubt, the calculation of the Remaining Share Consideration shall be made
according the following formula:
11 x (AANI - EAA) - CC - ISVA
RSC = -----------------------------
Average FMCN Share Price
Where:
RSC = Remaining Share Consideration;
AANI = 2006 Audited Annual Net Income;
EAA = Earnout Adjustment Amount;
CC = Cash Consideration; and
ISVA = Initial Share Value Amount.
(d) Buyer shall at the Earnout Closing deliver to Seller true copies
of the register of members of Buyer indicating the transfer to Seller and
registration in the name of Seller of in respect of the Remaining Share
Consideration, if any.
(e) Buyer is hereby authorized to record the Discounted Rate and
amount related to each Deduction Category with respect to the Earnout Adjustment
Amount, and any such recordation shall constitute prima facie evidence of the
accuracy of such information.
SECTION 2.4. Residual Earnout Closing.
(a) Subject to the terms and conditions set forth in this Agreement
and in consideration of the sale, assignment and transfer of the Shares, the
closing (the "Residual Earnout Closing") shall take place at the place and on
the day (the "Residual Earnout Closing Date") as specified by Buyer in a notice
to Seller duly signed and delivered by Buyer no later than July 15, 2007 (the
"Residual Earnout Closing Notice).
(b) Prior to the Residual Earnout Closing, Seller shall deliver or
cause to be delivered evidence satisfactory to Seller with respect to the
accuracy and calculation of the Residual Earnout Amount.
(c) Within fifteen (15) days following delivery of the Residual
Earnout Closing Notice, Buyer shall deliver or cause to be delivered to Seller
an aggregate number of FM Ordinary Shares the value of which is equal to eleven
times the Residual Earnout Amount, if any (the "Residual Earnout Value Amount")
(such aggregate number of FM Ordinary Shares issued, the "Residual Earnout Share
Consideration"); provided that the aggregate Value of the Aggregate
Consideration shall in no event exceed US$183,000,000).
(d) On the Residual Earnout Closing Date, Buyer shall deliver to
Seller true copies of the register of members of Buyer indicating the transfer
to Seller of FM Ordinary Shares in respect of the Residual Earnout Share
Consideration.
(e) Buyer is hereby authorized to record the Discounted Rate and cash
amount received related to each Deduction Category with respect to the Residual
Earnout Amount, and any such recordation shall constitute prima facie evidence
of the accuracy of such information.
SECTION 2.5. Change in Control Earnout Closing.
(a) Upon the occurrence of a Prospective Event of Change in Control
after the First Closing Date and before and excluding the Residual Earnout
Closing Date, Buyer shall notify Seller within three (3) Business Days of the
occurrence of such Prospective Event of Change in Control. Following receipt of
such notification by Seller, Buyer and Seller shall negotiate an amount (the
"Agreed Change in Control Share Consideration Amount") to be paid by Buyer to
Seller in the form of FM Ordinary Shares (the "Agreed Change in Control Share
Consideration") provided however, that such amount shall in no event be greater
than the amount obtained by subtracting from US$183,000,000 the sum of (1) the
Value of the Cash Value Amount, (2) the Initial Share Consideration, (3) the
Share Option Buy-out Value Amount and (4) to the extent that the Remaining Share
Value Amount shall have been paid prior to the date of the Change in Control,
the Remaining Share Value Amount (such maximum amount, the "Maximum Earnout
Amount"). In the event that Buyer and Seller are unable to reach agreement on
the Change in Control Share Consideration Amount prior to the occurrence of a
Change in Control, the Change in Control Share Consideration Amount shall be
equal to the Maximum Earnout Amount and be made in the form of FM Ordinary
Shares (the "Maximum Earnout Share Consideration").
(b) Within fifteen (15) Business Days of the occurrence of a Change in
Control, Buyer shall notify Seller of the closing (the "Change in Control
Earnout Closing") of the transactions contemplated by this Section 2.5,
including the location and date (the "Change in Control Earnout Closing Date")
in a notice to Seller duly signed and delivered by Buyer (the "Change in Control
Earnout Closing Notice").
(c) Within fifteen (15) days following the issuance of the Change in
Control Closing Notice, Buyer shall:
(i) issue to Seller the Change in Control Share Consideration;
and
(ii) deliver to Seller true copies of the register of members of
Buyer indicating the transfer to Seller and registration in the name
of Seller of FM Ordinary Shares in respect of the Change in Control
Share Consideration.
SECTION 2.6. Management Dismissal Earnout Closing. (a) If at any time
prior to and excluding the Residual Earnout Closing Date, Buyer dismisses
without Cause (a "Dismissal Earnout Event") Xx. XXX Zhi ("Protected
Management"), Seller shall be entitled to receive the Maximum Earnout Amount in
the form of FM Ordinary Shares (the "Dismissal Earnout Share Consideration") on
an accelerated basis in accordance with the provisions of this Section 2.6.
(b) If Seller believes that a Dismissal Earnout Event has occurred,
Seller shall notify Buyer in writing of such event within seven (7) of the
receipt by the Protected Management of the notice of the dismissal by Buyer (the
"Alleged Dismissal Earnout Event").
(c) If Buyer agrees that a Dismissal Earnout Event has occurred,
within seven (7) days of receipt of Seller's notification of the Alleged
Dismissal Earnout Event, Buyer shall notify Seller of the closing (the
"Dismissal Earnout Closing") of the transactions contemplated by this Section
2.6, including the location and date (the "Dismissal Earnout Closing Date") in a
notice to Seller duly signed and delivered by Buyer (the "Dismissal Earnout
Closing Notice"),
(d) If Buyer disagrees that a Dismissal Earnout Event has occurred,
Buyer shall notify Seller of its disagreement within seven (7) days of receipt
of Seller's notification of the Alleged Dismissal Earnout Event. Buyer and
Seller shall resolve such dispute in accordance with the provisions of Section
10.15 of this Agreement. If, pursuant to the dispute resolution mechanism set
forth in Section 10.15 of this Agreement, it is determined that the Alleged
Dismissal Earnout Event did not constitute a Dismissal Earnout Event, such
determination shall be definitive and no Dismissal Earnout Share Consideration
will be payable by Buyer to Seller. If, pursuant to the dispute resolution
mechanism set forth in Section 10.15 of this Agreement, it is determined that
the Alleged Dismissal Earnout Event constituted a Dismissal Earnout Event,
within fifteen (15) Business Days of such determination, Buyer shall dispatch a
Dismissal Earnout Closing Notice to Seller.
(e) Within fifteen (15) days following the issuance of the Dismissal
Earnout Closing Notice, Buyer shall:
(i) issue to Seller the Dismissal Earnout Share Consideration;
and
(ii) deliver to Seller true copies of the register of members of
Buyer indicating the transfer to Seller and registration in the name
of Seller of FM Ordinary Shares in respect of the Dismissal Earnout
Share Consideration.
SECTION 2.7. Share Splits and Other Similar Events. Any number of
shares to be delivered pursuant to this Article II shall be equitably adjusted
in the event of any stock split, stock dividend, recapitalization,
reorganization, share issuance, or other transaction similarly affecting such
shares after the date hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES
The Seller Parties, jointly and severally, represent and warrant to
Buyer as follows as of the date hereof:
SECTION 3.1. Due Organization, Good Standing and Power. (a) Seller is
a company duly organized, validly existing and in good standing under the laws
of the British Virgin Islands. Seller has the requisite power and authority
(corporate and other) to own, lease and operate its assets and to conduct the
business now being conducted by it and is duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification. Seller has all
requisite power and authority to enter into this Agreement and the Ancillary
Documents to which it is a party and to perform its obligations hereunder and
thereunder.
(b) The Company is a holding company and has no business activities.
The Company has no Liabilities or obligations and is not party to any Contract,
other than (i) this Agreement, the Ancillary Documents to which it is a party
and such Contracts as are described in Schedule 3.1, and (ii) any Liabilities or
obligations relating solely to the transactions contemplated by this Agreement,
the Ancillary Documents or the Contracts described in Schedule 3.1.
SECTION 3.2. Authorization, Enforceability. Each of the Seller Parties
that is not an individual has been duly organized, is validly existing, and is
in good standing in its jurisdiction of organization. Each of the Seller Parties
that is not an individual is in good standing in its jurisdiction of
incorporation and has the corporate power and authority to execute and deliver
this Agreement and the Ancillary Documents to which it is a party and perform
its obligations hereunder and thereunder. The execution and delivery of this
Agreement and the Ancillary Documents to which it is a party by each of the
Seller Parties and the performance by each of them of their respective
obligations hereunder and thereunder have been duly authorized by all necessary
corporate action on the part of each such party. Each of this Agreement and the
Ancillary Documents to which it is a party has been duly executed and delivered
by each of the Seller Parties and, assuming due authorization, execution and
delivery by the other party/parties thereto, constitutes a valid and binding
agreement of each of the Seller Parties, enforceable against each of them in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar Laws
relating to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at Law).
SECTION 3.3. Capitalization; Ownership and Transfer of Shares; Valid
Issuance.
(a) The Shares set forth in Schedule 3.3 hereto constitute the only
equity capital of the Company. All of the Shares were duly authorized for
issuance and are validly issued, fully paid and non-assessable.
(b) Seller is the only record and beneficial owner of the Shares and
has good and marketable title to the Shares, free and clear of any and all
Encumbrances. Seller has the corporate or other applicable organizational power
and authority to sell, transfer, assign and deliver the Shares as provided in
this Agreement, and such delivery will convey to Buyer good and valid title to
the Shares, free and clear of any and all Encumbrances.
SECTION 3.4. Group Companies. (a) Schedule 3.4 sets forth for each of
the Group Companies (i) its jurisdiction of incorporation, formation or
organization, as applicable, and (ii) the number of authorized, issued and
outstanding shares of each class of its capital stock or other authorized,
issued and outstanding equity interests, as applicable, the names of the holders
thereof, and the number of shares or percentage interests, as applicable, held
by each such holder. Except as set forth in Schedule 3.4, each of the Group
Companies is duly incorporated or formed, as applicable, validly existing and,
in good standing under the Laws of its jurisdiction of incorporation or
formation, as applicable, has the requisite corporate or similar power and
authority (corporate and other) to own, lease and operate its assets and to
carry on its business now being conducted by it, and is duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, except for such
failure as would not reasonably be expected to have a Material Adverse Effect.
All the issued and outstanding shares of capital stock or other equity interests
of the Group Companies are owned of record, free and clear of any Encumbrances
except as set forth in Schedule 3.4. All of such issued and outstanding shares
of the Group Companies have been validly issued, are fully paid and
nonassessable and have not been issued in violation of any preemptive or similar
rights. Except as set forth on Schedule 3.4, there is no existing option,
warrant, call, right, commitment or other agreement of any character to which
any Seller Party or Group Company is a party requiring, and there are no
securities of any Group Company outstanding which upon conversion or exchange
would require, the issuance, sale or transfer or repurchase or redemption or
otherwise acquisition of any additional shares of capital stock, issued or
unissued, or other equity securities of such Group Company or other securities
convertible into, exchangeable for or evidencing the right to subscribe for or
purchase shares of capital stock or other equity securities of such Group
Company or relating to dividends or voting rights. Except as set forth on
Schedule 3.4 and as contemplated by the Structure Agreements, the Control
Agreements and Section 5.18 of this Agreement, neither any Seller Party nor any
Group Company is a party to any voting trust, other voting agreement or Contract
with respect to any of the Shares or to any agreement relating to the issuance,
sale, redemption, transfer or other disposition of the capital stock of any
Group Companies.
(b) No shares of capital stock or other equity or ownership interests
of any Group Company have been issued in violation of any rights, agreements,
arrangements or commitments under any provision of applicable Law, the
certificate of incorporation or bylaws or comparable organizational documents of
any Group Company or any Contract to which the Group Company is a party or by
which the Group Company is bound.
SECTION 3.5. Corporate Records. Seller has made available to Buyer
true, correct and complete copies of the certificates of incorporation, by-laws
or comparable organizational documents and business licenses of each Group
Company. Such certificates of incorporation, by-laws, or comparable
organizational documents and business licenses are in full force and effect.
None of the Group Companies is in violation of any of the provisions of its
certificate of incorporation, bylaws or comparable organizational documents. The
transfer books and minute books of each Group Company that have been made
available for inspection by Buyer prior to the date hereof are true and
complete. All information set forth in Schedule 3.5, including without
limitation the parties, transactions and dates described therein, is true,
accurate and complete.
SECTION 3.6. Financial Statements. (a) Attached hereto as Schedule 3.6
is a copy of the unaudited management accounts of InfoAchieve and its
Subsidiaries as of September 30, 2005 and for the two one-month periods ended
August 31, 2005 and September 30, 2005. Such management accounts are
collectively referred to herein as the "Financial Statements." The Financial
Statements (i) are true, correct and complete and have been prepared in
accordance with the books and records of InfoAchieve and its subsidiaries, (ii)
have been prepared in accordance with the accounting standards which the Company
has historically applied, which were applied on a consistent basis throughout
the periods indicated therein, and (iii) fairly present, in all material
respects, the financial condition and results of operations and cash flows of
the business of InfoAchieve and its subsidiaries, as of and for the periods to
which they relate. For the purposes hereof, the consolidated balance sheet of
InfoAchieve and its subsidiaries as of September 30, 2005, which is included in
the Financial Statements, is referred to as the "Balance Sheet" and September
30, 2005 is referred to as the "Balance Sheet Date". The books of account and
financial records of each Group Company are true and correct and have been
prepared and are maintained in accordance with sound accounting practice. None
of the Group Companies has made any changes in its accounting methods or
practices since the Balance Sheet Date.
(b) Since the Balance Sheet Date, none of the Group Companies has
sustained any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree; and, since
the latest Balance Sheet Date, there has not been any material change in the
share capital, short term debt or long term debt of any of the Group Companies
or any Material Adverse Change or any development involving a prospective
Material Adverse Change.
(c) The Company maintains a system of internal accounting controls
intended to provide reasonable assurance that: (i) transactions are executed in
accordance with management's general or specific authorizations; (ii)
transactions are recorded in reasonable detail, accurately and fairly reflect
the transactions and dispositions of assets of such entity as necessary to
permit preparation of financial statements in conformity the accounting
principles purported to be use by the Company in its preparation of the
Financial Statements; (iii) access to assets is permitted only in accordance
with management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with existing assets at reasonable
intervals and appropriate actions are taken with respect to any differences
(d) There are no liabilities of any kind whatsoever (whether absolute,
accrued, contingent or otherwise, and whether due or to become due) that are
required to be reflected in the Financial Statements, other than liabilities and
obligations reflected or reserved against the Balance Sheet or disclosed in the
notes thereto.
(e) None of the Group Companies is engaged in any trading activities
involving commodity contracts or other trading contracts which are not currently
traded on a securities or commodities exchange and for which the market value
cannot be determined.
SECTION 3.7. No Approvals or Conflicts. Except as set forth in
Schedule 3.7A, the execution, delivery and performance by each of the Seller
Parties of this Agreement and the Ancillary Documents to which it is a party,
and the consummation by each of the Seller Parties of the transactions
contemplated hereby and thereby do not and will not (i) violate, conflict with
or result in a breach by any of the Seller Parties of the organizational
documents of any of the Seller Parties or the Group Companies, (ii) violate,
conflict with or result in a breach of, or constitute a default by any of the
Seller Parties or the Group companies (or create an event which, with notice or
lapse of time or both, would constitute a default) or give rise to any right of
termination, cancellation or acceleration under, or result in the creation of
any Encumbrance upon any of the properties of any of the Seller Parties or the
Group Companies or on the Shares under, any note, bond, mortgage, indenture,
deed of trust, license, franchise, permit, lease, contract, agreement or other
instrument to which any of the Seller Parties or the Group Companies or any of
their respective properties may be bound, (iii) violate or result in a breach of
any Governmental Order or Law applicable to any of the Seller Parties or the
Group Companies or any of their respective properties or (iv) require any order,
consent, approval or authorization of, or notice to, or declaration, filing,
application, qualification or registration by the Seller Parties and the Group
Companies with, any Governmental Authority, except in the cases of (ii), (iii)
and (iv) above, where such violation, conflict, breach, default, termination,
acceleration, cancellation or failure to give notice, register or obtain
approval would not reasonably be expected to have a Material Adverse Effect.
Except as set forth in Schedule 3.7A, no Governmental Authorizations are
required for the execution, delivery and performance by the Seller Parties and
the Group Companies of this Agreement and the Ancillary Documents and the
consummation by the Seller Parties of the transactions contemplated hereby and
thereby.
SECTION 3.8. Compliance with Law; Governmental Authorizations. None of
the Group Companies is in violation of any Governmental Order or Law applicable
to them or any of their respective properties, except where any such violation
would not reasonably be expected to have a Material Adverse Effect.
SECTION 3.9. Licenses. Each of the Group Companies has obtained all
material licenses, franchises, concessions, consents, authorizations, approvals,
orders, certificates and permits of and from, and has made all declarations and
filings with, all Governmental Authorities necessary for the conduct of the
Business and such licenses, consents, authorizations, approvals, orders,
certificates or permits contain no materially burdensome restrictions or
conditions. To the Knowledge of the Seller Parties, no regulatory body is
considering modifying, suspending or revoking any such licenses, consents,
authorizations, approvals, orders, certificates or permits and each of the Group
Companies is in compliance with the provisions of all such licenses, consents,
authorizations, approvals, orders, certificates or permits.
SECTION 3.10. Litigation. There are no suits, actions, arbitrations,
proceedings or investigations pending or, to the Knowledge of the Seller
Parties, threatened against any of the Seller and the Group Companies.
SECTION 3.11. Absence of Certain Changes. Except as set forth in
Schedule 3.11 or as contemplated by this Agreement, the Business has been
conducted only in the ordinary course consistent with past practice in all
material respects. Without limiting the generality of the foregoing, except as
set forth in Schedule 3.11, and as otherwise contemplated by this Agreement,
since the Balance Sheet Date there has not been:
(a) any material damage, destruction or loss (whether or not covered
by insurance) affecting the business or assets of the Group Companies,
individually or taken as a whole;
(b) any sale, purchase, option, subscription, warrant, call,
commitment or agreement of any character granted or made by any of the Group
Companies in respect of its capital stock or other equity interests;
(c) any declaration, setting aside or payment of any dividend or other
distribution in respect of any shares of capital stock of any Group Company or
any repurchase, redemption or other acquisition by any Group Company of any
outstanding shares of capital stock or other securities of, or other ownership
interest in, any Group Company;
(d) any material loans, advances or capital contributions to, or
investments in, any Person or payment of any fees or expenses to any Seller
Party or any Affiliate of any Seller Party;
(e) any acquisition of assets or other disposition of assets by any of
the Group Companies, excluding (i) any single acquisition or disposition of
assets which does not exceed RMB 1,000,000, (ii) one or more acquisitions or
dispositions of assets the aggregate value of which does not exceed RMB
2,000,000 and (iii) acquisitions of assets in the ordinary course of business
and capital expenditures;
(f) other than the Acquisitions, any merger or consolidation by any of
the Group Companies with any Person;
(g) capital expenditures by any of the Group Companies, which in the
aggregate exceed RMB1,000,000;
(h) any incurrence, assumption or guarantee of any indebtedness for
borrowed money by any of the Group Companies other than intercompany loans from
any of the Seller Parties or their subsidiaries in the ordinary course of
business;
(i) any Encumbrance of material assets of any of the Group Companies,
other than Permitted Encumbrances;
(j) any increase in the compensation of employees of any of the Group
Companies other than in the ordinary course of business;
(k) any loan made by any of the Group Companies to any director,
officer or other member of senior management of any of the Group Companies other
than travel and business expense advances which in the aggregate exceed RMB
500,000;
(l) any material change in the accounting methods or practices
followed by any of the Group Companies (other than such changes that have been
required by Law or U.S. GAAP); or
(m) any agreement or commitment by any of the Group Companies to do
any of the foregoing.
SECTION 3.12. Tax Matters. Except as set forth on Schedule 3.12:
(a) (i) All income Tax Returns required to be filed by or on behalf of
any Group Company have been accurately prepared in all material respects and
filed in a timely manner (within any applicable extension periods) and are true,
correct and complete in all material respects, (ii) all Taxes shown to be due on
such Tax Returns have been timely paid in full or will be timely paid in full by
the due date thereof, and the Group Companies have adequately provided for all
Taxes for which they are required to provide, except where any failure to pay or
underpayment would not reasonably be expected to have a Material Adverse Effect,
(iii) none of the Group Companies had liability for Taxes in excess of the
accruals for Taxes reflected on the Financial Statements and (iv) no material
claims are being asserted in writing with respect to any Taxes of any of the
Group Companies;
(b) Each of the Group Companies is and has been in compliance with all
applicable Laws relating to the payment, withholding and exemptions of Taxes and
has duly and timely withheld from employee salaries, wages and other
compensation and has paid over to the appropriate taxing authorities all amounts
required to be so withheld and paid over for all periods under all applicable
Laws, except where any such noncompliance would not reasonably be expected to
have a Material Adverse Effect;
(c) Seller Parties have made available to Buyer complete copies of (i)
all material income Tax Returns of the Group Companies relating to the taxable
periods ending after January 1, 2000, (ii) the portions of any audit report
issued within the last five (5) years relating to any adjustments of any Group
Company and (iii) all applications to qualify for Tax exemptions;
(d) No submissions made to any Government Authority in connection with
obtaining its Tax exemptions contained any misstatement or omission that would
have affected the granting of its Tax exemptions.
(e) No claim has been made by any taxing authority in any jurisdiction
where each Group Company does not file Returns that it is or may be subject to
Tax by that jurisdiction. No extensions or waivers of statutes of limitations
with respect to any Tax Returns have been given by or requested from any Group
Company. There are no audits or investigations by any taxing authority of any of
the Group Companies in progress nor, to the Knowledge of the Seller Parties is
there any pending or threatened audit or investigation by any Government
Authority;
(f) All deficiencies asserted or assessments made against any Group
Company as a result of any examinations by any taxing authority have been fully
paid and no rationale underlying a claim for Taxes has been asserted previously
by any taxing authority that reasonably could be expected to be asserted in any
other period;
(g) No Group Company is a party to any tax indemnity, tax allocation
or tax sharing or similar agreement or arrangement (whether or not written)
pursuant to which it will have any obligation to make any payments after the
First Closing; and
(h) Other than Encumbrances, the effectiveness of which does not
require notification or registration by any third party, there are no
Encumbrances for Taxes upon the assets of any Group Company.
SECTION 3.13. Officers, Employees and Labor.
(a) Each of the Group Companies has complied in all material aspects
with all applicable Laws relating to the employment of labor, including
provisions thereof relating to wages, hours, social welfare, equal opportunity
and collective bargaining. There is no organized labor strike, dispute, slowdown
or claim pending, or to the Knowledge of the Seller Parties, threatened, against
or affecting any of the Group Companies. None of the Group Companies has any
Contract with any labor union.
(b) None of the employees of the Group Companies is obligated under
any Contract, or subject to any Governmental Order, that would interfere with
the use of his or her best efforts to promote the interests of the Group
Companies, that would conflict with the Business as proposed to be conducted or
that would prevent such officers, employees or consultants from assigning to a
Group Company inventions conceived or reduced to practice or copyrights for
materials developed in connection with services rendered to the Group Company.
The following will not conflict with or result in a breach of the terms,
conditions or provisions of, or constitute a default under, any Contract under
which any of such employees is now obligated: (i) the execution, delivery and
performance of any of this Agreement and the Ancillary Documents; (ii) the
carrying on of any Group Company's business by the employees thereof; and (iii)
the conduct of the Business of any Group Company as currently conducted or as
proposed to be conducted. To the Knowledge of the Seller Parties, it is not nor
will it be necessary to utilize any inventions of any employees of the Group
Companies (or people or the Group Companies currently intend to hire) made prior
to or outside the scope of their employment by the Group Companies.
(c) None of the execution, delivery and performance of any of this
Agreement and the Ancillary Documents will (either alone or upon the occurrence
of any additional or subsequent event) constitute an event under any benefit
plan or individual agreement that will or may result in any payment (whether of
severance pay or otherwise), acceleration, vesting or increase in material
benefits with respect to any employee, former employee, consultant, agent or
director of the Group Companies.
(d) Except as required by applicable laws and regulations, none of the
Group Companies has any obligation to provide retirement, death or disability
benefits to any of the present or past employees of the Group Companies, or to
any other person.
(e) None of the Seller Parties and the businesses or entities operated
or owned by the Seller Parties, nor, to the Knowledge of the Seller Parties, any
of their respective officers, directors, supervisors, managers or employees
have, directly or indirectly, owned any interest, in
any entity, or have entered into any transactions, that may compete with the
Group Companies, or are otherwise involved in the Business.
(f) Except as disclosed in Schedule 3.13, (i) no material labor
dispute, work stoppage, slow down, strike or other conflict with the employees
of any of the Group Companies exists or, to the Knowledge of the Seller Parties,
is threatened or contemplated against the Group Companies; (ii) none of the
Group Companies is engaged in any unfair labor practice (iii) there is no unfair
labor practice complaint pending or, to the Knowledge of the Seller Parties,
threatened against any of the Group Companies before any competent Governmental
Agency, and no grievance or arbitration proceeding arising out of or under
collective bargaining agreements is pending or threatened; and (iv) there has
been no violation of any laws, regulations, rules, orders, decrees, guidelines,
judicial interpretations, notices or other legislation of the British Virgin
Islands, the PRC, Hong Kong, the United States or any other jurisdiction
applicable to any of the Group Companies relating to discrimination in the
hiring of employees, social welfare benefits, equal opportunity, collective
bargaining, promotion or pay of employees, applicable wage or hour laws, the
payment or withholding of payroll or similar taxes for employees, or any other
applicable law or regulation concerning the employees of the Group Companies,
except, in the case of (iv) above, where any such violation would not reasonably
be expected to have a Material Adverse Effect.
SECTION 3.14. Loans. Except as described in the Structure Agreements
and Schedule 3.14, none of the Group Companies has, directly or indirectly: (A)
extended credit, arranged to extend credit, or renewed any extension of credit,
in the form of a personal loan, to or for any director or executive officer of
the Seller Parties and the Group Companies, or to or for any family member or
Affiliate of any director or executive officer of the Seller Parties and the
Group Companies; or (B) made any material modification, including any renewal
thereof, to any term of any personal loan to any director or executive officer
of the Seller Parties and the Group Companies, or any family member or Affiliate
of any director or executive officer, which loan was outstanding as of the date
hereof.
SECTION 3.15. Prohibited Payments. None of the Group Companies, nor
any director, officer, agent, employee or other person associated with or acting
on behalf of the Group Companies, has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to a
political activity, made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the Foreign Corrupt Practices Act of 1977; or
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.
SECTION 3.16. Share Option and Other Plans.
(a) Except as set forth on Schedule 3.16, none of the Group Companies
has any pension, profit sharing, stock option, employee stock purchase or other
plan providing for incentives or other compensation to employees (aside from any
salary payable in thereto in the ordinary course), or any other employee benefit
plan. Seller has delivered to Buyer true, correct and complete copies of all
documents, summary plan descriptions, insurance Contracts, third party
administration Contracts and all other documentation of the Group Companies
created to embody all benefit plans, plus descriptions of any benefit plans that
have not been reduced to writing.
Except for required contributions or benefit accruals for the current plan year,
no material liability has been or is expected to be incurred by any of the Group
Companies under or pursuant to any applicable Law relating to benefit plans and,
to the Knowledge of Seller Parties, no event, transaction or condition has
occurred or exists that could result in any such liability to any of the Group
Companies. Each of the benefit plans listed in Schedule 3.16 is and has at all
times been in compliance in all material respects with all applicable provisions
of applicable Law.
(b) Schedule 3.16 sets for all outstanding share options of Seller.
All outstanding share options of InfoAchieve have been cancelled.
SECTION 3.17. Intellectual Property.
(a) The Group Companies have rights or rights to acquire on
commercially reasonable terms all Intellectual Property material to the
Business, including any Intellectual Property held by any senior management of
the Group Companies, as set forth in Schedule 3.17.
(b) None of the Group Companies has taken any action or failed to take
any action that could reasonably be expected to result in the abandonment,
cancellation, forfeiture, relinquishment, invalidation or unenforceability of
any of the registered Intellectual Property material to the Business (including
the failure to pay any filing, examination, issuance, post registration and
maintenance fees, annuities and the like and the failure to disclose any known
material prior art in connection with the prosecution of patent applications).
Each Group Company has taken all reasonable steps in accordance with standard
industry practices to protect its rights in its Intellectual Property and at all
times has maintained the confidentiality of all information that constitutes or
constituted a trade secret of each Group Company.
(c) The material licenses licensed to any Group Company by a third
party licensor are in full force and effect, and none of the Group Companies is
in default under any of such licenses, and no Person who is a party to any of
such licenses has exercised any termination rights with respect thereto.
(d) (i) No Group Company is a party to any pending legal proceedings
which involve a claim of infringement, unauthorized use, or violation of any
intellectual property right by any Person against such Group Company or
challenging the ownership, use, validity or enforceability of, any material
Intellectual Property owned by or exclusively licensed to such Group Company,
and (ii) no Group Company has received any notice or claim challenging a Group
Company ownership of any of the Intellectual Property owned (in whole or in
part), nor to the Knowledge of Seller Parties is there a reasonable basis for
any claim that a Group Company does not so own any of such Intellectual
Property. All of each Group Company's rights in and to material Intellectual
Property owned by such Group Company are valid and enforceable. No Intellectual
Property owned by or licensed to the Group Companies is subject to any
outstanding order, judgment or decree restricting the use or licensing thereof
by the Group Companies.
(e) To the Knowledge of Seller Parties, no Person is infringing,
violating, misusing or misappropriating any material Intellectual Property owned
by any Group Company, and no written claims have been made against any Person by
any Group Company.
(f) The consummation of the transactions contemplated hereby and
thereby will not result in the loss or impairment of Buyer's right to own or use
any of the material Intellectual Property owned by any Group Company.
SECTION 3.18. Contracts.
(a) Except as set forth on Schedule 3.18, none of the Group Companies
is bound by (i) any Contract which contains restrictions with respect to payment
of dividends or any other distribution in respect of its capital stock,
partnership interests or membership interests, (ii) any Contract requiring the
applicable Group Company to make future capital expenditures in excess of RMB
500,000 (either individually or in the aggregate), (iii) any Contract relating
to indebtedness of the applicable Group Company, (iv) any loan or advance by a
Group Company to, or investment by a Group Company in, any Person, in each case,
which involves an amount in excess of RMB500,000, or any agreement, contract or
commitment relating to the making of any such loan, advance or investment, (v)
any Contract with a Group Company, or any management, service, consulting or any
other similar type of Contract requiring payment of fees in excess of RMB500,000
per year, (vi) any material warranty, guaranty or similar undertaking with
respect to contractual performance extended by any Group Company other than in
the ordinary course of business, (vii) any material Contract that cannot be
terminated by a Group Company that is a party to such Contract without liability
upon less than ninety (90) days' notice, (viii) any collective bargaining
agreement with any labor union or other representative of employees, (ix) any
Contract that governs any joint venture, partnership or other cooperative
arrangement or any other relationship involving a sharing of profits, (x) any
Contract that would result in the merger with or into or consolidation into
another Person, (xi) any Contract for the sale of any of the assets of any Group
Company or for the grant to any Person of any preferential rights to purchase
any of its assets, (xii) any Contract that requires a consent to or otherwise
contains a provision relating to a "change in control", or that would prohibit
or delay the consummation of the transactions contemplated by this Agreement or
the Ancillary Documents, (xiv) any Contract with any Governmental Authority, or
(xv) any material amendment, modification or supplement in respect of any of the
foregoing made other than in the ordinary course of business consistent with
past practice (each of (i)-(xv), a "Material Contract").
(b) True and correct copies (or, if oral, written summaries) of each
of the Material Contracts have been made available to the Buyer.
(c) Except as set forth in Schedule 3.18, each Material Contract is in
full force and effect, and is a valid and binding agreement of the relevant
Group Company and each of the other parties thereto, enforceable against the
Group Company in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar Laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at Law)
and an implied covenant of good faith and fair dealing. Except as set forth on
Schedule 3.18, no condition exists or event has occurred that (whether with or
without notice or lapse of time or both) would constitute a default by (x) any
of the Group Companies under any Material Contract or (y) to the Knowledge of
the Seller Parties, any other party to any Material Contract.
SECTION 3.19. Frame Placement Contracts.
(a) For each location where any Group Company maintains a frame
display (a "Frame Unit") with respect to which the Group Company has the right
to sell advertising time to third-parties, the Group Company has entered into a
Contract (a "Frame Placement Contract") with the owner or manager of the
building in which the Frame Unit is located or with a third-party who has
secured the rights to such location from the owner or manager of the building
where the Frame Unit is located, securing the location of the Frame Unit for
such purposes. Except for the Acquired Business, each Frame Placement Contract
is substantially in the form of Framedia Advertising's standard frame placement
contract, a copy of which has been provided to Buyer.
(b) Each of the Group Companies which is a party to and, to the
knowledge of the Seller Parties, each of the other parties to, the Frame
Placement Contracts has full power, authority and legal right to enter into,
execute, adopt, assume, issue, deliver and perform their respective obligations
under each of the Frame Placement Contracts to which they are a party, and has
authorized, executed and delivered each of the Frame Placement Contracts to
which they are a party, and such obligations constitute valid, legal and binding
obligations enforceable against each of them in accordance with the terms of
each of the Frame Placement Contracts. Each Frame Placement Contract is in
proper legal form under PRC laws and regulations for the enforcement thereof
against each of the parties thereto in the PRC without further action by any of
them. The execution, delivery and performance of each Frame Placement Contract
by the parties thereto did not and is not reasonably expected to (A) result in
any violation of the business license, articles of association, other
constitutional documents (if any) or permits of the Group Companies or, to the
Knowledge of the Seller Parties, any of the other parties thereto; (B) result in
any violation of or penalty under any laws, regulations, rules, orders, decrees,
guidelines, judicial interpretations, notices or other legislation of the PRC as
in effect as of the date hereof, including without limitation, any applicable
building or zoning ordinances, covenants, or restrictions; or (C) conflict with
or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any other Contract, license, indenture, mortgage,
deed of trust, loan agreement, note, lease or other agreement or instrument in
effect as of the date hereof to which any of them is a party or by which any of
them is bound or to which any of their property or assets is subject, except
with regard to (B) and (C) above, any such violation, penalty, conflict, breach
or default as would not reasonably be expected to result in a Material Adverse
Effect.
(c) Each Frame Placement Contract is in full force and effect and none
of the Group Companies which is a party to or, to the Knowledge of the Seller
Parties, the other parties to, any Frame Placement Contract is in breach or
default in the performance or observance of any of the terms or provisions
thereof. None of the parties to any Frame Placement Contract has sent or
received any communication regarding termination of, or intention not to renew,
any of the display placement agreements, and no such termination or non-renewal
has been threatened by any of the parties thereto, except where any such
termination or non-renewal would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No breach or default,
alleged breach or default, or event which would (with the passage of time,
notice or both) constitute a breach or default under any of the Frame Placement
Contracts by any Group Company, as the case may be, or any other party or
obligor with respect thereto, has occurred or as a result of this Agreement or
any Ancillary Document, or the performance hereof or thereof, will occur, except
where such breach, default or event would not reasonably be expected to have a
Material Adverse Effect.
(d) Each Group Company has rights of access sufficient to install,
replace, upgrade, inspect, maintain, monitor and repair the frame displays that
are intended to be placed in the locations contemplated by each Frame Placement
Contract to which it is a party. Other than Framedia Advertising and Guangdong
Shiji Shenghuo Advertising Co., Ltd., none of Seller and the other Group
Companies is a party to any Frame Placement Contracts.
(e) Consummation of the transactions contemplated by this Agreement
and the Ancillary Documents will not (and will not give any Person a right to)
terminate or modify any rights of, or accelerate or augment any obligation of,
any Group Company under any Frame Placement Contract.
SECTION 3.20. Certain Transactions. Except as set forth in Schedule
3.20, (i) none of the Group Companies is indebted, either directly or
indirectly, to any Related Party in any amount whatsoever, other than for
payment of salary for services rendered and reasonable expenses, (ii) no Related
Party is indebted to any of the Group Companies or has any direct or indirect
ownership interest (other than as a result of any ownership interest held in the
Company) in any of the Group Companies, (iii) no Related Party has any direct or
indirect ownership interest, or contractual relationship, with any Person with
which any of Group Companies has a business relationship or any Person which,
directly or indirectly, competes with any of the Group Companies, and (iv) no
Related Party is, directly or indirectly, a party to or otherwise an interested
party with respect to any Contract (or, to the Knowledge of any Seller Party,
any oral Contract) with any Group Company.
SECTION 3.21. Structure Agreements. Schedule 3.21 sets forth all of
the Structure Agreements, which constitute all of the agreements, contracts and
instruments enabling InfoAchieve to control and consolidate with its financial
statements each Group Company.
SECTION 3.22. Acquisitions. (a) Schedule 3.22A sets forth all of the
companies, entities, businesses, assets, liabilities and obligations acquired by
the Group Companies in connection with the Acquisitions. Schedule 3.22A sets
forth all of the agreements, Contracts and instruments entered into by the Group
Companies in connection with the Acquisitions.
(b) Except for the transfer ("Residual Transfer") from an Acquired
Business to any of the Group Companies of any agreements relating to the
placement of frames in elevators and elevator bank areas, each of the
Acquisitions has been consummated and completed pursuant to the applicable
Acquisition Agreements. Schedule 3.22B hereto includes all of the agreements
relating to the placement of frames in elevator and elevator bank areas that
have been transferred from the Acquired Businesses to the Group Companies as of
the date of such schedule.
(c) Each of the Group Companies which is a party to and, to the
Knowledge of the Seller Parties, each of the other parties to, any of the
Acquisition Agreements has full power, authority and legal right to enter into,
execute, adopt, assume, issue, deliver and perform its respective obligations
under each of the Acquisition Agreements to which it is a party, and has
authorized, executed and delivered each of the Acquisition Agreements to which
they are a party, and such obligations constitute valid, legal and binding
obligations enforceable against such party in accordance with the terms of each
of the Acquisition Agreements. Each of the Acquisition
Agreements is in proper legal form under relevant laws and regulations for the
enforcement thereof against each of the parties thereto without further action
by any of them. The execution, delivery and performance of each of the
Acquisition Agreements by the parties thereto, and the consummation of the
transactions contemplated thereunder (taken individually or together as a
whole), did not and are not reasonably expected to (A) result in any violation
of the business license, articles of association, other constitutional documents
(if any) or permits of the Group Companies or, to the Knowledge of the Seller
Parties, any of the other parties thereto each as in effect as of the date
hereof; (B) result in any violation of or penalty under any laws, regulations,
rules, orders, decrees, guidelines, judicial interpretations, notices or other
legislation of the PRC each as in effect as of the date hereof; or (C) conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any other contract, license, indenture, mortgage,
deed of trust, loan agreement, note, lease or other agreement or instrument each
as in effect as of the date hereof to which any of them is a party or by which
any of them is bound or to which any of their property or assets is subject,
except with regard to (B) and (C) above, any such violation, penalty, conflict,
breach or default as would not reasonably be expected to result in a Material
Adverse Effect. Except for any of the payments (a "Residual Payment") set forth
in Schedule 3.22C and the Residual Transfers, all of the parties to the
Acquisition Agreements have fully performed all of their obligations under each
of the Acquisition Agreements to which they are a party and all the transactions
contemplated under each of the Acquisition Agreements have been consummated in
accordance with the terms thereof, including without limitation registration
with the relevant PRC governmental authorities necessary to make the
Acquisitions effective under PRC laws and regulations.
SECTION 3.23. Compliance with Laws.
(a) Except as set forth in Schedule 3.23, each of the Group Companies
is, and at all times has been, in full compliance with all applicable Laws
except where any such noncompliance would not reasonably be expected to have a
Material Adverse Effect.
(b) No event has occurred or circumstance exists that (with or without
notice or lapse of time) (i) may constitute or result in a violation by any of
the Group Companies of, or a failure on the part thereof to comply with, any
applicable Law where any such violation or failure would reasonably expected to
have a Material Adverse Effect, or (ii) may give rise to any obligation on the
part of any of the Group Companies to undertake, or to bear all or any portion
of the cost of, any remedial action of any nature and any such obligation would
reasonably be expected to have a Material Adverse Effect. None of the Group
Companies has received any notice or other communication (whether oral or
written) from any Governmental Authority regarding (x) any actual, alleged, or
potential violation of, or failure to comply with, any applicable Law, or (y)
any actual, alleged, or potential obligation on the part of any Group Company to
undertake, or to bear all or any portion of the cost of, any remedial action of
any nature.
(c) None of the Group Companies or any director, officer, agent,
employee, or any other Person associated with or acting for or on behalf of the
foregoing, has offered, paid, promised to pay, or authorized the payment of any
money, or offered, given a promise to give, or authorized the giving of anything
of value, to any Government Official, to any political party or official thereof
or to any candidate for political office (or to any Person where such Group
Company, director, officer, agent, employee or other Person knew or was aware of
a high
probability that all or a portion of such money or thing of value would be
offered, given or promised, directly or indirectly, to any Government Official,
political party, party official, or candidate for political office) for the
purposes of:
(i) (x) influencing any act or decision of such Government
Official, political party, party official, or candidate in his or its
official capacity, (y) inducing such Government Official, political
party, party official or candidate to do or omit to do any act in
violation of the lawful duty of such Government Official, political
party, party official or candidate, or (z) securing any improper
advantage, or
(ii) inducing such Government Official, political party, party
official, or candidate to use his or its influence with any Government
Authority to affect or influence any act or decision of such
Government Authority, in order to assist such Group Company in
obtaining or retaining business for or with, or directing business to
any Group Company.
(d) To the Knowledge of Seller Parties, none of the beneficial owners
of any interest in any Group Company is a Government Official.
SECTION 3.24. Environmental Matters.
(a) Except as set forth in Schedule 3.24, each of the Group Companies
is in compliance with all Environmental Laws, except where any such
noncompliance would not reasonably be expected to have a Material Adverse
Effect;
(b) None of the Group Companies has received any Environmental Claim
or notice of any threatened Environmental Claim;
(c) None of the Group Companies has entered into, has agreed to, or is
subject to, any decree or order or other similar requirement of any Governmental
Authority under any Environmental Laws; and
(d) None of the Group Companies has Released Hazardous Materials into
the environment in violation of Environmental Laws or in a manner that would
reasonably be expected to result in material liability under Environmental Laws,
and to the Knowledge of the Seller Parties, no other Person has Released
Hazardous Materials into the environment at any property currently owned or
operated by any of the Group Companies in violation of Environmental Laws or in
a manner that would reasonably be expected to result in material liability to
any of the Group Companies under Environmental Laws.
SECTION 3.25. Insurance. None of the Group Companies maintains any
insurance policies under its respective name.
SECTION 3.26. Personal Property Assets.
(a) Except as set forth in Schedule 3.26, each of the Group Companies
has good title to, or holds by valid and existing lease or license, all the
material tangible personal property
assets reflected as assets of the Group Companies on or assets acquired after
the Balance Sheet Date, free and clear of all Encumbrances except for Permitted
Encumbrances.
(b) The Group Companies own, or have valid leasehold interests in, all
material tangible personal property assets necessary for the conduct of the
Business as currently conducted and all such assets are in reasonably good
maintenance, operating condition and repair, normal wear and tear excepted,
other than machinery and equipment under repair or out of service in the
ordinary course of business.
SECTION 3.27. Real Property.
(a) Leased Properties. Schedule 3.27 lists all real property leased or
subleased by any of the Group Companies. The Seller Parties have made available
to Buyer correct and complete copies of the leases and subleases covering the
properties listed in Schedule 3.27. With respect to each lease and sublease and
except as otherwise specified in Schedule 3.27:
(i) such lease or sublease is in full force and effect, in all
material respects;
(ii) (A) no party to the lease or sublease is in material default
beyond any applicable notice, grace or cure period and (B)
none of the Group Companies has received a notice of default
with respect to such lease or sublease; and
(iii) no such lease or sublease has been mortgaged, deeded in
trust or encumbered by the Group Companies.
(b) Land Use Rights. None of the Group Companies owns or has legal or
equitable title or other right or interest in any real property.
SECTION 3.28. No State Assets. None of the assets of the Group
Companies constitute state-owned assets and, inasmuch, are not required to
undergo any form of valuation under applicable Law in the PRC governing the
transfer of state-owned assets prior to the consummation of the transactions
contemplated herein or in any of the Ancillary Documents.
SECTION 3.29. Brokers. Except as set forth in Schedule 3.29, no
finder, broker, agent, financial advisor or other intermediary has acted on
behalf of the Seller Parties, the Group Companies or any of their respective
Affiliates in connection with the negotiation or consummation of this Agreement
or the Ancillary Documents, or any of the transactions contemplated hereby or
thereby. All such negotiations or the consummation of this Agreement or the
Ancillary Documents or any of the transactions contemplated hereby or thereby
will not give rise to any valid claim against any Group Company or Buyer for any
brokerage or finder's commission, fee or similar compensation.
SECTION 3.30. Seller Corporate Documents.
(a) Each of the parties to the Seller Corporate Documents has full
power, authority and legal right to enter into, execute, adopt, assume, issue,
deliver and perform their
respective obligations thereunder to which they are a party, and has authorized,
executed and delivered each of the Seller Corporate Documents to which they are
a party, and such obligations constitute valid, legal and binding obligations
enforceable against each of them in accordance with the terms thereof. The
execution, delivery and performance of each Seller Corporate Documents by the
parties thereto did not and will not (A) result in any violation of the business
license, articles of association, other constitutional documents (if any) or
permits of any of the parties thereto; (B) result in any violation of or penalty
under any laws, regulations, rules, orders, decrees, guidelines, judicial
interpretations, notices or other legislation of the PRC and the British Virgin
Islands, including without limitation, any applicable building or zoning
ordinances, covenants, or restrictions; or (C) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any other Contract, license, indenture, mortgage, deed of trust,
loan agreement, note, lease or other agreement or instrument to which any of
them is a party or by which any of them is bound or to which any of their
property or assets is subject, except with regard to (B) and (C) above, any such
violation, penalty, conflict, breach or default as would not reasonably be
expected to result in a Material Adverse Effect.
(b) Each Seller Corporate Document is in full force and effect and
none of the parties thereto is in breach or default in the performance or
observance of any of the terms or provisions thereof. None of the parties to any
Seller Corporate Document has sent or received any communication regarding
termination of, or intention not to renew, any of the Seller Corporagte
Agreements, and no such termination or non-renewal has been threatened by any of
the parties thereto. No breach or default, alleged breach or default, or event
which would (with the passage of time, notice or both) constitute a breach or
default under any of the Seller Corporate Documents by any of the parties
thereto, or any other party or obligor with respect thereto, has occurred or as
a result of this Agreement or any Ancillary Document, or the performance hereof
or thereof, will occur.
(c) Consummation of the transactions contemplated by this Agreement
and the Ancillary Documents will not (and will not give any Person a right to)
terminate or modify any rights of, or accelerate or augment any obligation of,
any of the parties under the Seller Corporate Documents.
SECTION 3.31. Disclosure. The Seller Parties and the Group Companies
have fully provided Buyer with all the information that Buyer has requested.
None of this Agreement, the Ancillary Documents or any other statements or
certificates or other materials made or delivered, or to be made or delivered to
Buyer in connection herewith or therewith, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
herein or therein not misleading. No representation or warranty by the Seller
Parties in this Agreement or in any Ancillary Document and no information or
materials provided by the Group Companies or the Seller Parties to the Buyer in
connection with its due diligence investigation of the Group Companies or the
negotiation and execution of this Agreement or in any Ancillary Documents
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact required to be stated therein or necessary
in order to make the statement therein, in light of the circumstances in which
they are made, not misleading.
ARTICLE III.A
REPRESENTATIONS AND WARRANTIES OF THE NON-MANAGEMENT SHAREHOLDERS
Each of the Non-Management Shareholders, severally and not jointly,
represents and warrant to Buyer as follows:
SECTION 3A.1. Due Organization, Good Standing and Power. (a) Seller is
a company duly organized, validly existing and in good standing under the laws
of the British Virgin Islands.
SECTION 3A.2. Authorization, Enforceability. Such Non-Management
Shareholder that is not an individual has been duly organized, is validly
existing, and is in good standing in its jurisdiction of organization, has the
corporate power and authority to execute and deliver this Agreement and the
Ancillary Documents to which it is a party and perform its obligations hereunder
and thereunder. The execution and delivery of this Agreement and the Ancillary
Documents to which it is a party by such Non-Management Shareholder and the
performance by each of them of their respective obligations hereunder and
thereunder have been duly authorized by all necessary corporate action on the
part of each such party. Each of this Agreement and the Ancillary Documents to
which it is a party has been duly executed and delivered by such Non-Management
Shareholder and, assuming due authorization, execution and delivery by the other
party/parties thereto, constitutes a valid and binding agreement of such
Non-Management Shareholder, enforceable against each of them in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar Laws relating to or
affecting creditors' rights generally and general equitable principles (whether
considered in a proceeding in equity or at Law).
SECTION 3A.3. No Approvals or Conflicts. Except as set forth in
Schedule 3A.3, the execution, delivery and performance by such Non-Management
Shareholder of this Agreement and the Ancillary Documents to which it is a
party, and the consummation by such Non-Management Shareholder of the
transactions contemplated hereby and thereby do not and will not (i) violate,
conflict with or result in a breach by such Non-Management Shareholder of the
organizational documents of such Non-Management Shareholder, (ii) violate,
conflict with or result in a breach of, or constitute a default by such
Non-Management Shareholder (or create an event which, with notice or lapse of
time or both, would constitute a default) or give rise to any right of
termination, cancellation or acceleration under, or result in the creation of
any Encumbrance upon such properties of such Non-Management Shareholder or on
the Shares under, any note, bond, mortgage, indenture, deed of trust, license,
franchise, permit, lease, contract, agreement or other instrument to which such
Non-Management Shareholder or any of their respective properties may be bound,
(iii) violate or result in a breach of any Governmental Order or Law applicable
to such Non-Management Shareholder or any of their respective properties or (iv)
require any order, consent, approval or authorization of, or notice to, or
declaration, filing, application, qualification or registration by the
Non-Management Shareholder with, any Governmental Authority, except in the cases
of (ii), (iii) and (iv) above, where such violation, conflict, breach, default,
termination, acceleration, cancellation or failure to give notice, register or
obtain approval would not reasonably be expected to have a Material Adverse
Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are
required for the execution,
delivery and performance by such Non-Management Shareholder of this Agreement
and the Ancillary Documents and the consummation by such Non-Management
Shareholder of the transactions contemplated hereby and thereby.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to the Seller Parties as follows:
SECTION 4.1. Organization. Buyer is a corporation duly incorporated,
validly existing and in good standing under the Laws of the Cayman Islands.
Buyer has all requisite corporate power and authority to own its assets and to
carry on its business as now being conducted by it and is duly qualified or
licensed to do business and is in good standing in the jurisdictions in which
the ownership of its property or the conduct of its business requires such
qualification or license, except where the failure to be so qualified or
licensed would not reasonably be expected, individually or in the aggregate, to
have a material adverse effect on the ability of the Buyer to consummate the
transactions contemplated by this Agreement and by the Ancillary Documents to
which it is a party.
SECTION 4.2. Authorization, Enforceability. Buyer has the corporate
power and authority to execute and deliver this Agreement and the Ancillary
Documents to which it is a party and perform its obligations hereunder and
thereunder. The execution and delivery of this Agreement and the Ancillary
Documents to which it is a party by the Buyer and the performance by it of its
obligations hereunder and thereunder have been duly authorized by all necessary
corporate action on the part of Buyer and no other corporate or stockholder
proceedings or actions are required to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Buyer and,
assuming due authorization, execution and delivery by the other parties thereto,
constitutes a valid and binding agreement of the Buyer, enforceable against it
in accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar Laws
relating to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at Law).
SECTION 4.3. No Approvals or Conflicts. The execution, delivery and
performance by the Buyer of this Agreement and the Ancillary Documents to which
it is a party and the consummation by the Buyer of the transactions contemplated
hereby and thereby do not and will not (i) violate, conflict with or result in a
breach by the Buyer of the certificates of incorporation, by-laws or equivalent
documents of the Buyer, (ii) violate, conflict with or result in a breach of, or
constitute a default by the Buyer (or create an event which, with notice or
lapse of time or both, would constitute a default) or give rise to any right of
termination, cancellation or acceleration under, or result in the creation of
any Encumbrance upon any of the properties of the Buyer under, any note, bond,
mortgage, indenture, deed of trust, license, franchise, permit, lease, contract,
agreement or other instrument to which the Buyer or any of its properties may be
bound, (iii) violate or result in a breach of any Governmental Order or Law
applicable to the Buyer or any of its properties or (iv) require any order,
consent, approval or authorization of, or notice to, or
declaration, filing, application, qualification or registration with, any
Governmental Authority, except, with respect to the foregoing clauses (ii),
(iii) and (iv) above, as would not, individually or in the aggregate, reasonably
be likely to have a material adverse effect on the ability of the Buyer to
consummate the transactions contemplated by this Agreement and by the Ancillary
Documents to which it is a party.
SECTION 4.4. Validity of Share Consideration. The FM Ordinary Shares
issuable as the Initial Share Consideration, the Share Option Buy-out
Consideration, the Remaining Share Consideration, the Residual Share
Consideration, the Change in Control Share Consideration and the Dismissal Share
Consideration will be duly authorized for issuance and, when issued and
delivered in accordance with the provisions of this Agreement, will be validly
issued and fully paid and nonassessable and free from any Encumbrance; and the
issuance of such shares will not be subject to preemptive or other similar
rights and such delivery will convey to Seller good and valid title to such FM
Ordinary Shares, free and clear of any and all Encumbrances (other than any
lock-up arrangements contemplated in any Lock-up Agreement).
SECTION 4.5. SEC Filings. Buyer has filed all documents required to be
filed by it with the U.S. Securities and Exchange Commission (the "SEC") since
January 1, 2005 (the "Buyer SEC Documents"). As of their respective dates, the
Buyer SEC Documents complied in all material respects with the requirements of
the Securities Act, or the Exchange Act, as the case may be, and the rules and
regulations thereunder, and none of the Buyer SEC Documents contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their respective
dates, the certifications of the chief executive officer and chief financial
officer of Buyer required under the Exchange Act, and the rules and regulations
thereunder, with respect to the Buyer SEC Documents complied in all material
respects with the requirements thereof. The consolidated financial statements of
Buyer included in the Buyer SEC Documents (a) have been prepared from the books
and records of Buyer and its subsidiaries, (b) complied as to form in all
material respects with the applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto, have been, and will be,
prepared in accordance with GAAP consistently applied throughout the periods
involved (except as may be indicated therein or in the notes thereto) and (c)
present fairly in all material respects the consolidated financial position,
results of operations and cash flows of Buyer and its consolidated subsidiaries
as of the dates or for the periods indicated therein, subject, in the case of
the unaudited statements, to normal year-end audit adjustments (which are not,
individually or in the aggregate, material to Buyer) and the absence of footnote
disclosure.
SECTION 4.6. No Other Representations or Warranties. Except for the
representations and warranties contained in this Article IV, neither the Buyer
nor any other Person makes any other express or implied representation or
warranty to the Seller Parties.
ARTICLE V
COVENANTS AND AGREEMENTS
SECTION 5.1. Conduct of Business Prior to a Closing.
(a) Without the consent of the Buyer, except as contemplated by the
2006 Business Plan attached hereto as Schedule 5.1, from and after the date of
this Agreement and until the Earnout Closing, the Company shall cause the Group
Companies to (i) conduct the Business in all material respects in the ordinary
course of business consistent with past practice, (ii) not expand or change the
scope of the Business and (iii) use their commercially reasonable efforts to
maintain satisfactory relationships with suppliers, customers and others having
material business relationships with them. Except as contemplated by this
Agreement and except as set forth on Schedule 5.1, the Company shall cause the
Group Companies to not do any of the following without the prior written consent
of the Buyer:
(i) except for purchases and sales by a Group Company to or from
another Group Company, purchase, sell or issue any of their
capital stock or other equity interests or grant or make any
option, subscription, warrant, call, commitment or agreement of
any character in respect of their capital stock or other equity
interests;
(ii) issue or pay any dividends other than to any of the Group
Companies;
(iii) conduct any split, recombination or reclassification or issuance
of capital stock;
(iv) sell or otherwise dispose of assets with value in the aggregate
in excess of RMB 100,000, excluding sales of assets in the
ordinary course of business;
(v) acquire assets having an aggregate value exceeding RMB 100,000,
excluding (A) acquisitions in the ordinary course of business and
(B) capital expenditures permitted by clause (vii) below;
(vi) other than the Acquisitions, merge or consolidate with any
Person;
(vii) prior to the First Closing Date, make capital expenditures in
excess of RMB10,000,000 in aggregate;
(viii) incur, assume or guarantee any indebtedness for borrowed money
other than intercompany loans from any of the Seller Parties or
their subsidiaries in the ordinary course of business;
(ix) incur any Encumbrance of material assets, other than Permitted
Encumbrances;
(x) increase the compensation of employees of the Group Companies
other than (A) in the ordinary course of business or (B) as
required by any agreement in effect as of the date hereof or as
required by Law;
(xi) make any material change in the accounting methods or practices
followed by any of the Group Companies (other than such changes
that have been required by Law or U.S. GAAP);
(xii) enter into any contract that restricts the Group Companies from
engaging in any line of business in any geographic area or
competing with any Person that materially impairs the operation
of the business of the Group Companies, individually or taken as
a whole;
(xiii) enter into any partnership, limited liability company or joint
venture agreement;
(xiv) terminate or make any material amendment to a Material Contract;
(xv) other than (A) in the ordinary course of business, (B) as
required by any agreement in effect as of the date hereof or (C)
as required by Law, enter into, adopt or amend any employment
agreement or employee benefit plan with or for the benefit of any
of its employees;
(xvi) enter into any collective bargaining agreements except for
renewals for expired agreements;
(xvii) purchase, cancel or terminate any insurance policy naming any
of the Group Companies as a beneficiary or a loss payee;
(xviii) subject to the provision of Section 7.17 hereof, amend any of
its organizational documents; or
(xix) agree or commit to do any of the foregoing.
(b) For purposes of this Agreement, the term "commercially reasonable
efforts" shall not be deemed to require any Person to give any guarantee or
other consideration of any nature, including in connection with obtaining any
consent or waiver or to consent to any change in the terms of any agreement or
arrangement.
(c) During the period commencing on the date hereof and ending on the
First Closing Date, the Seller Parties will cause the Group Companies to afford
Buyer and its counsel, accountants and other authorized representatives, during
normal business hours, upon reasonable advance notice to the officers,
directors, employees, accountants and other advisors and agents, properties,
books, records and contracts of the Group Companies, provided that such access
does not interfere with normal business operations. The parties hereto agree
that the provisions of the Confidentiality Agreement shall continue in full
force and effect following the execution and delivery of this Agreement. All
information obtained by the Buyer and its counsel, accountants and
representatives pursuant to this Section 5.1(c) shall be kept confidential in
accordance with the Confidentiality Agreements. Unless otherwise required by
applicable Law, each of the NewCo Shareholders hereby agrees and the Seller
Parties shall cause the Acquired Business Shareholders that each of the NewCo
Shareholders and the Acquired Business Shareholders shall, and shall cause its
and the Acquired Business Shareholders' respective officers, directors,
employees, auditors and agents to, hold in confidence all non-public information
acquired from Buyer pursuant to this Section 5.1 to the same extent as Buyer is
required to do so with respect to information received by Buyer pursuant to the
Confidentiality Agreement.
(d) Within sixty (60) days immediately following the Determination
Date, the Seller Parties shall cause Shenzhen Frame Advertising Co., Ltd. and
Beijing Frame Advertising Co., Ltd. to cease their business operations, cancel
their respective business licenses and registrations, and \ dissolve these legal
entities.
SECTION 5.2. Filings and Consents. Each of the Seller Parties and the
Group Companies, on the one hand, and the Buyer, on the other hand, shall use
all commercially reasonable efforts to obtain and to cooperate in obtaining any
consent, approval, authorization or order of, and in making any registration or
filing with, any Governmental Authority or other Person required in connection
with the execution, delivery or performance of this Agreement, including any
filings pursuant to (i) the HSR Act or any other antitrust regulation, (ii) the
Securities Act and Exchange Act, and (iii) any other applicable filings or
consents. To the extent feasible under applicable PRC laws and regulations, each
NewCo Shareholder which is subject to any registration or approval requirements
by the State Administration for Foreign Exchange ("SAFE") shall complete all
necessary filings or registrations, or obtain all necessary approvals, required
to comply with any rules or regulations of SAFE on or prior to the Determination
Date. Each of the Seller Parties and the Non-Management Shareholders agrees
that, with respect to any NewCo Shareholder and Acquired Business Shareholder
that is a PRC resident (each a "SAFE Registrant"), unless and until Buyer has
received sufficient documentation to its satisfaction from each such SAFE
Registrant that such SAFE Registrant has completed all necessary filings or
registrations required to comply with the rules and regulations of SAFE, Seller
shall not release any FM Shares to any such SAFE Registrant, provided that,
subject to the applicable Lock-up Agreement and U.S. securities laws and
regulations, Seller shall be allowed to dispose of any FM Shares on the open
market or otherwise and to deliver any resulting cash proceeds to any NewCo
Shareholder who has failed to make the necessary SAFE filings or registrations
prior to the Earnout Closing Date. Each of the Seller Parties and Buyer shall
pay all filing fees required to be paid in connection with their respective
filings to be made under each such foreign law or regulation.
SECTION 5.3. Tax Matters; Cooperation; Preparation of Returns; Tax
Elections.
(a) The Seller Parties agree to furnish or cause to be furnished to
each other, upon request, as promptly as practicable, such information and
assistance relating to any of the Group Companies (including access to books and
records, employees, contractors and representatives) as is reasonably necessary
for the filing of all Tax Returns, the making of any election related to Taxes,
the preparation for any audit by any Taxing Authority, and the prosecution or
defense of any claim, suit or proceeding relating to any Tax Return. The Seller
Parties shall retain all books and records with respect to Taxes pertaining to
the Group Companies until the expiration of all relevant statutes of limitations
(and, to the extent notified by Buyer, any extensions thereof). At the end of
such period, each party shall provide the other with at least ten days prior
written notice before destroying any such books and records, during which period
the party receiving such notice can elect to take possession, at its own
expense, of such books and records.
(b) The Company shall prepare, or cause to be prepared, all Tax
Returns in respect of any of the Group Companies for any taxable year ending on
or before the First Closing Date. The Seller Parties shall timely pay to the
relevant Taxing Authority all Taxes due in connection with any such Tax Returns.
The Buyer shall prepare, or cause to be prepared, all other Tax Returns in
respect of the Group Companies, including for any taxable year ending on or
after the First Closing Date which begins before the First Closing Date (a
"Straddle Period").
(c) The Seller Parties shall pay all transfer, documentary, sales,
use, registration and other such Taxes (including all applicable real estate
transfer Taxes, but excluding any Taxes based on or attributable to income or
gains) and related fees (including any penalties, interest and additions to Tax)
incurred in connection with this Agreement and the Ancillary Documents and the
transactions contemplated hereby and thereby.
SECTION 5.4. [Intentionally Omitted]
SECTION 5.5. Employees; Benefit Plans. Nothing herein expressed or
implied shall confer upon any of the employees of the Seller Parties, the Buyer,
the Group Companies, or any of their Affiliates, any additional rights or
remedies, including any additional right to employment, or continued employment
for any specified period, of any nature or kind whatsoever under or by reason of
this Agreement and the Ancillary Documents.
SECTION 5.6. Non-Competition.
(a) Other than IDG, each of the Seller Parties and the Non-Management
Shareholders agrees that for a period of (i) three (3) years following the First
Closing Date and (ii) one (1) year following the termination or expiration of
the Service Agreement entered into between any of the Seller Parties and Buyer
(or a Person designated by Buyer), whichever is later, it will not directly or
indirectly engage or, other than XXXX Xxxx, XXXX Xxxxxxxx and each of the
shareholders (excluding Tan Zhi) of First Choice Investment Group Ltd., invest
(other than investments of less than 1% of the equity securities of any company
listed on a domestic or foreign securities exchange) in any Competitive
Business; provided that the Liao Ning Branch of Beijing Yangguang Jiaxin
Advertising Co., Ltd. (Chinese Character) shall be entitled to continue to
conduct its business as currently operated and such operations shall not be
deemed to constitute a Competitive Business.
(b) Other than IDG, each of the Seller Parties and the Non-Management
Shareholders agrees that for a period of (i) three (3) years following the First
Closing Date and (ii) one (1) year following the termination or expiration of
the Service Agreement entered into between the Seller Party and Buyer (or a
Person designated by Buyer), whichever is later, it shall not, and shall cause
its Affiliates not to, solicit, recruit or hire any person who at any time on or
after the date of this Agreement is an employee of the Group Companies.
(c) Each of the parties hereto acknowledges and agrees that the remedy
at Law for any breach of the requirements of this Section 5.6 would be
inadequate, and agrees and consents that without intending to limit any
additional remedies that may be available, temporary and permanent injunctive
and other equitable relief may be granted without proof of actual damage
or inadequacy of legal remedy in any proceeding which may be brought to enforce
any of the provisions of this Section 5.6.
(d) In the event that the covenants contained in Sections 5.6(a) and
(b) are more restrictive than permitted by Law, the parties hereto agree that
the covenants contained in Sections 5.6(a) and (b) shall be enforceable and
enforced to the extent permitted by Law.
SECTION 5.7. Related Party Accounts. (a) Other than as set forth in
paragraph (b) below, prior to the December 31, 2005, all Related Party Accounts
shall be cash-settled or extinguished, such that upon the First Closing there
will be no Related Party Accounts outstanding. As used herein, "Related Party
Accounts" means with respect to each Group Company (i) all related party
receivables due to such Group Company from the Seller Parties and their
Affiliates (other than the Group Companies), other than receivables for goods
and services incurred in the ordinary course of business less (ii) all related
party payables of such Group Company to the Seller Parties and their Affiliates
(other than the Group Companies), other than payables for goods and services
incurred in the ordinary course of Business.
(b) The Seller Parties shall cause the Company to provide evidence
satisfactory to Buyer that the Group Companies have paid down the Group
Companies' debts and liabilities incurred in the course of operating the
Business so that the Group Companies' total liabilities, including without
limitation any debt, loan, shareholder loans and other payables (excluding
expenses incurred pursuant to Section 10.1(a) hereof) as of December 31, 2005
shall not exceed the Group Companies' accounts receivable, cash, inventory and
pre-payments as of the same date. The Seller Parties shall cause the Company to
have sufficient cash to operate the Business as an ongoing concern in 2006;
provided that Buyer agrees to provide cash ("Working Capital Credits") not to
exceed the aggregate outstanding amount of US$3,000,000, which amount is in
addition to the capital expenditure amount set forth on Schedule 5.8A hereto,
for reasonable working capital needs of InfoAchieve in its normal business
operations in 2006; provided further that the purpose and amount of the Working
Capital Credits shall comply with the 2006 Business Plan. Seller or the Company
shall submit written requests to receive Working Capital Credits for approval by
Buyer, which approval shall not be unreasonably withheld. Buyer shall remit such
Working Capital Credits to the Company as soon as practicable following Buyer's
approval of each such request. Seller agrees that, if any shareholder loans
remain outstanding immediately prior to the Earnout Closing Date, Seller will
cause the relevant NewCo Shareholder to enter into an agreement with the
relevant Group Companies in which such NewCo Shareholder shall agree to forgive
such loans as have not been repaid prior to the Earnout Closing Date.
(c) The Seller Parties shall cause InfoAchieve to provide operation
revenue and net income data of InfoAchieve with respect to each calendar quarter
of 2006 no later than fifteen days from the close of the previous calendar
quarter.
(d) If InfoAchieve fails to recognize 75% or more of the targeted
quarterly net income under U.S. GAAP as set forth in Schedule 5.7 for two or
more quarters of 2006, in lieu of such event constituting a breach of this
Agreement by the Seller Parties, Buyer may use its discretion to discharge any
member of the management of any of the Group Companies without any prior notice
or other action of any Seller Party.
(e) The Seller Parties agree that the Company shall meet each of the
financial and operating criteria and targets and for each of the periods set
forth in Schedule 5.7A; it being agreed by the parties hereto that failure to
attain any such criteria or target shall not be deemed a breach of this
Agreement.
(f) To the extent any Seller Party is involved in the operation of the
Business, such Seller Party agrees to comply with Buyer's Code of Ethics and
other corporate governance documents customary of Nasdaq-listed companies.
SECTION 5.8. Financial Accounts. (a) The Seller Parties agree to cause
the Company to provide to Buyer the monthly management accounts of the Company,
prepared using the same accounting standards and on the same bases as the
Company's historical monthly accounts. The Seller Parties shall provide such
monthly management accounts on a monthly basis until the Earnout Closing Date no
later than ten (10) calendar days following the end of each month.
(b) The Seller Parties agree to cause the Company to provide to Buyer
quarterly management accounts of the Company. The Seller Parties shall provide
such quarterly management accounts on a quarterly basis until the Earnout
Closing Date no later than fifteen (15) calendar days following the end of each
quarter.
(c) Seller shall appoint Deloitte Touche Tohmatsu to review the
quarterly management accounts described in paragraph (b) above.
SECTION 5.9. Appointment of Management.
(a) The Seller Parties agree to authorize Buyer to appoint a deputy
financial controller for the Company on or following the First Closing Date.
(b) The Seller Parties agree to authorize Buyer to appoint a deputy
sales director and a deputy manager for media development on or subsequent to
the First Closing Date.
(c) For each of the appointment described in clauses (a) and (b)
above, Seller shall have the right to dismiss any such deputies for Cause,
provided that such dismissal shall not prejudice Buyer's right to appoint any
replacement deputies.
SECTION 5.10. Forgiveness of Certain Loans. Prior to the Earnout
Closing Date, Seller shall cause any NewCo Shareholder with outstanding loans to
any of the Group Companies to irrevocably forgive such loans and shall provide
satisfactory evidence to Buyer that such loans have been repaid, cancelled or
forgiven, including any agreements evidencing such cancellation or forgiveness.
SECTION 5.11. Non-Violation. Prior to the First Closing, the Seller
Parties shall not, and shall cause any Group Company to not, without the prior
written consent of Buyer, take any action which (i) would render any of the
representations or warranties made by the Seller Parties or the Group Companies
in this Agreement and in the Ancillary Documents untrue in any
material respect if given with reference to the facts and circumstances then
existing, or (ii) would result in any of the covenants contained in this
Agreement and in the Ancillary Documents becoming incapable of performance. The
Seller Parties will promptly advise Buyer of any action or event (a) of which
the Seller Parties become aware which would have the effect of making incorrect
in any material respect any such representations or warranties if given with
reference to facts and circumstances then existing or which has the effect of
rendering any such covenants incapable of performance or (b) which would be
reasonably expected to affect the willingness of a prudent investor to purchase
the Shares or the amount of consideration which such investors would be prepared
to pay for the Shares.
SECTION 5.12. Confidentiality. Each party hereto shall keep
confidential, and shall cause its officers, directors, and employees to keep
confidential, the terms and conditions hereof, of any predecessor agreement and
of any Ancillary Document (collectively, the "Confidential Information") except
as Buyer and Seller mutually agree otherwise; provided that any party may
disclose Confidential Information (i) to the extent advised by competent legal
advisors that such disclosure is required by applicable Law and so long as,
where such disclosure is to a Governmental Authority, such party shall use all
reasonable efforts to obtain confidential treatment of the Confidential
Information so disclosed, (ii) to the extent required by the rules of any stock
exchange, (iii) to its officers, directors, employees and professional advisors
as necessary to the performance of its obligations in connection herewith and
with the Ancillary Documents so long as such party advises each Person to whom
the Confidential Information is so disclosed as to the confidential nature
thereof, and (iv) to its investors and any Person otherwise providing
substantial debt or equity financing to such party so long as the party advises
each Person to whom the Confidential Information is so disclosed as to the
confidential nature thereof.
SECTION 5.13. Further Actions. Each of the parties hereto shall use
commercially reasonable efforts to take, or cause to be taken, all appropriate
action, do or cause to be done all things necessary, proper or advisable under
applicable Law, and execute and deliver such documents and other papers, as may
be required to consummate the transactions contemplated by this Agreement and by
the Ancillary Documents.
SECTION 5.14. Management Independence. (a) Buyer agrees that it shall,
during the period commencing from the First Closing Date and ending on December
31, 2006, take all actions necessary and appropriate to enable the Management
Shareholders to continue to run the Group Companies as an independent business
unit of the Buyer, provided that the Management Shareholders' ability to operate
the Group Companies as an independent business unit shall be subject to the
terms of the 2006 Business Plan, compliance with Buyer's code of ethics, any
relevant requirements of the Xxxxxxxx-Xxxxx Act and other U.S. securities laws
and regulations, the provisions of Sections 5.1 and 5.11 hereof and to any
action that would allow dismissal for Cause. (b) Buyer agrees that, from and
including January 1, 2007 to and including June 30, 2007 (the "Restriction
Period"), Buyer shall not interfere with the Company's and the Management
Shareholders' ability to collect any Accounts Receivable outstanding as of
December 31, 2006 in respect of the Residual Earnout Adjustment Amount during
the Restriction Period so that the ability of the Company and the Management
Shareholders to collect such Accounts Receivable is not affected in any material
respect.
SECTION 5.15. Retention of Senior Management. Buyer agrees that it
shall not, prior to the Earnout Closing Date, dismiss Protected Management
without Cause and that any such dismissal will trigger the procedures set forth
in Section 2.6 hereof.
SECTION 5.16. Overhead Expenses. Buyer agrees that it shall not, prior
to the Earnout Closing Date, allocate unreasonable overhead expenses to any of
the Group Companies. For purposes of this Section 5.16, "unreasonable overhead
expenses" means any overhead expenses that are outside the scope of the 2006
Business Plan.
SECTION 5.17. Sellers' Representative. Concurrent with the execution
and delivery of this Agreement, each party to this agreement other than Buyer
shall be deemed to appoint Seller as their agent, representative and
attorney-in-fact (the "Sellers' Representative") and Seller agrees to act as the
Sellers' Representative. Sellers' Representative shall, on behalf of Seller
Parties (i) give and receive notices and communications, (ii) review, negotiate,
agree to and settle claims and disputes relating to the adjustment to the
Aggregate Consideration and indemnified amounts, (iii) object to such
deliveries, agree to, negotiate, enter into settlements and compromises of, and
demand arbitration and comply with orders of Governmental Authorities and awards
of arbitrators with respect to such claims, and (iv) take all actions necessary
or appropriate in the judgment of Sellers' Representative for the accomplishment
of the foregoing. Any notices delivered to Sellers' Representative pursuant to
this Agreement shall be deemed delivered Seller Parties. A decision, act,
consent, or instruction of the Sellers' Representative shall constitute a
decision of the Seller Parties and shall be final, binding and conclusive upon
each Seller Party. Buyer may rely upon any such decision, act, consent or
instruction of the Sellers' Representative as being the decision, act, consent
or instruction of Seller Parties, and Buyer is hereby relieved from any
liability to any Person for any acts done in accordance with such decision, act,
consent or instruction of the Sellers' Representative.
SECTION 5.18. Voting of FM Ordinary Shares Held by Seller.
(a) Seller and each of the NewCo Shareholders agrees that a duly
appointed representative of Seller (the "Representative") shall distribute as
soon as practicable after receipt thereof to each of the NewCo Shareholders: (a)
such notice of meeting or solicitation of consent or proxy related to any Focus
Media shareholder matters, (b) a statement that the NewCo Shareholders at the
close of business on a date stipulated by Buyer (the "Record Date") will be
entitled, subject to any applicable law, the provisions of the Amended and
Restated Memorandum and Articles of Association of Buyer, to instruct the
Representative as to the exercise of the voting rights in respect of the FM
Ordinary Shares and (c) a brief statement provided by Buyer as to the manner in
which such voting instructions may be given (it being understood that an
affirmative or negative vote shall be made in writing), including an indication
that NewCo Shareholders for which the Representative has not timely received
voting instructions will be deemed, and the Representative shall deem such NewCo
Shareholders, not to have cast any vote with respect to the FM Ordinary Shares
of each such NewCo Shareholder.
(b) Each NewCo Shareholder agrees that, upon the timely receipt from a
NewCo Shareholder of FM Ordinary Shares as of the Record Date of voting
instructions in the manner specified by Buyer, the Representative shall, insofar
as practicable and permitted under the
Amended and Restated Memorandum and Articles of Association of the Company, vote
the FM Ordinary Shares (in person or by proxy) held by such NewCo Shareholder in
accordance with such voting instructions.
(c) Seller and each of the NewCo Shareholders agree that the
Representative shall not under any circumstances exercise any discretion as to
voting and the Representative shall not vote, attempt to exercise the right to
vote, or in any way make use of, for purposes of establishing a quorum,
proposing a special resolution or otherwise, the FM Ordinary Shares, except
pursuant to and in accordance with the voting instructions timely received from
NewCo Shareholders or as otherwise contemplated herein. If the Representative
timely receives voting instructions from a NewCo Shareholder which fail to
specify the manner in which the Representative is to vote the FM Ordinary Shares
of such NewCo Shareholder, the Representative will deem such NewCo Shareholder
not to have voted its FM Ordinary Shares and the Representative shall in no
event cast votes for such FM Ordinary Shares. If no voting instructions are
received by the Representative from a NewCo Shareholder with respect to the FM
Ordinary Shares held by such NewCo Shareholder as of the Record Date, such NewCo
Shareholder shall be deemed, and the Representative shall deem such NewCo
Shareholder, to have withheld its proxy and not voted the FM Ordinary Shares
held by such NewCo Shareholder.
SECTION 5.19. Tax Exempt Status. Seller shall make its best efforts to
provide to Buyer documents or certificates satisfactory to Buyer evidencing that
the Group Companies have been approved for exemption from enterprise income tax
or other preferential tax treatment for 2006 by relevant PRC tax authority
pursuant to relevant PRC laws and regulations; provided that should Seller be
unable to secure tax exempt status for the year ending December 31, 2006 for the
Group Companies on or prior to December 31, 2006, the Seller Parties agree that
in connection with the calculation of the 2006 Audited Net Income the rate of
tax used in such calculation shall be 33% or the then-effective rate under
relevant PRC tax laws and regulations.
SECTION 5.20. SAFE Registration. Each of the NewCo Shareholders who is
an individual resident in the PRC shall make their best efforts to complete all
necessary filings or registrations, or obtaine all necessary approvals, required
to comply with any applicable rules or regulations of the SAFE and provide
evidence satisfactory to Buyer of the completion of such filings or
registrations on or prior to the Determination Date. Each such NewCo Shareholder
that has completed SAFE registration as of the Determination Date shall be
referred to as a "SAFE Compliant Registrant" and each such NewCo Shareholder
that has not completed all necessary filings or registrations on or prior to the
Determination Date shall be referred to as a "Non-Compliant SAFE Registrant".
ARTICLE VI
CONDITIONS TO THE SELLER PARTIES' AND THE NON-MANAGEMENT
SHAREHOLDERS' OBLIGATIONS
The obligation of the Seller Parties and the Non-Management
Shareholders to effect a Closing under this Agreement as specified below is
subject to the satisfaction, at or prior to
the Determination Date, of each of the following conditions, unless validly
waived in writing by Sellers' Representative. For the avoidance of doubt, any
reference to the date hereof in Articles III and III.A shall be replaced and
substituted with the Determination Date for purposes of this Section VI.
SECTION 6.1. Representations and Warranties. The representations and
warranties made by Buyer in this Agreement shall be true and correct (in all
material respects, in the case of those representations and warranties which are
not by their express terms qualified by reference to materiality) as of the
Determination Date as though such representations and warranties were made at
such date, except that any representations and warranties that are made as of a
specified date shall be true and correct (in all material respects, in the case
of those representations and warranties which are not by their express terms
qualified by reference to materiality) as of such specified date, and in each
case except for changes permitted or contemplated by this Agreement.
SECTION 6.2. Performance. Buyer shall have performed and complied in
all material respects with all agreements and obligations required by this
Agreement and the Ancillary Documents to be so performed or complied with by it
prior to the Determination Date and a Closing.
SECTION 6.3. No Material Adverse Change. Since the date hereof until
the Determination Date, there shall not have been any effect or change that
would be materially adverse to the business, assets, condition (financial or
otherwise), operating results, or operations of Buyer and its subsidiaries,
taken as a whole, or to the ability of Buyer to timely consummate the
transaction contemplated by this Agreement or by any of the Ancillary Documents.
SECTION 6.4. Officer's Certificates. Buyer shall have delivered to the
Seller Parties a certificate, dated as of the Determination Date and executed by
an executive officer of the Buyer, certifying to the fulfillment of the
conditions specified in Sections 6.1 and 6.2 hereof.
SECTION 6.5. Injunctions. At the Determination Date, there shall not
be in effect any Law or Governmental Order directing that the transactions
provided for herein not be consummated as provided herein or which has the
effect of rendering it impossible to consummate such transactions.
SECTION 6.6. FM Ordinary Shares. Buyer shall deliver to Seller the
Cash Consideration and register of members or other documents evidencing the
Initial Share Consideration and the Share Option Buy-out Consideration in case
of the First Closing, the Remaining Share Consideration in the case of the
Earnout Closing, the Residual Earnout Share Consideration in the case of the
Residual Earnout Closing, the Change in Control Share Consideration in the case
of the Change in Control Earnout Closing and the Dismissal Earnout Share
Consideration in the case of the Dismissal Earnout Closing.
ARTICLE VII
CONDITIONS TO BUYER'S OBLIGATIONS
The obligation of Buyer to effect a Closing under this Agreement as
specified below is subject to the satisfaction, at or prior to the Determination
Date or each Closing Date, as applicable, of each of the following conditions,
unless waived in writing by Buyer.
SECTION 7.1. Representations and Warranties. The representations and
warranties made by the Seller Parties and the Non-Management Shareholders in
this Agreement shall be true and correct (in all material respects, in the case
of those representations and warranties which are not by their express terms
qualified by reference to materiality) as of the Determination Date as though
such representations and warranties were made at such date, except that any
representations and warranties that are made as of a specified date shall be
true and correct (in all material respects, in the case of those representations
and warranties which are not by their express terms qualified by reference to
materiality) as of such specified date, and in each case except for changes
permitted or contemplated by this Agreement. For the avoidance of doubt, any
reference to the date hereof in Section III shall be replaced and substituted
with the Determination Date for purposes of this Section VII.
SECTION 7.2. Performance.
(a) The Seller Parties and the Non-Management Shareholders shall have
performed and complied with all agreements and obligations required by this
Agreement and the Ancillary Documents to be performed or complied with by them
prior to each Closing.
(b) Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated at the First Closing, and all
documents incident thereto, shall be in form and substance reasonably
satisfactory to Buyer, and Buyer shall have received all such counterpart
original and certified or other copies of such documents as Buyer may reasonably
request.
(c) Qualifications. The consents, waivers, approvals or other
authorizations listed on Schedule 7.2 shall have been obtained or otherwise
satisfied and shall continue to be in effect, including all consents of any
competent Governmental Authority or, under any of the Ancillary Documents or
under other agreements to be entered into in connection herewith.
(d) No Material Adverse Change. As of the Determination Date, there
shall not have been any Material Adverse Change since the Balance Sheet Date.
SECTION 7.3. No Indebtedness. As of the Determination Date, the Seller
Parties will have taken such action, or caused the Group Companies to take such
action, and provided to Buyer documentation satisfactory to Buyer, evidencing
that, other than as described in Section 5.7(b) hereof, none of the Group
Companies has any outstanding indebtedness of any kind, including without
limitation, any loan to any Seller Party or shareholder of a Seller Party, bank
loan or credits or unpaid liability relating to the Acquisitions.
SECTION 7.4. Officer's Certificate. Each of the Seller Parties shall
have delivered to the Buyer a certificate, dated as of the Determination Date
and executed by an executive officer of each such Seller Party, certifying to
the fulfillment of the conditions specified in Sections 7.1 and 7.2 and 7.3
hereof.
SECTION 7.5. Tax Indemnity Agreement. As of the Determination Date,
the Seller Parties shall have entered into an Tax Indemnity Agreement, in
substantially the form attached hereto as Exhibit C (the "Tax Indemnity
Agreement"), and such agreement shall be in full force and effect.
SECTION 7.6. Non-Compete Agreements.
(a) As of the Determination Date, each of the Management Shareholders
and the Company shall have entered into a Manager Non-Compete Agreement, in
substantially the form attached hereto as Exhibit D (the "Manager Non-Compete
Agreement"), and such agreement shall be in full force and effect.
(b) As of the Determination Date, each of the employees of the Group
Companies (other than the Management Shareholders) shall have entered into a
non-competition agreement, in substantially the form attached hereto as Exhibit
E (the "Employee Non-Compete Agreement").
SECTION 7.7. Control Agreements. As of the Determination Date, the
Seller Parties shall have caused the Group Companies to enter into the Control
Agreements with the companies and Persons stipulated by Buyer, including
transferring the equity interests of Framedia Advertising and Guangdong Shiji
Shenghuo Advertising Co., Ltd. to Persons identified by Buyer, and the Seller
Parties shall have provided executed copies of each of the Control Agreements
set forth in Schedule 7.7 to Buyer.
SECTION 7.8. Lock-up Agreements. As of the Determination Date, each of
the NewCo Shareholders and the Acquired Business Shareholders shall have entered
into an Initial Lock-up Agreement and an Earnout Lock-up Agreement in
substantially the form attached hereto as Exhibits B-1 and B-2, and each such
agreement shall be in full force and effect.
SECTION 7.9. Financial Statements.
(a) On or prior to the Determination Date, Buyer shall have received
drafts of the audited consolidated financial statements of InfoAchieve as of and
for the year ended December 31, 2004 and as of and for the nine months ended
September 30, 2005, which draft shall be substantially complete in all material
respects and contain key financial data reasonably acceptable to Buyer; it being
understood that the specific figures and data contained therein will not form
the basis for calculating any of the Consideration.
(b) On or prior to the Earnout Closing Date, Buyer shall have received
the 2006 Audited Financial Statements.
SECTION 7.10. Seller Corporate Documents. On or prior to the
Determination Date, each of the Seller Corporate Documents, a list of which is
attached hereto as
Schedule 7.10, shall have been entered into and consummated by each of the
parties thereto and are in full force and effect; provided that any amendments
to such documents or other arrangements by and among the NewCo Shareholders with
respect to their respective equity interests in NewCo entered into on or prior
to the Determination Date shall have been put in writing and provided to Buyer
on or prior to the Determination Date.
SECTION 7.11. Service Agreements. On or prior to the Determination
Date, each of the Management Shareholders shall have executed a Manager
Non-Compete Agreement, which agreement is in full force and effect, and each of
the employees of the Group Companies shall have provided a Service Agreement to
Buyer, which agreement is in full force and effect.
SECTION 7.12. Residual Transfers. All Residual Transfers and Residual
Payments, a description of which is attached hereto as Schedules 3.22B and
3.22C, shall have been consummated and completed no later than December 31,
2005; provided that the waiver or amendment by any of the Group Companies of any
closing condition or obligation to complete a Residual Transfer or a Residual
Payment under any of the Acquisition Agreements shall require the written
consent of Buyer.
SECTION 7.13. Certificate of Acquired Business Shareholders. On or
prior to the Determination Date, Buyer shall have received from Seller
certificates signed by the Acquired Business Shareholders containing
representations and warranties and other the matters specified therein.
SECTION 7.14. [Intentionally Omitted]
SECTION 7.15. Management Appointment. Seller shall have authorized
Buyer to appoint the deputy financial controller for the Company.
SECTION 7.16. Intellectual Property Transfer. All the intellectual
property of Seller set forth in Schedule 3.17 hereto, which is held in the name
or for the benefit of Xxx Xxx or any other Seller Party shall, subject only to
any relevant approvals by a Government Authority, have been transferred to Buyer
or its designated entity without any cost to Buyer.
SECTION 7.17. Corporate Matters; Memorandum and Articles of
Association. On or prior to the Determination Date, Seller shall have provided
documentation to Buyer's reasonable satisfaction evidencing that (i) all shares
of InfoAchieve are ordinary shares, (ii) all outstanding options of InfoAchieve
have been cancelled, (iii) the memorandum and articles of association of
InfoAchieve has been converted to a standard British Virgin Islands form (using
the standard form of Offshore Incorporations Limited or Xxxxxxx Xxxx & Xxxxxxx)
which has no preferred shares or protective provisions for investors provided
therein and filed and registered with the British Virgin Islands Companies
Registry.
SECTION 7.18. [Intentionally Omitted]
SECTION 7.19. Opinions of Counsel. As of the Determination Date, Buyer
shall have received from British Virgin Islands counsel and PRC counsel to the
Seller and the
Group Companies, as the case may be, written opinions dated and delivered as of
the Determination Date, in form and substance satisfactory to Buyer.
SECTION 7.20. Acquired Business Shareholders as Seller Parties to this
Agreement. Notwithstanding the provisions of Section 10.5 of this Agreement, on
or prior to the Determination Date this Agreement shall have been supplemented
so that those Persons in Schedule 1.1C (the "Additional Seller Parties") shall
have duly executed this Agreement as Management Shareholders or Non-Management
Shareholders as indicated on Schedule 1.1C hereto. The parties hereto agree that
(i) the supplement contemplated by this Section 7.20 shall not amend, waive,
modify or release any party hereto from any representation, covenant, condition,
obligation or other agreement or undertaking set forth herein, all of which will
be deemed ratified and confirmed. When the Additional Seller Parties sign the
supplement to this Agreement, they will be deemed to be Seller Parties as if
they were signatories to this Agreement as of the date hereof.
SECTION 7.21. Adverse Market Change. On or after the date hereof and
prior to the Determination Date, there shall not have occurred any of the
following: (A) a suspension or material limitation in trading in securities
generally on the Nasdaq National Market, the New York Stock Exchange or the
London Stock Exchange, (B) a suspension or material limitation in trading in
Buyer's securities on the Nasdaq National Market, (C) a general moratorium on
commercial banking activities in New York, London, the PRC or the Cayman Islands
declared by the relevant authorities, or a material disruption in commercial
banking or securities settlement or clearance services in the United States, the
United Kingdom, the PRC or the Cayman Islands, (D) the outbreak or escalation of
hostilities involving the United States, the United Kingdom the PRC or the
Cayman Islands or the declaration by the United States, the United Kingdom, the
PRC or the Cayman Islands of a national emergency or war or (E) the occurrence
of any other calamity or crisis or any change in financial, political or
economic conditions or currency exchange rates or controls in the United States,
the United Kingdom, the PRC, the Cayman Islands or elsewhere, if the effect of
any such event specified in clause (D) or (E) in the judgment of Buyer makes it
impracticable or inadvisable to proceed with the transaction contemplated in
this Agreement and the Ancillary Documents.
SECTION 7.22. Injunctions. At the Closing Date, there shall not be in
effect any Law or Governmental Order directing that the transactions provided
for herein not be consummated as provided herein or which has the effect of
rendering it impossible to consummate such transactions.
ARTICLE VIII
TERMINATION
SECTION 8.1. Termination. This Agreement may be terminated at any time
prior to the Determination Date:
(a) by the mutual written consent of the Seller Parties and the Buyer;
(b) by either the Seller Parties or the Buyer if any Governmental
Authority of competent jurisdiction shall have issued an order, decree or ruling
or taken any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated hereby and such order, decree or ruling or other
action shall have become final and nonappealable; or
(c) by Buyer, if Seller Parties breach or fail to perform in any
respect any of their representations, warranties or covenants contained in this
Agreement or any Ancillary Document and such breach or failure to perform (A)
would give rise to the failure of a condition set forth in Article VII, (B)
cannot be or has not been cured within 15 days following written notice of such
breach or failure to perform and (C) has not been waived by Buyer.
(d) by Seller, if Buyer breaches or fails to perform in any respect
any of its representation, warranties or covenants contained in this Agreement
or any Ancillary Document and such breach or failure to perform (A) would give
rise to the failure of a condition set forth in Article VI, (B) cannot be or has
not been cured within 15 days following written notice of such breach or failure
to perform and (C) has not been waived by Seller.
(e) by either Seller Parties or Buyer, if the Determination Date shall
not have occurred (other than through the failure of any party seeking to
terminate this Agreement to comply fully with its obligations under this
Agreement) on or before December 15, 2005.
SECTION 8.2. Procedure and Effect of Termination. In the event of the
termination of this Agreement and the abandonment of the transactions
contemplated hereby pursuant to Section 8.1 hereof, written notice thereof shall
forthwith be given to all other parties. If this Agreement is terminated and the
transactions contemplated by this Agreement are abandoned as provided herein:
(a) The Buyer will redeliver to the Seller Parties all documents, work
papers and other material of any the Seller Parties relating to the transactions
contemplated hereby, whether so obtained before or after the execution hereof;
(b) The provisions of the Confidentiality Agreements shall continue in
full force and effect; and
(c) Subject to Section 10.1, no party to this Agreement will have any
liability under this Agreement to any other except (i) that nothing herein shall
relieve any party from any liability for any willful breach of any of the
representations, warranties, covenants and agreements set forth in this
Agreement, and (ii) as contemplated by paragraph (b) above.
ARTICLE IX
INDEMNIFICATION
SECTION 9.1. Indemnification.
(a) Indemnification by the Seller Parties and the Non-Management
Shareholders.
(i) Subject to the limits set forth in this Section 9.1, from and
after the First Closing, the Seller Parties, jointly and
severally, agree to indemnify, defend and hold the Buyer, its
Affiliates (including, after the First Closing, the Group
Companies) and their respective officers, directors,
stockholders, employees, agents and representatives (the "Buyer
Indemnified Persons") harmless from and in respect of any and all
losses, damages, costs and reasonable expenses (including
reasonable fees and expenses of counsel) (collectively,
"Losses"), that they may incur arising out of or due to any
breach of any representation or warranty, covenant or other
agreement of the Seller Parties contained in this Agreement and
in the Ancillary Documents, provided, however that the Seller
Parties' aggregate liability for such Losses shall not exceed the
product of (x) the aggregate percentage of shares held by the
Management Shareholders in NewCo and (y) the Value of the
Aggregate Consideration, provided, however, that where such
Losses are the result of the gross negligence or willful
misconduct of any of the Management Shareholders, the aggregate
liability of the Management Shareholders shall not exceed the
Value of the Aggregate Consideration. The representations and
warranties of the Seller Parties set forth in Article III of this
Agreement shall survive for a period of two (2) years immediately
following the Determination Date (the "Indemnity Period").
Anything to the contrary notwithstanding, none of the Buyer
Indemnified Parties shall be entitled to recover from the Seller
Parties for any Losses unless and until the total of all Losses
indemnifiable pursuant to this Section 9.1(a)(i) exceeds
US$50,000, provided that when such amount is exceeded, the Seller
Parties shall be liable for all amounts including the first
US$50,000. If indemnification for Losses is paid in FM Ordinary
Shares held by Seller on behalf of the Seller Parties subject to
the applicable Lock-up Agreements, for purposes of calculating
the amount paid to the Buyer Indemnified Parties, the value of
any FM Ordinary Shares shall be the value of such shares when any
Losses become payable. To the extent Lock-up Agreements are still
in effect, Seller Parties will only be able to dispose of an
aggregate number of Shares the value of which (calculated using
the Average FMCN Share Price) does not exceed the amount of the
Losses indemnified.
(ii) Subject to the limits set forth in this Section 9.1, from and
after the First Closing, the Non-Management Shareholders,
severally and not jointly, agree to indemnify, defend and hold
the Buyer Indemnified Persons harmless from and in respect of any
and all Losses that they may incur arising out of or due to any
breach any of the representations or warranties of Article III.A
or of any other applicable representation or warranty, covenant
or other agreement in the Ancillary Documents to which they are a
party, provided, however that each Non-Management Shareholder's
liability for such Losses shall in no event exceed the product of
(x) the aggregate percentage of shares in NewCo held by such
Non-Management Shareholder and (y) the Value of the Cash
Consideration. The representations and warranties of the
Non-Management Shareholders set
forth in Article III.A of this Agreement shall survive for the
Indemnity Period. Anything to the contrary notwithstanding, none
of the Buyer Indemnified Parties shall be entitled to recover
from any Non-Management Shareholder for any Losses unless and
until the total of all Losses indemnifiable pursuant to this
Section 9.1(a)(ii) exceeds US$50,000, provided that when such
amount is exceeded, such Non-Management Shareholder shall be
liable for all amounts including the first US$50,000.
(b) Indemnification by the Buyer. Subject to the limits set forth in
this Section 9.1, from and after the First Closing, Buyer agrees to indemnify,
defend and hold the Seller Parties and their Affiliates and their respective
officers, directors, stockholders, employees, agents and representatives (the
"Seller Indemnified Persons") harmless from and in respect of any and all Losses
that they may incur arising out of or due to any breach of any representation or
warranty, covenant or other agreement of the Buyer contained in this Agreement;
provided that, with respect to all Losses indemnifiable pursuant to this
paragraph (b), the Seller Indemnified Persons shall not be entitled to recover
more that the Value of the Cash Consideration, Initial Share Consideration and
Share Option Buy-out Consideration already received as of the First Closing
Date. The representations and warranties of Buyer set forth in Article IV of
this Agreement shall survive for a period of six (6) months immediately
following the Determination Date.
(c) Indemnification as Exclusive Remedy. The indemnification provided
in this Article IX, subject to the limitations set forth herein, shall be the
exclusive post-Closing remedy available to any party in connection with any
Losses arising out of or resulting from this Agreement, the transactions
contemplated hereby, any property owned, based or subleased by any of the Group
Companies or otherwise regarding any of the Group Companies.
(d) Indemnification Calculations. The amount of any Losses for which
indemnification is provided under this Article IX shall be computed net of any
insurance proceeds received by the indemnified party in connection with such
Losses. If an indemnified party receives insurance proceeds in connection with
Losses for which it has received indemnification, such party shall refund to the
indemnifying party the amount of such insurance proceeds when received, up to
the amount of indemnification received. An indemnified party shall use its
commercially reasonable efforts to pursue insurance claims with respect to any
Losses. If the amount with respect to which any claim is made under this Article
IX or under Section 5.4 (an "Indemnity Claim") gives rise to a currently
realizable Tax Benefit (as defined below) to the party making the claim, the
indemnity payment shall be reduced by the amount of such Tax Benefit available
to the party making the claim. To the extent such Indemnity Claim does not give
rise to a currently realizable Tax Benefit, if the amount with respect to which
such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit
to the party that made the claim, such party shall refund to the indemnifying
party the amount of such Tax Benefit when, as and if realized. Refunds relating
to subsequent Tax Benefits shall be made on the last Business Day of the month
following the year in which the Tax Benefit is realized. For the purposes of
this Agreement, any subsequently realized Tax Benefit shall be treated as though
it were a reduction in the amount of the initial Indemnity Claim, and the
liabilities of the parties shall be redetermined as though both occurred at or
prior to the time of payment of the initial Indemnity Claim. For purposes of
this Section 9.1(d), a "Tax Benefit" to a party means an amount by which the tax
liability of such party (or group of Affiliates including such party) is reduced
as a result of its receipt of payment for such
Indemnity Claim, such amount to be determined at an assumed marginal tax rate
equal to the highest marginal tax rate then in effect for corporate taxpayers in
the relevant jurisdiction. Where a party has other losses, deductions, credits
or items available to it, the Tax Benefit from any Losses, deductions, credits
or items relating to the Indemnity Claim shall be deemed to be realized before
any other losses, deductions, credits or items. For purposes of this Section
9.1(d, a Tax Benefit is "currently realizable" to the extent that such Tax
Benefit can be realized in the current taxable period or year or in any Tax
Return with respect thereto (including through a carryback to a prior taxable
period) or in any taxable period or year prior to the date of the Indemnity
Claim. In the event that there should be a determination disallowing the Tax
Benefit, the indemnifying party shall be liable to refund to the indemnified
party the amount of any related reduction previously allowed or payments
previously made to the indemnifying party pursuant to this Section. The amount
of the refunded reduction or payment shall be deemed a payment under this
Section and thus shall be paid subject to any applicable reductions under this
Section. The parties agree that any indemnification payments made pursuant to
this Agreement shall be treated for tax purposes as an adjustment to the
Purchase Price, unless otherwise required by applicable Law.
(e) Notice and Opportunity to Defend. If there occurs an event which a
party asserts is an indemnifiable event pursuant to Section 9.1(a) or 9.1(b),
the party or parties seeking indemnification shall notify the other party or
parties obligated to provide indemnification (the "Indemnifying Party")
promptly. If such event involves any claim or the commencement of any action or
proceeding by a third person, the party seeking indemnification will give such
Indemnifying Party prompt written notice of such claim or the commencement of
such action or proceeding; provided, however, that the failure to provide prompt
notice as provided herein will relieve the Indemnifying Party of its obligations
hereunder only to the extent that such failure prejudices the Indemnifying Party
hereunder. In case any such action shall be brought against any party seeking
indemnification and it shall notify the Indemnifying Party of the commencement
thereof, the Indemnifying Party shall be entitled to assume the defense thereof,
with counsel selected by the Indemnifying Party and, after notice from the
Indemnifying Party to such party or parties seeking indemnification of such
election so to assume the defense thereof, the Indemnifying Party shall not be
liable to the party or parties seeking indemnification hereunder for any legal
expenses of other counsel or any other expenses subsequently incurred by such
party or parties in connection with the defense thereof. The Indemnifying Party
and the party seeking indemnification agree to cooperate fully with each other
and their respective counsel in connection with the defense, negotiation or
settlement of any such action or asserted liability. The party or parties
seeking indemnification shall have the right to participate at their own expense
in the defense of such action or asserted liability. If the Indemnifying Party
assumes the defense of an action no settlement or compromise thereof may be
effected (i) by the Indemnifying Party without the written consent of the
indemnified party (which consent shall not be unreasonably withheld or delayed)
unless all relief provided is paid or satisfied in full by the Indemnifying
Party or (ii) by the indemnified party without the consent of the Indemnifying
Party. In no event shall an Indemnifying Party be liable for any settlement
effected without its written consent.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. Fees and Expenses. (a) Except as otherwise provided in
this Agreement, the Company shall bear all expenses of the Seller Parties and of
Buyer in connection with the preparation and negotiation of this Agreement and
the Ancillary Documents and the consummation of the transactions contemplated
hereby and thereby, including without limitation, legal and other professional
fees and expenses incurred by Buyer; provided that:
(i) subject to (iii) below, all fees and expenses incurred in
connection with the audit (including appraisals for purposes of
the Acquisitions) of InfoAchieve for 2004, 2005 and 2006 shall be
borne in equal parts by Buyer and Seller;
(ii) in the event that this Agreement is terminated in accordance with
Article VIII hereof due to the acts or omissions of Seller or any
of the Seller Parties, the the Company shall reimburse Buyer
within ten Business Days immediately following the notice of
Buyer thereof for all reasonable costs and expenses, including,
without limitation, legal fees, auditing fees and other expenses,
incurred by Buyer in connection with the transaction contemplated
hereunder and for any additional fees and expenses incurred by
Buyer to enforce its rights under this provision up to an
aggregate amount of US$1,000,000, plus a break-up fee of
US$1,500,000; and
(iii) in the event that this Agreement is terminated in accordance
with Article VIII hereof due to the acts or omissions of Buyer,
Buyer shall reimburse the Company within ten Business Days
immediately following the notice of Seller thereof for all
reasonable costs and expenses, including, without limitation,
legal fees, auditing fees and other expenses, incurred by the
Seller Parties in connection with the transaction contemplated
hereunder and for any additional fees and expenses incurred by
the Seller Parties to enforce their rights under this provision
up to an aggregate amount of US$1,000,000; provided that (i)
Buyer shall pay a break-up fee of US$1,500,000 within ten
Business Days immediately following the notice of Seller thereof
and (ii) to the extent Seller makes use of the audit reports of
InfoAchieve in connection with any public offering, merger or
acquisition or financing transaction, Seller will reimburse Buyer
for the portion of fees and expenses previously paid in
connection with the audit of InfoAchieve.
(b) The Company shall bear all expenses incurred in connection with
the negotiation and consummation of the Acquisitions.
SECTION 10.2. Governing Law. This Agreement shall be construed under
and governed by the Laws of the State of New York.
SECTION 10.3. Materiality. As used in this Agreement, unless the
context would require otherwise, the terms "material" and the concept of the
"Material" nature of an effect upon the Group Companies and the Subsidiaries
shall be measured relative to the entire business of the Group Companies and the
Subsidiaries, taken as a whole, as such business is currently being conducted.
There have been, however, included in the Schedules and may be included
elsewhere in this Agreement items which are not "Material" within the meaning of
the immediately preceding sentence in order to avoid any misunderstanding, and
such inclusion shall not be deemed to be an agreement by the Seller Parties that
such items are "material" or to further define the meaning of such term for
purposes of this Agreement.
SECTION 10.4. Guaranty of Performance. Seller hereby guarantees the
performance by the Seller Parties (other than Seller) of their obligations under
this Agreement.
SECTION 10.5. Amendment. This Agreement may not be amended, modified
or supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
SECTION 10.6. No Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the Buyer, in the case of assignment by any
of the Seller Parties, and the Seller Parties, in the case of any assignment by
the Buyer.
SECTION 10.7. Waiver. Any of the terms or conditions of this Agreement
which may be lawfully waived may be waived in writing at any time by each party
which is entitled to the benefits thereof. Any waiver of any of the provisions
of this Agreement by any party hereto shall be binding only if set forth in an
instrument in writing signed on behalf of such party. No failure to enforce any
provision of this Agreement shall be deemed to or shall constitute a waiver of
such provision and no waiver of any of the provisions of this Agreement shall be
deemed to or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
SECTION 10.8. Notices.
(a) Any notice, demand, or communication required or permitted to be
given by any provision of this Agreement shall be deemed to have been
sufficiently given or served for all purposes if (i) personally delivered, (ii)
sent by a nationally recognized overnight courier service to the recipient at
the address below indicated or (iii) delivered by facsimile which is confirmed
in writing by sending a copy of such facsimile to the recipient thereof pursuant
to clause (i) or (ii) above:
If to the Buyer:
Focus Media Holding Limited
28-30/F, Zhao Feng World Trade Building
369 Jiangsu Road
Shanghai 100032 PRC
Attn: Xxxxxx Xx, Chief Financial Officer
x00 00 0000 0000 ex. 6339 (tel)
x00 000000 0000 (fax)
With a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
7/F, ICBC Tower
0 Xxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
Attn: Xxxxx Xxx, Esq.
x000 0000 0000 (tel)
x000 0000 0000 (fax)
If to any of the Seller Parties:
Framedia Advertising Development Co., Ltd.
XXXXXXX Xxxxx
00 XxxxXxxXxxXxx XxXxx
Xxxxxxx, 00000 PRC
Attn: Tan Zhi, Chairman and CEO
x00 00 00000000 (tel)
x00 00 00000000 (fax)
With a copy to:
O'Melveny & Xxxxx LLP
31st Floor, China World Tower
Xx. 0 Xxxxxxxxxxxxx Xxxxxx
Xxxxxxx 000000 PRC
Attn: Xxxxxx Xxxxx, Esq.
x00 00 0000 0000 (tel)
x00 00 00000000 (fax)
or to such other address as any party hereto may, from time to time, designate
in a written notice given in like manner.
Except as otherwise provided herein, any notice under this Agreement
will be deemed to have been given (x) on the date such notice is personally
delivered or delivered by facsimile or (y) the next succeeding Business Day
after the date such notice is delivered to the overnight courier service if sent
by overnight courier; provided that in each case notices received
after 4:00 p.m. (local time of the recipient) shall be deemed to have been duly
given on the next Business Day.
(b) For convenience only, the parties agree that all notices,
consents, directions or other actions that may be given or taken hereunder by
the Seller Parties may be given by Seller on behalf of the Seller Parties
pursuant to a written instruction or document duly executed by Seller and that
Buyer shall treat any such instrument or document as the action of the Seller
Parties hereunder.
SECTION 10.9. Complete Agreement. This Agreement, the Confidentiality
Agreements, the Ancillary Documents and the other documents and writings
referred to herein or delivered pursuant hereto contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and thereof. This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns.
SECTION 10.10. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and each of which shall be deemed an original.
SECTION 10.11. Publicity. The Seller Parties and the Buyer will
consult with each other and will mutually agree upon any publication or press
release of any nature with respect to this Agreement or the transactions
contemplated hereby and shall not issue any such publication or press release
prior to such consultation and agreement except as may be required by applicable
Law or by obligations pursuant to any listing agreement with any securities
exchange or any securities exchange regulation, in which case the party
proposing to issue such publication or press release shall make all reasonable
efforts to consult in good faith with the other party or parties before issuing
any such publication or press release and shall provide a copy thereof to the
other party or parties prior to such issuance.
SECTION 10.12. Headings. The headings contained in this Agreement are
for reference only and shall not affect in any way the meaning or interpretation
of this Agreement.
SECTION 10.13. Severability. Any provision of this Agreement which is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
SECTION 10.14. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any Person or
corporation, other than the parties hereto and their permitted successors or
assigns, any rights or remedies under or by reason of this Agreement.
SECTION 10.15. Dispute Resolution (a) Any dispute, controversy or
claim arising out of or relating to this Agreement, or the interpretation,
breach, termination or validity hereof, shall be resolved through consultation.
Such consultation shall begin immediately after
one party hereto has delivered to any other party hereto a written request for
such consultation. If within 30 days following the date on which such notice is
given the dispute cannot be resolved, the dispute shall be submitted to
arbitration upon the request of either party with notice to the other.
(b) The arbitration shall be conducted in Hong Kong under the auspices
of the Hong Kong International Arbitration Centre (the " HKIAC"). There shall be
three arbitrators. Each opposing party to a dispute shall be entitled to appoint
one arbitrator, and the third arbitrator shall be jointly appointed by the
disputing parties or, failing which the HKIAC shall appoint the third
arbitrator.
(c) The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered
by the HKIAC at the time of the arbitration.
(d) The arbitrators shall decide any dispute submitted by the parties
to the arbitration strictly in accordance with the substantive laws of New York
and shall not apply any other substantive law.
(e) Each party hereto shall cooperate with the other in making full
disclosure of and providing complete access to all information and documents
requested by the other in connection with such arbitration proceedings, subject
only to any confidentiality obligations binding on such party.
(f) The award of the arbitration tribunal shall be final and binding
upon the disputing parties, and the prevailing party may apply to a court of
competent jurisdiction for enforcement of such award.
(g) Either party shall be entitled to seek preliminary injunctive
relief from any court of competent jurisdiction pending the constitution of the
arbitral tribunal.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, in each case as of the
date first above written.
TOTAL TEAM INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
INFOACHIEVE LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
DUKELAND INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
ALL IN ONE INTERNATIONAL LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
IDG TECHNOLOGY VENTURE INVESTMENTS
FUND II, LP
By: /s/ Gongquan Wang
------------------------------------
Name: Gongquan Wang
Title: Authorized Signatory
FIRST CHOICE INVESTMENT GROUP LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
XXX ON INVESTMENTS LIMITED
By: /s/ Xxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxx Xxx (Chinese Character)
Title: Authorized Signatory
TIMELEADER PROFITS LIMITED
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx (Chinese Character)
Title: Authorized Signatory
YUFAI INVESTMENTS LIMITED
By: /s/ Xxxx Xxx
------------------------------------
Name: Xxxx Xxx (Chinese Character)
Title: Authorized Signatory
FOCUS MEDIA HOLDING LIMITED
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx (Chinese Character)
Title: Authorized Signatory
Schedule 1.1
Schedule 1.1A:
1. Dukeland Investments Limited (Tan Zhi)
2. All In One International Limited (Xxx Xxx)
Schedule 1.1B:
1. IDG Technology Venture Investments Fund II, LP
2. First Choice Investment Group Limited
3. Xxx On Investments Limited (Xxx Xxxxxxxx)
4. Timeleader Profits Limited (Xxxx Xxxxx)
5. Yufai Investments Limited (Xxx Xxxx)
Schedule 1.1C:
1. Be First Investments Limited (Xxx Xxx) (Management Shareholder)
2. Nice Excel Investments Limited (Ding Zhixue) (Management Shareholder)
3. Sparkle Media Limited (Li Songqiao) (Management Shareholder)
4. Excellent China (Group) Limited (Xx Xxxxxxxx) (Non-Management Shareholder)
5. Red Focus Inc. (Yang Xuxia) (Non-Management Shareholder)
6. Best Star Profits Limited (Wu Zefei) (Non-Management Shareholder)
Schedule 1.3
ANCILLARY DOCUMENTS
Confidentiality Agreements
Employee Non-Compete Agreements
Manager Non-Compete Agreements
Service Agreements
Initial Lock-up Agreements
Earnout Lock-up Agreements
Tax Indemnity Agreement
Escrow Agreement
Schedule 5.1
FRAMEDIA 2006 BUSINESS PLAN
Schedule 5.7
QUARTERLY NET INCOME TARGETS
Schedule 7.2
CONSENTS, WAIVERS AND APPROVALS
None.
Schedule 7.7
CONTROL AGREEMENTS
1. Loan Contract(s) by and between the Buyer or its wholly owned subsidiary
and the nominees designated by the Buyer, by which the Buyer or its wholly
owned subsidiary will extend a certain amount of loans to the nominees;
2. Equity Pledge Agreement(s) by and between the Buyer (or its wholly owned
subsidiary) and the nominees designated by the Buyer, by which the nominees
will pledge the equity interests they hold in Framedia Advertising to the
Buyer (or its wholly owned subsidiary) for the obligations of the nominees
and/or Framedia Advertising and/or Guangdong Shiji Shenghuo and/or Shanghai
New Framedia Advertising Co., Ltd. under any and all Control Documents to
which it is a party;
3. Shareholders Voting Rights Proxy Agreement(s) by and between the Buyer (or
its wholly owned subsidiary) and the nominees designated by the Buyer, by
which such nominees will irrevocably authorize any Person or Persons
designated by the Buyer (or its wholly owned subsidiary) to exercise on
their behalf the voting rights as shareholders of Framedia Advertising
and/or Guangdong Shiji Shenghuo and/or Shanghai New Framedia Advertising
Co., Ltd.;
4. Option Agreement(s) by and between the Buyer (or its wholly owned
subsidiary) and the nominees designated by the Buyer, by which such nomiees
will grant the Buyer (or its wholly owned subsidiary) an irrevocable
option, according to which, to the extent permitted under PRC laws, such
nominees shall, at the request of the Buyer (or its wholly owned
subsidiary), transfer all or part of the equity interest they hold in
Framedia Advertising and/or Guangdong Shiji Shenghuo and/or Shanghai New
Framedia Advertising Co., Ltd. to the Buyer (or its wholly owned
subsidiary) or any other entity or person designated by the Buyer (or its
wholly owned subsidiary) at the agreed price under the Option Agreement(s);
and
5. Exclusive Technical Service and Cooperation Agreement (s) by and between
the Buyer (or its wholly owned subsidiary) and Framedia Advertising and/or
Guangdong Shiji Shenghuo and/or Shanghai New Framedia Advertising Co.,
Ltd., by which the Buyer (or its wholly owned subsidiary) will exclusively
provide the technical services and other relevant consultancy services for
Framedia Advertising and/or Guangdong Shiji Shenghuo and/or Shanghai New
Framedia Advertising Co., Ltd.
Schedule 7.10
SELLER CORPORATE DOCUMENTS
Schedule 3.30 is incorporated by reference
DISCLOSURE SCHEDULE
This Disclosure Schedule is made and given pursuant to Article 3 of the
Share Purchase Agreement dated as of October 15, 2005 (the "Share Purchase
Agreement") by and among TOTAL TEAM INVESTMENTS LIMITED, an international
business company incorporated in the British Virgin Islands ("NewCo" or
"Seller"), INFOACHIEVE LIMITED, an international business company organized
under the laws of the British Virgin Islands ("InfoAchieve" or the "Company"),
several shareholders of NewCo set forth on Schedule 1.1A of the Share Purchase
Agreement (the "Management Shareholders"), the other shareholders of NewCo set
forth on Schedule 1.1B of the Share Purchase Agreement, and FOCUS MEDIA HOLDING
LIMITED, a company organized under the laws of the Cayman Islands ("Focus Media"
or "Buyer") , and should be considered an integral part of the Share Purchase
Agreement.
Unless the context otherwise requires, all capitalized terms are used
herein as defined in the Share Purchase Agreement.
The section numbers in this Disclosure Schedule correspond to the section
numbers in the Share Purchase Agreement; provided, however, that any information
disclosed herein under any section number shall be deemed disclosed and
incorporated into any other sections hereof where it is reasonably apparent on
its face that such disclosure is applicable, whether or not a specific cross
reference is included.
No disclosure in this Disclosure Schedule relating to any possible breach,
conflict, default or violation of any Contract or Law or otherwise shall be
construed as an admission or indication of any liability or that any breach,
conflict, default or violation exists or has actually occurred.
References to all other agreements in this Disclosure Schedule are only
summaries and are qualified in their entirety by reference to those agreements.
The headings contained in this Disclosure Schedule are included for
convenience only and are not intended to limit the effect of the disclosures
contained in this Disclosure Schedule or to expand the scope of the information
required to be disclosed in this Disclosure Schedule.
SCHEDULE 3.1
1. Share Purchase Agreement dated October 14, 2005 among IDG Technology
Venture Investment III, L.P. ("IDG"), First Choice Investment Group
Limited ("FCIG"), All In One International Limited, Timeleader Profits
Limited, Xxx On Investments Limited, Yufai Investments Limited, Dukeland
Investments Limited, the Company and Seller;
2. Termination Agreement dated October 14, 2005 among the Company, IDG, FCIG,
Xxx Xxx, Xxxx Xxxxx, Xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxx, Shanghai Framedia
Advertising Development Co., Ltd. and Shanghai Framedia Investment
Consultancy Co., Ltd.;
3. Loan Agreement dated July 13, 2005 among the Company, IDG, FCIG, Xxx Xxx,
Xxx Xxxx and Xxx Xxx;
4. Amendment Agreement to the Loan Agreement dated July 15, 2005 among the
Company, IDG, FCIG, Xxx Xxx, Xxx Xxxx and Xxx Xxx;
5. Second Amendment Agreement to the Loan Agreement dated July 15, 2005 among
the Company, IDG, FCIG, Xxx Xxx, Xxx Xxxx and Xxx Xxx;
6. Loan Agreement dated June 1, 2005 between the Company and Xxxx Xxxx;
7. Loan Agreement dated May 10, 2005 between the Company and Tan Zhi;
8. Loan Agreement dated July 13, 2005 between the Company and Xxxx Xxxxx
9. Loan Agreement dated July 13, 2005 between the Company and Xxx Xxxx;
10. Loan Agreement dated July 13, 2005 between the Company and Xxx Xxx;
11. Loan Agreement dated July 13, 2005 between the Company and Xxx Xxxxxxxx;
12. Supplemental Agreement to the Framework Purchase Agreement dated October
14, 2005 among the Company, Seller, Li Songqiao and Guangdong Shiji
Shenghuo Advertising Co., Ltd.;
13. Supplemental Agreement to the Framework Asset Purchase Agreement dated
October 14, 2005 among the Company, Seller, Xxx Xxx, Xx Xxxx and Beijing
Langmen Shenghuo Advertising Co., Ltd.;
14. Supplemental Agreement to the Framework Asset Purchase Agreement dated
October 14, 2005 among the Company, Seller, Beijing Yangguang Jiaxin
Investment Co., Ltd., Beijing Ruizhi Communications Technology Consultancy
Co., Ltd. and Shanghai Yangguang Jiaxin Advertising Marketing Co., Ltd.;
15. Supplemental Agreement to the Framework Asset Purchase Agreement dated
October 14, 2005 among the Company, Seller, Ding Zhixhue and Beijing
Tuojia Shenghuo Advertising Co., Ltd.;
16. Supplemental Agreement to the Framework Asset Purchase Agreement dated
October 14, 2005 among the Company, Seller, Xx Xxxxxxxx, Liu Huangfeng and
Guangzhou Xxxx Advertising Co., Ltd.;
17. Supplemental Agreement to the Framework Asset Purchase Agreement dated
October 14, 2005 among the Company, Seller, Shenzhen Jintan Advertising
Co., Ltd., Wu Zefei, Hu Feng, Shenzhen Xinghuo Advertising Co., Ltd. and
Dongguan Xinghuo Advertising Co., Ltd.;
18. Third Amendment Agreement dated October 14, 2005 among IDG, the Company,
FCIG, Xxx Xxx, Xxx Xxxx and Xxx Xxx and Seller, to the Loan Agreement
dated July 13, 2005 among IDG and the Company and related parties;
19. Amendment Agreement dated October 14, 2005 among Xxxx Xxxx, the Company,
and Seller, to the Loan Agreement dated June 1, 2005 among Xxxx Xxxx and
the Company and related parties;
20. Amendment Agreement dated October 14, 2005 among Tan Zhi, the Company, and
Seller, to the Loan Agreement dated May 10, 2005 among Tan Zhi and the
Company and related parties;
21. Amendment Agreement dated October 14, 2005 among Xxxx Xxxxx, the Company,
and Seller, to the Loan Agreement dated July 13, 2005 among Xxxx Xxxxx and
the Company and related parties;
22. Amendment Agreement dated October 14, 2005 among Xxx Xxxx, the Company,
and Seller, to the Loan Agreement dated July 13, 2005 among Xxx Xxxx and
the Company and related parties;
23. Amendment Agreement dated October 14, 2005 among Xxx Xxx, the Company, and
Seller, to the Loan Agreement dated July 13, 2005 among Xxx Xxx and the
Company and related parties;
24. Amendment Agreement dated October 14, 2005 among Xxx Xxxxxxxx, the
Company, and Seller, to the Loan Agreement dated July 13, 2005 among Xxx
Xxxxxxxx and the Company and related parties;
25. Schedule 3.22 is hereby incorporated by reference.
26. Schedule 3.23 is hereby incorporated by reference.
SCHEDULE 3.3
SHAREHOLDER TYPE & NO. OF SHARES OF THE COMPANY
Seller 1,000,000 Common Stock each of US$0.01.
SCHEDULE 3.4
JURISDICTION OF REGISTERED CAPITAL/AUTHORIZED
COMPANY NAME INCORPORATION CAPITAL SHAREHOLDER PERCENTAGE NOTES
-------------------- --------------------- ----------------------------- ------------- ---------- -----------------------------
Company British Virgin Authorized share capital is Seller 100%
Islands US$50,000 divided into
5,000,000 Common Stock of
US$0.01 each, of which
1,000,000 Common Stock has
been issued and outstanding.
Framedia Advertising XXX XXX0,000,000 Xxxx Xxxxxxxx 43% The registered capital of
Xxxx Xxxxx 16.9% Framedia Advertising was paid
Xxx Xxxxxxxx 15.72% up through a loan agreement
Xxx Xxx 17.72% between the Company and each
Xxx Xxxx 6.66% of Xxxx Xxxxxxxx, Xxxx Xxxxx,
Xxx Xxxxxxxx, Xxx Xxx and
Xxx Xxxx, respectively.
Pursuant to the Structure
Agreements, Framedia
Advertising covenants to the
Company that it will not
conduct certain behaviors
(without the prior consent
from the Company).
Each of the shareholders of
Framedia Advertising has
pledged its respective
interest in Framedia
Advertising to the Company.
Each of the shareholders of
Framedia Advertising has
granted the Company an option
to purchase all or part of
its interest in Framedia
Advertising.
Xxxxxxxxx Xxxxx XXX XXX0,000,000 Xxx Xxx 90% The registered capital of Guangdong Shiji Shenghuo
Shenghuo Xxx Xxxx 10% should have been paid up through a loan agreement
between the Company and each of Xxx Xxx and Xxx
Xxxx, respectively. But at present the Company
hasn't performed its obligation to wire the loan to
Xxx Xxx and Xxx Xxxx, and RMB5,000,000 is not in the
bank account of Guangdong Shiji Shenghuo.
Pursuant to the Structure Agreements, Guangdong
Shiji Shenghuo covenants to the Company that it will
not conduct certain behaviors (without the prior
consent from the Company).
Each of the shareholders of Guangdong Shiji Shenghuo
has pledged its respective interest in Guangdong
Shiji Shenghuo to the Company.
Each of the shareholders of Guangdong Shiji Shenghuo
has granted the Company an option to purchase all or
part of its interest in the Company.
Framedia Advertising PRC N/A Framedia 100%
Beijing Branch Advertising
Framedia Advertising PRC N/A Framedia 100%
Guangzhou Branch Advertising
Framedia Advertising PRC N/A Framedia 100%
Nanjing Branch Advertising
Framedia Advertising PRC N/A Framedia 100% The annual inspection of Shenzhen Branch for the
Shenzhen Branch Advertising year 2004 is in process.
Framedia Advertising PRC N/A Framedia 100%
Wuhan Branch Advertising
Framedia Advertising PRC N/A Framedia 100%
Donguan Branch (to Advertising
be established in
later 2005)
Shanghai New Frame PRC RMB1,000,000 Xxx Xxx 40%
Advertising Co.,
Ltd. (to be
established by the
end of 2005) Xxx Xxx 60%
Pursuant to the Share Purchase Agreement dated October 14, 2005 among IDG, FCIG,
All In One International Limited, Timeleader Profits Limited, Xxx On Investments
Limited, Yufai Investments Limited, Dukeland Investments Limited, the Company
and Seller, Seller has assumed all of the employee stock options, the warrants
and the contractual obligations to issue stock for Acquired Business of the
Company.
SCHEDULE 3.5
CORPORATE RECORDS OF INFOACHIEVE
INFOACHIEVE LIMITED
JULY 28, 2004
1. Xxx Xxx subscribed for 100 Common Shares in a consideration of US$100.
2. Liu Shi Sheng subscribed for 100 Common Shares in a consideration of
US$100.
3. Zhao Hai Qi subscribed for 100 Common Shares in a consideration of US$100.
4. Xxx Xxxx subscribed for 100 Common Shares in a consideration of US$100.
Xxx Xxx: owned 100 Common Shares.
Liu Shi Sheng: owned 100 Common Shares.
Zhao Hai Qi: owned 100 Common Shares.
Xxx Xxxx: owned 100 Common Shares.
InforAchive splitted its common shares shares by 1 into 100 on March 18,2005.
INFOACHIEVE LIMITED
MARCH 21, 2005
1. Xxx Xxx subscribed for 280,000 Common Shares in a consideration of
US$280,000.
2. Liu Shi Sheng subscribed for 280,000 Common Shares in a consideration of
US$280,000.
3. Zhao Hai Qi subscribed for 290,000 Common Shares in a consideration of
US$290,000.
4. Xxx Xxxx subscribed for 110,000 Common Shares in a consideration of
US$110,000.
Xxx Xxx: owned 290,000 Common Shares
Liu Shi Sheng: owned 290,000 Common Shares
Zhao Hai Qi: owned 300,000 Common Shares
Xxx Xxxx: owned 120,000 Common Shares
(1) On May 12, 2005, Xxx Xxx, Liu Shi Sheng, Zhao Hai Qi and Xxx Xxxx("the
Transferor") entered into a Share Transfer Agreement with Tan Zhi("the
Transferee") whereby the Transferor transferred 50,000 Common Shares to the
Transferee for a consideration of RMB500.
(2) On May 12, 2005, Xxx Xxx, Xxx Xxx Sheng, Zhao Hai Qi and Xxx Xxxx ("the
Transferor") entered into a Share Purchase Agreement with First Choice
Investment Group Limited ("FCIG") and under the Share Purchase Agreement, FCIG
purchased from the Transferor 270,000shares as the Preference Shares A-1, for a
consideration of RMB9, 440,000.
(3) On May 12, 2005, FCIG and IDG entered into a Share Transfer Agreement
whereby FCIG transferred to IDG 40,000 shares which were treated as the
Preference Shares A-1, for a consideration of RMB1,398,519.
INFOACHIEVE LIMITED
MAY 12, 2005
Xxx Xxx: owned 197,200 Common Shares
Liu Shi Sheng: owned Common Shares
Zhao Hai Qi: owned Common Shares
Xxx Xxxx: owned 81,600 Common Shares
Tan Zhi : owned 50,000 Common Shares
FCIG: owned 270,000 Series A-1 Shares
IDG: owned 40,000 Series A-1 Shares
On May 18, 2005, Xxx Xxx, Xxx Xxx Sheng, Zhao Hai Qi and Xxx Xxxx ("the
Transferor") entered into a Share Purchase Agreement with IDG Technology Venture
Investment III L.P. ("IDG") and under the Share Purchase Agreement, IDG
purchased from the Transferor 110, 000 shares as the Preference Shares A-2, for
a consideration of RMB5,170,000.
INFOACHIEVE LIMITED
18 MAY, 2005
Xxx Xxx: owned 177,200 Common Shares
Liu Shi Sheng: owned 157,200 Common Shares
Zhao Hai Qi: owned 169,000 Common Shares
Xxx Xxxx: owned 66,600 Common Shares
Tan Zhi: owned 50,000 Common Shares
FCIG: owned 230,000 Series A-1 Shares
IDG: owned 110,000 Series A-2 Shares
40,000 Series A-1 Shares
ACQUISITIONS OF INFOACHIEVE
1. On 12 May, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Guangdong Shiji
Shenghuo Advertisment Co., Ltd ("GUANGDONG SHIJI SHENGHUO") in a
consideration of RMB 5,800,000 and 90,000 common shares of the Company in
favor of Li Song Qiao, a shareholder of Guangdong Shiji Shenghuoi.
2. On 1 June, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Beijing Langmei
Advertisement Co., Ltd ("BEIJING LANGMEI") in a consideration of RMB6,
850,000 and 160,000 common shares of the Company in favor of Xxx Xxx and
Li Ping, shareholders of Beijing Langmei.
3. On 12 June, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Shanghai Yangguang Jia
Xin Advertisement & Marketing Co., Ltd ("SHANGHAI YANGGUANG") in a
consideration of RMB2, 000,000 and 99,000 common shares of the Company in
favor of Beijing Yangguang Jiaxin Investment Co., Ltd and Beijing Ruizhi
Telcom Technology and Consulting Co., Ltd, shareholders of Shanghai
Yangguang.
4. On 12 June, 2005, InfoAchiece("THE COMPANY")acquired the assets
related to the elevator advertisement network from Beijing Tuojia
Advertisement Co., Ltd ("BEIJING TUOJIA") in a consideration of
RMB7,200,000 and 95,200 common shares of the Company in favor of Xxxx Xxx
Zhi, a shareholder of Beijing Tuojia.
5. On 20 June, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Guangzhou Xxxx
Advertisement Co., Ltd ("Guangzhou Xxxx") in a consideration of
RMB4,000,000 and 140,000 common shares of the Company in favor of Xx Xxxx
Long and Liu Xxxxx Xxxx, shareholders of Guangzhou Xxxx.
6. On 20 June, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Beijing Chengxin Sihai
Advertisement Co., Ltd("Beijing Chengxin Sihai") in a consideration of
RMB10,000,000 in favor of Xxx Xxxxxxx, Xx Xxxxxx and Xx Xxxxx,
shareholders of Beijing Chengxin Sihai.
7. On 22 Aug, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Beijing Lingxian Media
Co., Ltd(Beijing Lingxian") in a consideration of RMB8,200,000 in favor of
Xxxxx Xxxxxxx, Song Gang and Guo Lianying, equityholders of Beijing
Lingxian.
8. On 31 Aug, 2005, InfoAchieve("THE COMPANY")acquired the assets
related to the elevator advertisement network from Shenzhen Xinghuo
Advertisement Co., Ltd("Shenzhen Xinghuo") in a consideration of
RMB7,000,000 and 30,000 common shares of the Company in favor of Wu Zefei,
Hu Feng and Shen Jintan Advertisement Co., Ltd, equityholders of Shenzhen
Xinghuo.
Due Diligence reflects that till Oct 15, in terms of the above-mentioned
acquisitions, InfoAchieve has yet paid off its full consideration and there is
an outstanding amount of RMB39,970,00 in its cash consideration and none of the
share consideration has issued and allotted.
LOANS FROM SHAREHOLDERS OF INFOACHIEVE AS OF 13 JULY, 2005
1. InfoAchieve got a loan from IDG in an amount of US$1,811,594 and granted
IDG a warrant to purchase from the Company up to 35,550 shares at a
subsription price of US$15,287 per share.
2. InfoAchieve got a loan from Mr. Xxxx Xxxx in an amount of RMB4, 000,000
and granted Mr. Xxxx Xxxx a warrant to purchase from the Company up to
10,000 shares at a subsription price of US$15,287 per share.
3. InfoAchieve got a loan from Xx. Xxx Zhi in an amount of RMB2,700,000 and
granted Mr. Xxxx Xxxx a warrant to purchase from the Company up to 10,000
shares at a subsription price of US$15,287 per share.
4. InfoAchieve got a loan amounting to RMB3,027,560 from Messrs. Xxx Xxx, Xxx
Xxx Sheng, Zhao Hai Qi and Xxx Xxxx and granted the above four individual
equityholders a warrant to purchase from the Company up to 10,000 shares
at a subsription price of US$15,287 per share. Till now, InfoAchieve has
repaid the four individuals an amount of RMB284,575.22 and the balance is
RMB2,742,984.78.
STOCK OPTION SCHEME OF INFOACHIEVE
A shareholders Resolution has been passed on July 12, 2005 in which the Board is
authorized to grant to the employees an option to purchase up to 300,000 common
shares of the Company, among which 258,900 option shares shall be granted for
the first time at an exercise price of RMB47 and 17,600 option shares shall be
granted for the second time at an exercise of RMB150.
A board resolution that passed on September 1, 2005 resloved to over allot Mr.
Tanzhi 400,000 common shares of the Company as the incentive.
SEPTEMBER 26, 2005
Mr. Tanzhi transferred 50,000 common shares of the Company to Duke land
Investments Limited.
INFOACHIEVE LIMITED
OCTOBER 14, 2005
1. Xxx Xxx transferred 177,200 common shares of the Company to All In One
International Limited.
2. Liu Shi Sheng transferred 157,200 common shares of the Company to Xxx On
Investments Limited,
3. Zhao Hai Qi transferred 169,000 common shares of the Company to Timeleader
Profits Investments Limited.
4. Xxx Xxxx transferred 66,600 common shares of the Company to Yufai
Investments Limited.
IMMEDIATELY FOLLOWING THE ABOVE TRANSFER, THE SHAREHOLDING STRUCTURE OF
INFOACHIEVE BEING AS FOLLOWS:
SHAREHOLDER SHARE NUMBERS
Xxx On Investments Limited 157,200
All In One International Limited 177,200
Common Timeleader Profits Investments Limited 169,000
Shares
Yufai Investments Limited 66,600
Dukeland Investments Limited 50,000
Preference IDG
Shares 150,000
FCIG 230,000
IDG 35,550
Tan Zhi 10,000
Warrant Liulei and others 10,000
Xxxx Xxxx 10,000
Option 276,500
5. On Oct 14, 2005, FCIG, a share transfer agreement was made and entered
into by and amongst IDG, All In One International Limited, Xxx
On Investments Limited, Timeleader Profits Investments Limited, Yufai
Investments Limited, Dukeland Investments Limited, Infoachieve and Total
Team Investments Limited and under the share transfer agreement, FCIG,
IDG, All In One International Limited, Xxx On Investments Limited,
Timeleader Profits Investments Limited, Yufai Investments Limited,
Dukeland Investments Limited transferred all the shares they owned of
record to Total Team Investments Limited and at the same time all the
preference shares were converted into common shares , and Total Team
Investments Limited would be liable for all the outstanding warrants and
options that Infoachieve had granted.
IMMEDIATELY FOLLOWING THE ABOVE TRANSFER, THE SHAREHOLDING STRUCTURE OF
INFOACHIEVE BEING AS FOLLOWS:
SHAREHOLDER SHARE NUMBER
Common shares Total Team Investments Limited 1,000,000
SCHEDULE 3.6
BALANCE SHEET
NAME OF COMPANY: INFOACHIEVE LIMITED CONSOLIDATED SHEET
ITEM AUGUST 31 ITEM AUGUST 31
------------------------------------ ------------- --------------------- --------------
Cash 9,533,426.41 Liquidated Debt:
Short Loan Short Loan
Receipt Receivable Receipt Receivable
Equity Interest Receivable Accounting Payable 4,422,640.68
Interest Receivable Accounting Collected
in Advance
accounting receivale 19,442,485.78 Payroll Payable 738,197.45
Other accounting receivale 20,200,925.61 Welfare Payable 200,456.89
Accounting Prepaid 370,116.00 Equity Interest
Payable
Subsidy Receivable Tax Payable 1,889,316.04
Storage 3,760,165.80 Other Accouting
Payable
Amortization 465,859.37 Other Accounting 70,380,706.47
Prepaid
Long Investment due within one year Accured Expense 2,990,567.00
Current Assets Current Liabilites
Long-term
Liabilities due
within one year
Director Accounting Receiable Other Current
Liabilities
Accouting Receivable from subsidiary
and company
Business 234,898.00 Director Accounting
Payable
Accouting Payable
from subsidiary and
company
Current Assets in Total 54,007,876.97 Current Liability in 80,621,884.53
-------------- Total -------------
Long-term Investment Long-term Liability
Long-term Equity Investment Long-term Loan
Long-term Credit Investment Securities Payable
Long-term Investment in Total Long-term Accounting
Payable
Consolidated Difference Exclusive Accounting
Payable
Other Long-term
Liability
Fixed Assets
Original Price of Fixed Assets 2,632,964.28 Long-term Liability
in Total
Minus: Accumulated Depreciation -514,562.60
Net Worth of Fixed Assets 1,372,513.20 Deferred Assets
Minus: Impairment of Fixed Assets Loan for Deferred
Assets
Net Worth of Fixed Assets 1,372,513.20
Project Material Liability in Total 80,621,884.53
Current Construction
Disposal of Fixed Assets
Fixed Assets in Total 1,802,159.52 Minority Shareholder
Interest
Shareholder Interest
Intangible Assets and Other Assets Equity 6,000,000.00
Intangible Assets 38,362.00 Capital Surplus
Long-term Prepaid Expense 68,951.55 Surplus Reverse
Other Long-term Assts Non-distributed -30,704,534.49
Interest
foreign currency
translation
Intangible Assets and Other Assets in 107,313.55
Total
Deferred Assets:
Deffered Assets Debit Shareholder Interest -24,704,534.49
in Total
Liability and
Assets in Total 55,917,350.04 Shareholder Interest 55,917,350.04
------------- in Total --------------
INFOACHIEVE LIMITED CONSOLIDATED SHEET
JANUARY TO AUGUST 2005
ITEM JANUARY TO AUGUST
------------------------------------------------- -----------------
SALES 51,166,420.33
Minus: Cost of sales 24,199,988.23
Sales tax 4,860,809.93
PROFIT 22,105,622.17
Add: Profit -2,699.37
Minus: -
Operating expenses 6,912,485.94
General and administrative expenses 3,042,642.56
Financial expenses 1,203,481.88
OPERATING PROFIT 10,944,312.42
Add: Investment income
Subsidy income 821,221.05
Non-operating income 1,000.00
Minus: Non-operating expenses 51,052,145.82
PROFIT IN TOTAL -39,285,612.35
Minus: Income tax 3,386.04
NET PROFIT -39,288,998.39
BALANCE SHEET
COMPANY NAME: INFOACHIEVE LIMITED CONSOLIDATED SHEET
ITEM END OF YEAR ITEM END OF YEAR
------------------------------------ ------------- --------------------- --------------
Cash 11,233,421.21 Liquidated Debt:
Short Loan - Short Loan -
Receipt Receivable - Receipt Receivable -
Equity Interest Receivable - Accounting Payable 3,216,018.72
Interest Receivable - Accounting -
Collected in Advance
accounting receivale 25,581,587.68 Payroll Payable 995,436.24
Other accounting receivale 15,348,185.43 Welfare Payable 235,835.28
Accounting Prepaid 2,100.00 Equity Interest 0.00
Payable
Subsidy Receivable - Tax Payable 2,494,845.84
Storage 7,270,060.38 Other Accouting -50,560.36
Payable
Amortization 1,129,499.13 Other Accounting 69,730,948.13
Prepaid
Long Investment due within one year - Accured Expense 570,766.34
Current Assets - Current Liabilites -
Long-term
- Liabilities due -
within one year
Director Accounting Receiable - Other Current -
Liabilities
Accouting Receivable from subsidiary
and company - -
Business 233,978.00 Director Accounting -
Payable
- Accouting Payable -
from subsidiary and
company
- -
Current Assets in Total 60,798,831.83 Current Liability in 77,193,290.19
------------- Total --------------
Long-term Investment - Long-term Liability
Long-term Equity Investment - Long-term Loan -
Long-term Credit Investment - Securities Payable -
Long-term Investment in Total - Long-term Accounting -
Payable
Consolidated Difference - Exclusive Accounting -
Payable
- Other Long-term -
Liability
Fixed Assets - -
Original Price of Fixed Assets 1,838,193.28 Long-term Liability -
in Total
Minus: Accumulated Depreciation 188,724.60 -
Net Worth of Fixed Assets 1,649,468.68 Deferred Assets -
Minus: Impairment of Fixed Assets - Loan for Deferred -
Assets
Net Worth of Fixed Assets 1,649,468.68
Project Material -
Current Construction -
Disposal of Fixed Assets -
Fixed Assets in Total 1,649,468.68 Liability in Total 77,193,290.19
--------------
Intangible Assets and Other Assets - Minority Shareholder
Interest
Intangible Assets 53,044.00 Shareholder Interest
Long-term Prepaid Expense 67,741.87 Equity 6,000,000.00
Other Long-term Assets - Capital Surplus -
- Surplus Reverse -
- Non-distributed -20,624,203.81
Interest
- foreign currency -
translation
Intangible Assets and Other Assets in 120,785.87 Shareholder Interest -14,624,203.81
Total ------------- in Total --------------
Assets in Total 62,569,086.38 Liability and 62,569,086.38
------------- Shareholder Interest --------------
in Total
PROFIT TABLE JANURYA TO SEPTEMBER 2005
COMPANY NAME : INFOACHIEVE LIMITED
CONSOLIDATED SHEET
ITEM JANUARY TO SEPTEMBER
--------------------------------------------- ---------------------
SALES 66,216,019.35
Minus: Cost of sales 26,256,250.32
Sales tax 6,290,521.84
PROFIT 33,669,247.19
Add: Profit 550,231.63
Minus:
Operating expenses 10,505,357.61
General and administrative expenses 4,169,336.59
Financial expenses 984,307.03
OPERATING PROFIT 18,560,477.59
Add: Investment income
Subsidy income 1,062,767.11
Non-operating income 1,000.00
Minus: Non-operating expenses 51,527,957.04
PROFIT IN TOTAL -31,903,712.34
Minus: Income tax 3,686.04
NET PROFIT -31,907,398.38
SCHEDULE 3.7A
Framedia Advertising has entered into an Advertisement Release Agreement with
Baolin Advertising (Shanghai) Co., Ltd. ("Baolin Advertising") on September 4,
2005, pursuant to which Framedia Advertising should, at the time of two months
prior to the change of ownership interest or change of control in relation to
Framedia Advertising, give a written notice to Baolin Advertising of such
change, and Baolin Advertising has the right determine whether to terminate this
Advertisement Release Agreement or not. The term of this Advertisement Release
Agreement is three months and the total amount payable by Baolin upon complete
performance by Framedia Advertising of its obligations under this Advertisement
Release Agreement is RMB821,000.
Certain Seller Parties may be subject to certain registration and approval
requirements under PRC regulation with respect to their overseas investments.
SCHEDULE 3.11
The Company has entered into a Share Purchase Agreement on October 14, 2005 with
IDG, FCIG, All In One International Limited, Timeleader Profits Limited, Xxx On
Investments Limited, Yufai Investments Limited, Dukeland Investments Limited and
Seller, pursuant to which Seller purchased the entire issued share capital of
the Company from IDG, FCIG, All In One International Limited, Timeleader Profits
Limited, Xxx On Investments Limited, Yufai Investments Limited and Dukeland
Investments Limited, and assumed all of the employee stock options, the warrants
and the options issued to the acquired entities of the Company.
SCHEDULE 3.12
Framedia Advertising Shenzhen Branch and Beijing Branch have paid the following
overdue amount to the relevant tax authorities: (1) Shenzhen Branch - RMB171.22
in respect of withholding income tax for the months April and May of 2005; (2)
Beijing Branch - RMB2,774.76 in respect of withholding income tax for the months
from March to August of 2005, RMB138.52 in respect of business tax, city
construction fees and culture and education related fees.
With respect to withholding income tax from employee salaries, Framedia
Advertising currently allows the few employees to deduct certain expenses as
reimbursement, sales commissions or rebates from their respective pre-tax
salaries no more than RMB100,000 per month in average.
Some of stamp duty taxes in an total amount no more than RMB60,000 has not been
paid by Framedia Advertising.
SCHEDULE 3.13
Details of the social insurance status of Framedia Advertising and its branches
are listed as below:
INSTRUCTION TO THE NATIONAL HUMAN RECOURSES
1. COMAPANY WITH THE FOLLOWING NAMES EXECUTES THE LABOUR CONTRACT WITH
EMPLOYEES:
1. Company: Shanghai Framdia Advertisement Development Co., Ltd
2. Northern Region: Beijing Subsidiary of Shanghai Framdia Advertisement
Development Co., Ltd,
3. Eastern Region:(1) Shanghai Framedia Culture Advertisement Co., Ltd
(2) Shanghai Framdia Advertisement Development Co., Ltd
4. Southern Region: Guanzhou Subsidiary of Shanghai Framdia Advertisement
Development Co., Ltd.
Shenzhen Subsidiary of Shanghai Framdia Advertisement Development Co., Ltd.
5. Wuhan Company: Wuhan Subsidiary of Shanghai Framdia Advertisement Development
Co., Ltd.
6. Nanjing Company: Nanjing Subsidiary of Shanghai Framdia Advertisement
Development Co., Ltd.
2. AS DATE OF SEPTEMBER 30, THE NUMBER OF THE PEOPLE IN THE COMPANIES
NATIONALWIDE
1. Company Headquater: 25
2. Northern Region: 150
3. Eastern Region: 77
4. Southern Region: 120
5. Wuhan Company: 16
6. Nanjing Company: 6
Total: 394
3. SOCIAL WELFARE PAID BY THE COMPANY FOR THE EMPLOYEES (PAID BY THE COMPANY
SINCE ITS ESTABLISHMENT)
1. Company Headquater: April 2005
2. Northern Region: April 2005
3. Eastern Region: July 2005
4. Southern Region: Guanzhou: October 2004
Shenzhen: September 2004 - Feburary 2005, Employee
insurace is under the name of the former companyh,
it alters to be under the name of the new company
since March 2005
5. Wuhan Company: April 2005
6. Nanjing Company: August 2005
4. FROM JANURARY 1, 2005, THE SPECIFIC TYPE AND BASIC AMOUNT OF THE SOCIAL
WELFARE PAID BY THE COMPANY FOR THE EMPLOYEES
1. Company Headquater: retirement, work injury, unemployment,medical, maternity
(from July 2005), Housing (from October 2005)
2. Northern Region: retirement, work injury, unemployment,medical, maternity
(from July 2005), Housing (from October 2005)
3. Eastern Region: retirement, work injury, unemployment, medical, maternity,
Housing
4. Southern Region: Guangzhou: retirement, work injury, unemployment, medical,
maternity Shenzhou: retirement, work injury, unemployment,
medical
5. Wuhan Company: retirement, work injury, unemployment, medical
6. Nanjing Company: retirement, work injury, unemployment, maternity
NOTE: PLEASE SEE THE TABLE FOR THE BASIC AMOUNT OF EACH INSURANCE
5. EXPECT FOR SOCIAL INSURANCE, THE COMPANY IS PLANNING TO TAKE THE COMMERCIAL
INSURANCE FOR THE EMPLOYEES AS FOLLOWING:
1. Company Headquater: No
2. Northern Region:Incidental commercial insurance for the employees in the
engineering group of client service department is under
procedure
3. Eastern Region:(1) Incidental commercial insurance for the employees in the
engineering group of client service department is under
procedure
(2) Non-local employee pay the comprehensive insurance:
retirement, work injury is under Ping An Insurance; the two
part is managed by the social insurance deparatment
4. Southern Region: Incidental commercial insurance for the employees in the
engineering group of client service department is under
procedure
5. Wuhan Company: Incidental commercial insurance for the employees in the
engineering group of client service department is under
procedure
6. Nanjing Company: Incidental commercial insurance for the employees in the
engineering group of client service department is under
procedure
6. PUBLIC ACCUMULATION FUND FOR HOUSING PAID BY COMPANY
1. Company Headquater, Northern Region, Easter Region:housing fund is all base
on the real salary as the basic amount, among which the amount paid by Nothern
Region is no more than RMB1417/month(undertaken by company plus by individual)
2. Southern Region, Wuhan Company and Nanjing Company: October 2005 under
procedure
7. NO. OF PEOPLE WITH INSURANCE PAID AND UNPAID
Beijing: paid: 52; unpaid: 123
Shanghai: paid: 44; unpaid: 33
Shenzhen: paid: 18; unpaid: 36
Guanzhou: paid: 43; unpaid: 23
Wuhan: paid: 14; unpaid: 2
Nanjing: paid: 6; unpaid: 0
CURRENT SITUATION FOR PAYMENT OF INSURANCE THE COMPANY NATIONALWIDE(TAKEN
SEPTEMBER 30 AS EXAMPLE)
WORK
RETIREMENT UNEMPLOYMENT INJURY MEDICICAL HOUSING
----------------- ----------------- ------- ------------------- -------------------
REGION BASIC AMOUNT CO. EMPLOYEE CO. EMPLOYEE CO. CO. EMPLOYEE MATERNITY CO EMPLOY- EE
----------- ------------ ----- -------- ----- -------- ----- ------- -------- --------- ------ ----------
1000/1500/
2000/Famer
Headquater/ worker
Beijing 545/ 20% 8% 1.50% 0.50% 0.50% 10% 2%+3 0.80% 10% 10%
Refer to
salary, no
more than
Shanghai RMB 6099 22% 8% 2% 1% 0.50% 12% 2% 0.50% 7% 7%
Xxxxxxxx 0000/0000 9%/8% 5% 0.4% 0.50% 6.5%/1% 2% 0.50% 13.00%
Guangzhou 1422/2585 12% 8% 2% 1% 0.50% 8%+5 1% 0.70%
Wuhan 1000 20% 7% 2% 1% 8% 2% 0.50% 10% 10%
941(min.
Nanjing amount) 21% 8% 2% 1% 0.2% 9% 2%+10 0.80% 8% 8%
Explantion
1. Beijing
(1) The minimus for medical insurance is RMB1417,maximum RMB7086/month,less
than this will increase automatically(e.g. Famer's retirement, work injury,
unemployment basic amount is RMB545,medical basic amount is RMB1417);
(2) Maternity insurance is compulsory for the people with Beijing Hukou;
(3) Basic amount for the employee is set as salary of RMB1000, RMB1500,
RMB2000, more than RMB 2000 will be paid according to RMB 2000;
(4) Public accumulation fund of housing is carried out from September this
year.
2. Shanghai
(1) Paid according to the salary of the employee, min. RMB1220/month, max.
6099/month;
(2) non-local employee paid for a fixed amount as for RMB172.5/month, and is
the comprehensive insurance for the non-locals
3. Shenzhen
(1) Paid according to the salary of the employee, min. XXX 0000/xxx, managers
and above paid based on RMB2000;
(2) non-local employee only pay for the insurance for living in hospital,
company undertake1%, individual undertakes none
(3) the proportion for the non-local employee paying for retirement insurance
against company is 8%, individual and shenzhelocal employee samely
undertakes 5%;
(4) Housing and maternity insurance only required amoung the one with shenzhen
Hukou; Housing insurance can only be carried out for the one with no
premise and living in shenzhen for a long time
4. Guangzhou
(1) Paid according to the salary of the employee, min. XXX 0000/xxxxx,xxxxxxxx
and above paid based on XXX 0000/xxxxx;
(2) maternity and medical only carried out for the one with Guangzhou Hukou
(3) no requirement from the government for the housing insurance
5. Wuhan
(1) Minimus amount for the payment of insurance is RMB586/month,company sets as
RMB100/month;
(2) no maternity carrys out;
(3) no compulsory requirement for housing insurance
6. Nanjing
(1) Minimus amount for the payment of insurance is RMB 941/month;
(2) no compulsory requirement for housing insurance
Schedule 3.20 is hereby incorporated by reference.
SCHEDULE 3.14
IDG has extended a loan to the Company for an amount of US$1,811,594.
Xxxx Xxxx has extended a loan to the Company for an amount of RMB4,000,000.
Tan Zhi has extended a loan to the Company for an amount of RMB2,700,000.
Xxx Xxx, Xxx Xxxxxxxx, Xxxx Xxxxx and Xxx Xxxx (collectively, the "Individual
Lenders") have extended a loan to the Company for an amount of RMB3,027,560.
Currently the Company has repaid RMB284,575.22 to the Individual Lenders and the
balance of the loan is RMB2,742,984.78.
SCHEDULE 3.16
Pursuant to the Share Purchase Agreement dated October 14, 2005 among IDG, FCIG,
All In One International Limited, Timeleader Profits Limited, Xxx On Investments
Limited, Yufai Investments Limited, Dukeland Investments Limited, the Company
and Seller, Seller has assumed all of the employee stock options of the Company.
Below is a table of the list of employees that has been granted options, which
describes the name of the employee, the position, the grant date, the number of
option shares and the exercise price:
CALL OPTION
REGION NAME POSITION DATE OF GRANT AMOUNT PRICE(RMB)
------ ------- ------------------------ ------------- ------ -----------
Xxx Xxx Chairman/CEO 2005/7/1 30,000 47
Xxx Xxx President 2005/7/1 30,000 47
Xxx Xxxx Executive Vice-President 2005/7/1 30,000 47
XXX Vice-President 2005/7/1 25,000 47
XXX Supervior of Sale 2005/7/1 7,000 47
Xxxxx Xxxx Vice General Manager 2005/7/1 4,000 47
Xxxx Xxx Assistant to Chairman 2005/7/1 2,000 47
Xxxxxxx Xxxxx Vice General Manager 2005/7/1 3,000 47
Gangxiao Zhou Vice General Manager 2005/7/1 3,000 47
Headquater Xxxxxxx Xxx Chief Legal Consultant 2005/7/1 5,000 47
Xxxxxx Xxx Supervior 2005/7/1 1,500 47
Xxxxxx Xx Supervior of Finance 2005/7/1 4,000 47
Xxxxxxxx Xxxx Supervior 2005/7/1 1,500 47
Xxxx Xxx Vice-Supervior of Real Property 2005/7/1 1,000 47
Xxx Xxx Market Supervior 2005/7/1 1,000 47
Xxxxxxx Xx Manager of Client Service 2005/7/1 500 47
Ziqian Cao Supervior of Real Property 2005/7/1 1,200 47
Dayong Sun Manager of Real Property 2005/7/1 500 47
-------
Total 150,200
-------
Songqiao Li Assistant to Southern 2005/7/1 20,000 47
Region General Manager
Haiqiang Lu Southern Region Vice 2005/7/1 3,000 47
General Manager
Xxxx Xxxx Southern Region Vice 2005/7/1 3,000 47
General Manager
Naigong Zhang Assistant to Southern 2005/7/1 3,000 47
Region General Manager
Xxxxxxx Xxxx Guanzhou Real Propty 2005/7/1 1,000 47
Department Manager
Xxxxx Xxx Guanzhou Sales Manager 2005/7/1 800 47
Xxx Xxxx Guanzhou Client Manager 2005/7/1 800 47
Xxx Xx Shenzhen Real Propty 2005/7/1 1,000 47
Department Manager
Xxxxxxx Xxxx Shenzhen Client Supervior 2005/7/1 1,200 47
Xxxxxxx Xxxx Guanzhou Finance Manager 2005/7/1 500 47
South Mei Ou Guanzhou Real Propty 2005/7/1 500 47
Department Vice Manager
Xxxx Ma Guanzhou Manager of 2005/7/1 800 47
Client Service
Xxxxxxx Xxxx Guanzhou Vice Manager of 2005/7/1 500 47
Client Service
Xxxxxx Xxxx Shenzhen Sales Manager 2005/7/1 500 47
Xxxxxxxx Xxxx Shenzhen Manager of 2005/7/1 500 47
Client Service
Zefei Wu Shenzhen General Manager 2005/10/1 10,000 150
Xiao Xiao Manager of Finace HR 2005/10/1 1,500 150
Real Property
Xxxx Xxxx Dongguan Manager 2005/10/1 1,500 150
Xxxxxxx Xx Supervior of Client Dpt.1 2005/10/1 1,500 150
Xxx Xxxx Supervior of Client Dpt.2 2005/10/1 1,500 150
Xxxxxx Xx Real Property Manager 2005/10/1 800 150
Xxxx Xxxx Dongguan Real Property 2005/10/1 800 150
Manager
------
Total 54,700
------
East Bingwen Ding Eastern Region General 2005/7/1 20,000 47
Manager
Xxx Xxxx Eastern Region Vice 2005/7/1 3,000 47
General Manager
Jingquan Ge Eastern Region Vice 2005/7/1 3,000 47
General Manager
Xxxxxxx Xxx Eastern Region Sales 2005/7/1 1,500 47
Supervior
Xiao Xiao Eastern Region Sales 2005/7/1 1,500 47
Supervior
Xxxxxxxxx Xxx Eastern Region 2005/7/1 1,500 47
Development Supervior
Xxx Xxxxx Eastern Region Service 2005/7/1 1,500 47
Supervior
Xxxxxxx Xxxxx Assistant of Eastern 2005/7/1 1,500 47
Region General Manager
Xxxx Ma Eastern Region Vice 2005/7/1 1,500 47
Sales Supervior
Sen Xiao Eastern Region Sales 2005/7/1 800 47
Manager
Xxxx Xxxxx Wuhan Region Manager 2005/7/1 800 47
Xxxx Xxxx Nanjing Region Manager 2005/7/1 800 47
Shaolin Yang Eastern Region 2005/7/1 500 47
Engneering Dpt. Manager
Xxxxxxx Xxxx Eastern Region Real 2005/7/1 800 47
Property Manager
Xxxxxxxx Xxxx Eastern Region Media 2005/7/1 800 47
Manager
Xxx Xx Eastern Region 2005/7/1 500 47
Engneering Dpt. Manager
------
Total 40,000
------
North Xxx Xxxx Northern Region General 2005/7/1 10,000 47
Manager
Xx Xxxxx Eastern Region Vice 2005/7/1 3,000 47
General Manager
Xxxx Xxxx Northern Region Sales 2005/7/1 1,500 47
Supervior
Xueheng Zhang Northern Region Sales 2005/7/1 1,500 47
Supervior
Xxxx Xxx Northern Region Sales 2005/7/1 1,500 47
Supervior
Xxxx Xxx Northern Region Sales 2005/7/1 1,500 47
Supervior
Xxxxxxx Xxxx Northern Region Sales 2005/7/1 1,500 47
Supervior
Xxxx Xxxx Sales Manager 2005/7/1 500 47
Xxxxxxx Xxxx Sales Manager 2005/7/1 500 47
Xxxxx Xxx Northern Region Vice 2005/7/1 1,200 47
Supervior
Xxxxxxxxx Xxx Northern Region Vice 2005/7/1 1,200 47
Supervior
Ruikuan Shi Northern Region Vice 2005/7/1 1,200 47
Supervior
Fangwu Li Northern Region Vice 2005/7/1 1,200 47
Supervior
Xxxxxx Xx Northern Region Vice 2005/7/1 1,200 47
Supervior
Xxxxxx Xxxx Northern Region Vice 2005/7/1 1,200 47
Supervior
Xxxxxx Xxx Northern Region Manager 2005/7/1 800 47
Xx Xxx Northern Region Manager 2005/7/1 800 47
Xxxxxxx Xxx Northern Region Manager 2005/7/1 800 47
Xxxx Xxxx Northern Region Vice 2005/7/1 500 47
Manager of Client Service
-------
Total 31,600
-------
TOTAL 276,500
-------
SCHEDULE 3.17
Some computer software currently used by employees of Framedia Advertising and
its branches does not obtain adequate licenses from the licensors.
PATENT/SOFTWARE PATENT/ APPLICATION APPLICANT/PERSON TO REMARKS
NO. THE PATENT RIGHT
Equipment for the
information exchange Patent
applied in elevator No.:ZL03261862.X Xxx Xxx Authorization Announcement on July 21 2004
Information exchange
system applied in Application No. Xxx Xxx Appliction on May 20 2003,Application
elevator 03131393.0 accepted, still not authorized effective
Method and display
equipment for the
displaying of
different content in Application No.: Appliction on August 19 2003,Application
different regionin the 03153741.3 Xxx Xxx accepted, still not authorized effective
screen
Programing system of Software copyright
the information net in registration
elevator No.:2004SR02363 Xxx Xxx Registered on March 17 2004
Information management
system V1.0of high-end Software copyright
residence elevator registration
advertisement No.:2004SR02362 Xxx Xxx Registered on March 17 2004
APPLICATION DATE OF CERTIFICATE DATE OF PERSON TO THE
TRADEMARK NO. APPLICATION NO ISSURANCE TITLE CONDITION
------------------- ----------- ----------- ----------- --------- ------------------------- ----------------------------------
framedia 3431684 8/14/2004 Shanghai Framedia Culture Under the procedure of alteration
Advertisement Co., Ltd of name as Shanghai Framedia
Advertisement Development Co., Ltd
Logo 3431685 8/14/2004 Shanghai Framedia Culture Under the procedure of alteration
Advertisement Co., Ltd of name as Shanghai Framedia
Advertisement Development Co., Ltd
(CHINESE CHARACTERS) 3431667 8/14/2004 Shanghai Framedia Culture Under the procedure of alteration
Advertisement Co., Ltd of name as Shanghai Framedia
Advertisement Development Co., Ltd
Framedia
(CHINESE CHARACTERS) 4351039 1/25/2005 Shanghai Framedia Culture Under the procedure of alteration
Advertisement Co., Ltd of name as Shanghai Advertisement
Development Co., Ltd
framemedia
(CHINESE CHARACTERS) 4007117 6/2/2004 Beijing Framedia No alteratrion carried out
Advertisement Co., Ltd
Enn 3797256 12/17/2003 Beijing Framedia No alteratrion carried out
Advertisement Co., Ltd
Enn 3797257 12/17/2003 Beijing Framedia No alteratrion carried out
Advertisement Co., Ltd
(CHINESE CHARACTERS) 3970436 4/14/2004 Beijing Framedia No alteratrion carried out
Advertisement Co., Ltd
SCHEDULE 3.18
Below is a list of the Material Contracts of the Group Companies by October 10,
2005:
DATE
OF BEGINNING EXPIRATION CONTRACT PRICE
TYPE OF CONTRACT COUNTERPARTY SIGNING PARTY EXECUTION DATE DATE (RMB) REMARK
------------------------ ---------------------- ------------------------------ ---------- --------- ---------- -------------- ------
Advertisement Programing Ping An Life Insurance Shanghai Framedia 12/23/2004 1/5/2005 1/5/2006 500,000.00
Contract Company, Shenzhen Advertisement Development Co.,
Subsidury Ltd
Advertisement Programing Beijing Mobile Shanghai Framedia 1/6/2005 1/4/2005 1/3/2006 1,985,880.00
Contract Advertisement Development Co.,
Ltd
Advertisement Programing Haina Mazida Shanghai Framedia 3/11/2005 2/4/2005 2/3/2006 668,928.00
Contract Advertisement Development Co.,
Ltd
Shanghai Framedia
Advertisement Programing Shanghai GM Advertisement Development Co., 2/21/2005 1/4/2005 1/3/2006 16,392,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Mingshen Bank Advertisement Development Co., 3/20/2005 3/18/2005 3/18/2006 1,809,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Haoya Watch Advertisement Development Co., 3/24/2005 4/4/2005 1/3/2006 1,605,240.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Nanfang Paper Advertisement Development Co., 3/23/2005 4/1/2004 12/31/2005 794,200.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Nanhu Traval Advertisement Development Co., 6/16/2005 6/15/2005 12/31/2005 560,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Haiwang Medicine Advertisement Development Co., 6/30/2005 7/3/2005 7/2/2008 3,600,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Guangdong Telecom Advertisement Development Co., 8/17/2005 8/1/2005 7/31/2006 1,160,000.00
Programing Contract Advertisement
Development Co., Ltd
Shanghai Framedia
Advertisement Programing Gujingong Advertisement Development Co., 8/12/2005 10/4/2005 4/3/2006 1,555,344.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Shuijinfang Wine Advertisement Development Co., 8/10/2005 8/4/2005 2/2/2006 1,050,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Yibao Water Advertisement Development Co., 8/1/2005 8/3/2005 8/2/2006 560,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing BP Advertisement Development Co., 8/18/2005 9/4/2005 12/3/2005 821,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Jiade Tender Advertisement Development Co., 8/10/2005 9/3/2005 1/3/2006 715,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Yinzhan Apartment Advertisement Development Co., 8/10/2005 9/3/2005 1/2/2006 800,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Weiyou Food Advertisement Development Co., 8/16/2005 9/4/2005 3/3/2006 600,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Yili Milk Advertisement Development Co., 8/25/2005 9/4/2005 11/3/2005 1,303,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Shuijinfang Wine Advertisement Development Co., 8/31/2005 8/20/2005 10/20/2005 557,800.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Beijing Netcom Advertisement Development Co., 8/26/2005 9/4/2005 12/17/2005 584,853.75
Contract Ltd
Shanghai Framedia
Advertisement Programing Century Parki(cent)Ri Advertisement Development Co., Non back 9/18/2005 3/18/2006 1,326,000.00
Contract Yue An Kang Ltd
Shanghai Framedia
Advertisement Programing Sina Advertisement Development Co., Non back 9/4/2005 11/17/2005 883,800.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Yiqi Mazida Advertisement Development Co., Non back 9/22/2005 10/17/2005 914,550.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Modern Automobile Advertisement Development Co., 9/23/05 9/18/2005 11/3/2005 900,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Woman Hospital Advertisement Development Co., 9/30/05 9/18/2005 3/17/2006 540,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Finance Paper Advertisement Development Co., 9/30/05 10/1/2005 10/31/2005 800,000.00
Contract Ltd
Shanghai Framedia
Advertisement Programing Singapore Travel Advertisement Development Co., 9/30/05 11/3/2005 12/3/2005 3,278,000.00
Contract Ltd
Shanghai Framedia
Frame Purchase Contract Beijign Zhongdi Advertisement Development Co., 9/1/05 9/1/05 12/10/2005 5,750,000.00
Changying Trade Co., Ltd
Ltd
Assets Purchas Contract Guangdong Century InfoAchieve 5/12/2005 5800000cash
Saintfire plus 90000
Advertisement Co., Ltd shares
Assets Purchas Contract Beijng Langmei InfoAchieve 6/1/2005 6850000cash
Advertisement Co., Ltd plus160000
shares
Shanghai Sun Jiaxin
Assets Purchas Contract Advertisement Sales InfoAchieve 6/12/2005 2000000cash
Co., Ltd plus
99000shares
Assets Purchas Contract Beijing Tuojia InfoAchieve 6/12/2005 7200000cash
Advertisement Co. Ltd. xxxx00000
shares
Assets Purchas Contract Guangzhou Xxxx InfoAchieve 6/20/2005 4000000cash
Advertisement Co., Ltd plus140000
shares
Assets Purchas Contract Beijign Xincheng Sihai InfoAchieve 6/20/2005 10000000
Advertisement Co. Ltd
Assets Purchas Contract Beijing Linxian InfoAchieve 8/22/2005 8200000
Advertisement Co. Ltd
Assets Purchas Contract Shenzhen/Dongguan InfoAchieve 8/31/2005 7000000cash
Xinghuo Advertisement plus30000
Co., Ltd shares
Lease Agreement for Beijng Langmei Shanghai Framedia 7/1/2005 7/1/2005 2/28/2006 2000000 Division
Elevator Media Advertisement Co., Ltd Advertisement Development Co., of sales
Ltd and
delivery
Division
Lease Agreement for Guangzhou Xxxx Shanghai Framedia of sales
Elevator Media Advertisement Co., Ltd Advertisement Development Co., 7/1/2005 7/1/2005 7/15/2007 763,629 and
Ltd delivery
Division
Lease Agreement for Beijing Tuojia Shanghai Framedia of sales
Elevator Media Advertisement Co. Ltd. Advertisement Development Co., 7/1/2005 7/1/2005 1/15/2006 1,266,427 and
Ltd delivery
Loan Agreement Hong Chen InfoAchieve 7/13/2005 400 0000
Loan Agreement Tan Zhi InfoAchieve 7/13/2005 270 0000
Loan Agreement IDG InfoAchieve 7/13/2005 1500 0000
Loan Agreement Xxx Xxx InfoAchieve 7/13/2005 83194 0
Loan Agreement Xxxxx Xxxx InfoAchieve 7/13/2005 865800
(PROPERTY
NAME IN
CHINESE)
Loan Agreement Xxxxxxxx Xxx InfoAchieve 7/13/2005 473500
Loan Agreement Xxxx Xxx InfoAchieve 7/13/2005 856320
Loan Agreement Xxx Xxx InfoAchieve 8/17/2005 4500000
Loan Agreement Xxxx Xxx InfoAchieve 8/17/2005 500000
Placement Contract Guangdong Kangjing Shanghai Framedia 12/22/2004 1/1/2005 12/31/2007 3909600
Real Property Service Advertisement Development Co.,
Co., Ltd Ltd
Placement Contract Guangzhou Feisha Shanghai Framedia 5/1/2004 4/30/2006 5368800 Increase
Advertisement Co., Ltd Advertisement Development Co., every
Ltd month
Lease Contract Yulang Tengfei Real Shanghai Framedia 7/12/2004 7/12/2004 7/12/2006 1,055,479
(Shanghai) Co., Development Co.,
Advertisement Ltd Ltd
Lease Contract Yulang Tengfei Real Shanghai Framedia 6/1/2005 6/2/2005 5/31/2007 1,354,785
Property (Shanghai) Development Co.,
Co.,Advertisement Ltd Ltd
Lease Contract Saite Group Co., Ltd Beijing Subsidiary of Shanghai 3/29/2005 3/30/2005 206-7-7 722,925
Framedia Advertisement
Development Co., Ltd
Auditor Hire Contract Deloitti & Touche Shanghai Framedia 9/19/2005 9/19/2005 Aboutearly RMB972000
Advertisement Development Co., November
Ltd 2005
Shanghai Framedia
Legal Consultant Hire Advertisement Development Co., 9/2/2005 9/2/2005 11/9/2005
Contract O'Melveny & Xxxxx LLP Ltd USD150000
to250000
Shanghai Framedia
Evaluator Hire Contract American Appraisal Advertisement Development Co., 9/21/2005 9/21/2005 About late
China Limited Ltd Octomber USD 410000
2005
Schedule 3.1 and Schedule 3.7 are hereby incorporated by reference.
SCHEDULE 3.20
The table below lists the receivables among the Group Companies and the Related
Parties by September 30, 2005:
OTHER OTHER
NAME OF COMPANY RECEIVABLE PAYMENT COUNTERPARTY
------------------------------------------------ ------------ ------------- --------------------
Beijing Framedia
Beijing Subsidiary of Shanghai Framedia Advertisement
Advertisement Development Co., Ltd 4,438,843.00 Development Co., Ltd
Beijing Framedia
Shanghai Framedia Advertisement Development Co., (952,043.68) Advertisement
Ltd Development Co., Ltd
Beijing Framedia
Guangzhou Subsidiary of Shanghai Framedia (436,652.14) Advertisement
Advertisement Development Co., Ltd Development Co., Ltd
Beijing Framedia
Shenzhen Subsidiary of Shanghai Framedia (120,000.00) Advertisement
Advertisement Development Co., Ltd Development Co., Ltd
Guangdong Century Saintfire Advertisement Co., 4,500,000.00 Xxx Xxx
Ltd
500,000.00 Xxxx Xxx
Beijing Framedia
Infoachieve Limited 2,742,984.78 Advertisement
Development Co., Ltd
Infoachieve Limited 459,421.58 Xxxxxxxx Xxx
Infoachieve Limited 798,883.15 Xxx Xxx
Infoachieve Limited 795,547.97 Xxxxx Xxxx
Infoachieve Limited 781,475.73 Xxxx Xxx
Infoachieve Limited 15,038,700.70 IDG
Infoachieve Limited 4,135,205.48 Hong Chen
Infoachieve Limited 2,802,655.48 Xxx Xxx
Below is the latest capitalization table of Seller:
SHAREHOLER SHARES %
-------------------------------- -------- -----
ORDINARY XXX ON INVESTMENTS LIMITED 157,200 9.1%
SHARES
ALL IN ONE INTERNATIONAL LIMITED 177,200 10.3%
TIMELEADER PROFITS LIMITED 169,000 9.8%
YUFAI INVESTMENTS LIMITED 66,600 3.9%
BE FIRST INVESTMENTS LIMITED * 160,000 9.3%
NICE EXCEL INVESTMENTS LIMITED * 95,200 5.5%
SPARKLE MEDIA LIMITED * 90,000 5.2%
EXCELLENT CHINA (GROUP) LIMITED * 140,000 8.1%
RED FOCUS INC. * 99,000 5.8%
BEST STAR PROFITS LIMITED * 30,000 1.7%
DUKELAND INVESTMENTS LIMITED ** 90,000 5.2%
PREFERENCE IDG 150,000 8.7%
SHARES
FCIG 230,000 13.4%
CALL OPTION IDG 35,550 2.1%
RIGHT
Xxx Xxx 10,000 0.6%
Xxx Xxx, Xxxxxxxx Xxx, Xxxxx Xxxx, Xxxx Xxx 10,000 0.6%
Hong Chen 10,000 0.6%
* Shares to be issued upon completion of the Acquisition
** 40,000 Shares to be issued upon completion of the Acquisition
The Liaoning Branch of Beijing Yangguang Jiaxin Advertising Co., Ltd. is engaged
in the frame display advertising business in Shenyang and Dalian. Beijing
Lingxian Media Advertising Co., Ltd. still conducts certain outdoor advertising
business and advertising agency business. Beijing Xxxx Weiye Advertising Co.,
Ltd., of which one shareholder of Beijng Langmei Advertising Co., Ltd. holds 50%
equity interest, also conducts certain outdoor advertising business. Wuhan
Tuojia Advertising Co., Ltd., of which Ding Zhixue holds a majority interest,
conducts certain outdoor advertising and advertising agency business. Guangzhou
Xxxx Advertising Co., Ltd., Guangzhou Shenghuo Advertising Co., Ltd., of which
Li Songqiao is a shareholder, and Shenzhen Jintan Advertising Co., Ltd. conduct
advertising agency business.
Schedule 3.1, Schedule 3.4 and Schedule 3.30 are hereby incorporated by
reference.
SCHEDULE 3.21
1. Exclusive Consultancy and Service Agreement among the Company, Xxx Xxx,
Xxxx Xxxxx, Xxx Xxxxxxxx, Xxx Xxxx, Xxxx Xxxxxxxx and Framedia Advertising
dated May 12, 2005;
2. Business Operation Agreement among the Company, Xxx Xxx, Xxxx Xxxxx, Xxx
Xxxxxxxx, Xxx Xxxx, Xxxx Xxxxxxxx and Framedia Advertising dated May 12,
2005;
3. Declaration of Attorney dated May 11, 2005 between Xxxx Xxxxxxxx and the
Company on Framedia Advertising;
4. Declaration of Attorney dated May 11, 2005 between Xxx Xxxxxxxx and the
Company on Framedia Advertising;
5. Declaration of Attorney dated May 11, 2005 between Xxx Xxx and the Company
on Framedia Advertising;
6. Declaration of Attorney dated May 11, 2005 between Xxx Xxxx and the
Company on Framedia Advertising;
7. Declaration of Attorney dated May 11, 2005 between Xxxx Xxxxx and the
Company on Framedia Advertising;
8. Share Pledge Agreement dated May 12, 2005 between the Company and Xxxx
Xxxxxxxx;
9. Exclusive Purchase Option Agreement dated May 12, 2005 among the Company,
Xxxx Xxxxxxxx and Framedia Advertising;
10. Loan Agreement dated May 11, 2005 between the Company and Xxxx Xxxxxxxx;
11. Share Pledge Agreement dated May 12, 2005 between the Company and Xxx Xxx;
12. Exclusive Purchase Option Agreement dated May 12, 2005 among the Company,
Xxx Xxx and Framedia Advertising;
13. Loan Agreement dated May 11, 2005 between the Company and Xxx Xxx;
14. Share Pledge Agreement dated May 12, 2005 between the Company and Xxx
Xxxxxxxx;
15. Exclusive Purchase Option Agreement dated May 12, 2005 among the Company,
Xxx Xxxxxxxx and Framedia Advertising;
16. Loan Agreement dated May 11, 2005 between the Company and Xxx Xxxxxxxx;
17. Share Pledge Agreement dated May 12, 2005 between the Company and Xxx
Xxxx;
18. Exclusive Purchase Option Agreement dated May 12, 2005 among the Company,
Xxx Xxxx and Framedia Advertising;
19. Loan Agreement dated May 11, 2005 between the Company and Xxx Xxxx;
20. Share Pledge Agreement dated May 12, 2005 between the Company and Xxxx
Xxxxx;
21. Exclusive Purchase Option Agreement dated May 12, 2005 among the Company,
Xxxx Xxxxx and Framedia Advertising;
22. Loan Agreement dated May 11, 2005 between the Company and Xxxx Xxxxx;
23. Exclusive Consultancy and Service Agreement among the Company, Xxx Xxx ,
Xxx Xxxx and Guangdong Shiji Shenghuo dated August 18, 2005;
24. Business Operation Agreement among the Company, Xxx Xxx, Xxx Xxxx and
Guangdong Shiji Shenghuo dated August 18, 2005;
25. Declaration of Attorney dated August 17, 2005 between Xxx Xxx and the
Company on Guangdong Shiji Shenghuo;
26. Declaration of Attorney dated August 17, 2005 between Xxx Xxxx and the
Company on Guangdong Shiji Shenghuo;
27. Share Pledge Agreement dated August 18, 2005 between the Company and Xxx
Xxx;
28. Exclusive Purchase Option Agreement dated August 18, 2005 among the
Company, Xxx Xxx and Guangdong Shiji Shenghuo;
29. Loan Agreement dated August 17, 2005 between the Company and Xxx Xxx;
30. Share Pledge Agreement dated August 18, 2005 between the Company and Xxx
Xxxx;
31. Exclusive Purchase Option Agreement dated August 18, 2005 among the
Company, Xxx Xxxx and Guangdong Shiji Shenghuo;
32. Loan Agreement dated August 17, 2005 between the Company and Xxx Xxxx.
SCHEDULE 3.22A
COMPLETION
NO OF TIME OF ACQUISITION PRICE
ACQUISITION TARGET DATE OF DATE OF THESECTION TO THE PLACEMENT -----------------------
EXECUTION ACQUISITION BE TRANSFERED CONTRACT CASH(RMB) SHARES
------------------------------------------------- ---------- ----------- -------------- -------------- -----------------------
Guangzhou Subsidiary of Shanghai Framedia 5/12/2005 6/1/2005 6000 11/30/2005 5800000 90000
Advertisement Development Co., Ltd
Beijign Langming Advertisement Development Co., 6/1/2005 7/1/2005 4000 12/31/2005 6850000 160000
Ltd
Shanghai Sun Jiaxin Advertisement Development 6/12/2005 7/1/2005 5300 10/31/2005 2000000 99000
Co., Ltd
Beijing Tuojia Advertisement Development Co., Ltd 6/12/2005 7/5/2005 7000 12/31/2005 7200000 95200
Guangzhou Juli Advertisement Development Co., Ltd 6/20/2005 7/1/2005 7000 12/31/2005 4000000 140000
Beijing Xincheng Sihai Advertisement Development 6/20/2005 7/1/2005 5500 10/31/2005 10000000 0.00
Co., Ltd
Beijign Linxian Advertisement Development Co., 8/22/2005 9/1/2005 5000 12/31/2005 8200000 0.00
Ltd
Shenzhen/Dongguan Xinghuo Advertisement 8/31/2005 10/1/2005 5000 12/31/2005 7000000 30000
Development Co., Ltd
Total 44800 51050000 614200
The following two tables set forth the outstanding transfer that hasn't been
completed by October 10, 2005 from Shenzhen Frame Advertising Co., Ltd. and
Beijing Frame Advertising Co., Ltd. to Framedia Advertising, respectively:
NO. FRAME FRAME ANNUAL REASON
CONTRACT NAME OF NAME OF PROPERTY OF No. OF LOBBY NO IN TOTAL CONTRACT DATE OF OF NON-
PARTY PROJECT COMPANY ELEVATOR ELEVATOR NO LOBBY FRAME PRICE BEGINNING EXPIRATION PAYMENT TRANSFER
------------- -------- ------------------- -------- -------- ----- ------- ------ -------- ---------- ---------- ------- --------
Shenzhen Owener
Framedia Shenzhen Ruizheng not
Advertisement Meijia Property Management 10 20 0 0 20 10000 8/1/2003 7/31/2006 Quaterly willing
Co., Ltd Square Co., Ltd to
alter
Shenzhen Shenzhen Xxxxx Owener
Framedia Hengyun Property Management 4 8 0 0 8 2400 8/1/2003 7/31/2006 Quaterly not
Advertisement Haoting Co., Ltd willing
Co., Ltd to
alter
Shenzhen Shenzhen Fuchang Owener
Framedia Forturn Property Management 10 30 0 0 30 24000 7/18/2003 7/17/2006 Quaterly not
Advertisement Square Co., Ltd willing
Co., Ltd to
alter
Shenzhen Shenzhen World Owener
Framedia World Garden Property 0 0 5 10 10 4800 7/1/2003 6/30/2006 Quaterly not
Advertisement Garden Management Co., Ltd willing
Co., Ltd to
alter
Shenzhen Owener
Framedia Guodu Shenzhen Guodu not
Advertisement Golf Guangju Property 0 0 3 6 6 3600 9/1/2003 8/31/2006 Quaterly willing
Co., Ltd Garden Management Co., Ltd to
alter
Shenzhen Shenzhen Shengfu Owener
Framedia Dalu Property Management 0 0 2 4 4 2400 11/28/2003 11/27/2006 Quaterly not
Advertisement Garden Co., Ltd willing
Co., Ltd to alter
Shenzhen Altered
Framedia Dongyue Shenzhen First but
Advertisement Mingxuan SallivisProperty 9 18 0 0 18 10800 2/20/2004 2/19/2006 Quaterly proving
Co., Ltd Consultancy document
Co., Ltd
lost
Shenzhen Shenzhen Wansha Owener
Framedia Guanwan Property Management 18 36 0 0 36 19800 12/1/2004 11/30/2007 Quaterly not
Advertisement Lidu Co., Ltd willing
Co., Ltd to
alter
Shenzhen Altered
Framedia Shuixie Shenzhen Luohu 718 but
Advertisement Huadu Xiangmei Rd. 24 48 0 0 48 43200 1/6/2004 1/5/2006 Quaterly proving
Co., Ltd document
lost
Altered
Shenzhen Shenzhen Wanze but
Framedia Yunding Property Management 22 44 0 0 44 26400 7/1/2004 6/30/2006 Quaterly proving
Advertisement Cuifeng Co., Ltd document
Co., Ltd lost
Shenzhen Altered
Framedia Yungding Shenzhen Wanze but
Advertisement Cuifeng Property Management 0 0 10 10 10 8000 12/1/2004 11/30/2005 Quaterly proving
Co., Ltd (Lobby) Co., Ltd document
lost
Shenzhen Shenzhen Yunfeng Owener
Framedia Yunfeng Property Management 6 6 0 0 6 7200 5/10/2004 5/9/2007 Quaterly not
Advertisement Garden Co., Ltd willing
Co., Ltd to alter
Shenzhen Owener
Framedia Haiyan Property Dept. of 2 4 0 0 4 2400 4/1/2004 3/30/2006 Quaterly not
Advertisement Hotel Shenzhen Haiyan willing
Co., Ltd Hotel to alter
Shenzhen Shenzhen Xxxxxx Owener
Framedia Tianjiao Property Management 28 56 0 0 56 42000 6/16/2004 6/15/2007 Quaterly not
Advertisement Huating Co., Ltd willing
Co., Ltd to alter
Shenzhen Altered
Framedia Shenzhen Xingfujia but
Advertisement FuyiYaju Property Management 13 26 0 0 26 28080 12/1/2004 11/30/2007 Quaterly proving
Co., Ltd Co., Ltd document
lost
Spring Square
Shenzhen Management Altered
Framedia Spring Department of but
Advertisement Square Shenzhen Zhaoshang 4 8 0 0 8 4800 9/8/2004 9/7/2007 Quaterly proving
Co., Ltd Property Management document
Co., Ltd lost
Shenzhen Yang Altered
Framedia Guangdai Shenzhen Commercial but
Advertisement Haibing Merchant 24 72 0 0 72 43200 7/23/2004 7/22/2007 Quaterly proving
Co., Ltd City document
lost
Shenzhen Owener
Framedia Nongke Shenzhen Nongke not
Advertisement Xingyuan Property Management 6 12 2 4 16 9200 9/23/2004 9/22/2007 Quaterly willing
Co., Ltd | Co., Ltd to alter
NON- REASON
PROPERTY FRAME NO. INSTALL DATE OF ANNUAL FOR
CONTRACT NAME OF COMPANY ELEVATOR OF INSTALL- OF DATE OF PRICE CONTRACT NON-
PARTY PROJECT NAME NO ELEVATOR MENT NO PLATED TERM START EXPIRATION CACULATING PRICE PAYMENT TRANSFER
-------- ------- --------- -------- --------- ------- ------ ---- ------- ---------- ---------- -------- ------- --------
Beijing
Beijing Yuanyang
Framedia Jiye Owener
Advertisement Dushi Property 1/1/ not
Co., Ltd Wangjing Management 6 18 18 0 3 2003 12/31/2005 1/1/2003 6,000 Quaterly willing
Co.,Ltd to alter
Beijing Haobo Beijing Owener
Framedia Internat- Gelanhao 9/1/ not
Advertisement ional Property 8 24 12 0 3 2003 8/31/2006 9/1/2003 8,000 Quaterly willing
Co., Ltd Apartment Management to alter
Co.,Ltd
Beijing
Beijing Financial Owener
Framedia Tongtai Street 5 0 3 10/18/ 10/17/2005 10/18/2002 4,000 Quaterly not
Advertisement Building Property 2002 willing
Co., Ltd Management to alter
Co.,Ltd
6th
subsidiary
of
Beijing Beijnng
Framedia European Zhong- Owener
Advertisement Classic shijie not
Co., Ltd Kendaofu
Property 34 102 94 0 2 8/1/ 7/31/2006 8/1/2004 108,800 Quaterly willing
Management 2004 to alter
Co.,Ltd
Original
contract
expires,
New
Beijing Frame in
Framedia actual
Advertisement Beijing using,
Co., Ltd Li City Xxxx new
Property 7/1/ contract
Management 10 20 20 0 1 2004 6/30/2005 7/1/2004 20,000 Quaterly is about
Co., Ltd to
execute
Original
contract
expires,
New
Frame
in
Beijng actual
Beijing Huamin using,
Framedia Huahui Property 9/1/ new
Advertisement New Management 4 12 4 0 2 2003 8/30/2005 9/1/2003 2,400 Quaterly contract
Co., Ltd Village Center is about
to
execute
SCHEDULE 3.22B
THE CURRENT STATUS OF FRAME DISPLAYMENT AGREEMENTS OF 8 ACQUIRED BUSINESS (AS OF
DATE OCT 10, 2005)
(CHINESE (CHINESE (CHINESE (CHINESE (CHINESE (CHINESE
CHARACTERS) CHARACTERS) (CHINESE CHARACTERS) CHARACTERS) CHARACTERS) CHARACTERS) CHARACTERS)
------------- -------------- -------------------------- -------------- -------------- -------------- --------------
(CHINESE
CHARACTERS) Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 2
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 27
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 20
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 20
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 11
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 43
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 27
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 2
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 39
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 14
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 27
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 72
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 38
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 5
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 36
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 24
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 147
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 84
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 14
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 36
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 36
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 72
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 36
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 30
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 45
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 25
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 14
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 9
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 16
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 32
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 21
Beijing (PROPERTY NAME IN CHINESE) A Xincheng waiver 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 3
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 2
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 51
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 15
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 94
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 72
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 20
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 125
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 32
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 9
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 76
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 72
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 115
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 16
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 5
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 34
Beijing [PROPERTY NAME IN CHINESE] AA Xincheng completed 154
Beijing [PROPERTY NAME IN CHINESE] AA Langmei follow up 36
Beijing [PROPERTY NAME IN CHINESE] AA Langmei follow up 16
Beijing [PROPERTY NAME IN CHINESE] A Langmei follow up 6
Beijing [PROPERTY NAME IN CHINESE] A Langmei follow up 6
Beijing [PROPERTY NAME IN CHINESE] AAA Langmei completed 146
Beijing [PROPERTY NAME IN CHINESE] AA Xincheng follow up 4
Beijing [PROPERTY NAME IN CHINESE] AA Langmei waiver 33
Beijing [PROPERTY NAME IN CHINESE] AA Langmei completed 2
Beijing [PROPERTY NAME IN CHINESE] AA Langmei completed 76
Beijing [PROPERTY NAME IN CHINESE] AA Langmei completed 18
Beijing [PROPERTY NAME IN CHINESE] AAA Xincheng completed 4
Beijing [PROPERTY NAME IN CHINESE] AAA Xincheng completed 27
Beijing [PROPERTY NAME IN CHINESE] AA Langmei follow up 15
Beijing [PROPERTY NAME IN CHINESE] AAA Xincheng completed 18
Beijing [PROPERTY NAME IN CHINESE] AA Langmei completed 12
Beijing [PROPERTY NAME IN CHINESE] AA Langmei completed 10
Beijing [PROPERTY NAME IN CHINESE] AAA Xincheng follow up 15
Beijing [PROPERTY NAME IN CHINESE] AA Langmei follow up 9
Beijing [PROPERTY NAME IN CHINESE] AA Langmei follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 9
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 17
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 75
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng lost 72
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 45
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 31
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng lost 93
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 33
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 26
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 42
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng lost 30
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 56
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 15
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 28
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 14
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 20
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 25
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 222
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 50
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 35
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 16
Beijing (PROPERTY NAME IN CHINESE)(9) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE)(8) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE)(7) A Langmei waiver 8
Beijing (PROPERTY NAME IN CHINESE)(6) A Langmei waiver 2
Beijing (PROPERTY NAME IN CHINESE)(5) A Langmei waiver 6
Beijing (PROPERTY NAME IN CHINESE)(4) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE)(3) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE)(2) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE)(1) A Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 24
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 106
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 38
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei waiver 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 27
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 15
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 3
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 34
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 42
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 9
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 20
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 60
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 52
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 5
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 48
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 36
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 28
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 26
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 23
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 36
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 10
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 28
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 14
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 42
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 66
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 42
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 11
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 54
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 148
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 28
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 27
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 64
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 222
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 20
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 27
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 60
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 14
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 39
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 14
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 33
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 28
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 118
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) A Xincheng waiver 45
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 30
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) A Langmei waiver 43
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 0
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 16
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 6
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 11
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 44
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 30
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 34
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 23
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 28
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 23
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 78
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 52
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 30
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) A Langmei waiver 7
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 8
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 34
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 34
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng lost 117
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 117
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 2
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 13
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei lost 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 23
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 42
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 14
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 27
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng lost 18
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 5
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 15
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 3
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 10
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 10
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 13
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 23
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 20
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 15
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 125
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 40
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 96
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 15
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 32
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 81
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 14
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 34
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 16
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 32
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 2
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 9
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 14
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 22
Beijing (PROPERTY NAME IN CHINESE) AA Langmei waiver 33
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 17
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 20
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 42
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 28
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 30
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 18
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 50
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 4
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 15
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 3
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 24
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 18
Beijing (PROPERTY NAME IN CHINESE) A Xincheng waiver 12
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 4
Beijing (PROPERTY NAME IN CHINESE) A Xincheng waiver 14
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng lost 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 206
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 36
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 9
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 10
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng follow up 78
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng lost 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng lost 15
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng lost 12
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 18
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 25
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 76
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 8
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 5
Beijing (PROPERTY NAME IN CHINESE) A Langmei lost 5
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 30
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 18
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 60
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng follow up 10
Beijing (PROPERTY NAME IN CHINESE) A Langmei follow up 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 110
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 120
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 148
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 43
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 12
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 7
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Xincheng completed 21
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 9
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei lost 27
Beijing (PROPERTY NAME IN CHINESE) A Langmei waiver 12
Beijing (PROPERTY NAME IN CHINESE) AA Langmei follow up 10
Beijing (PROPERTY NAME IN CHINESE) A Langmei completed 14
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng waiver 30
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 24
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 4
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 20
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 30
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 26
Beijing (PROPERTY NAME IN CHINESE) A Xincheng follow up 4
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 183
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 11
Beijing (PROPERTY NAME IN CHINESE) A Langmei waiver 27
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 3
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei completed 5
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 16
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 97
Beijing (PROPERTY NAME IN CHINESE) A Xincheng completed 14
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 6
Beijing (PROPERTY NAME IN CHINESE) AA Xincheng completed 48
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 8
Beijing (PROPERTY NAME IN CHINESE) AA Langmei completed 6
Beijing (PROPERTY NAME IN CHINESE) AAA Langmei follow up 63
Beijing (PROPERTY NAME IN CHINESE) Leading completed 13
Beijing (PROPERTY NAME IN CHINESE) Leading completed 92
Beijing (PROPERTY NAME IN CHINESE) Leading completed 17
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 7
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 7
Beijing (PROPERTY NAME IN CHINESE) Leading completed 3
Beijing (PROPERTY NAME IN CHINESE) Leading completed 68
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 50
Beijing (PROPERTY NAME IN CHINESE)3 Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading completed 22
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 56
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 2
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 3
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 60
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading completed 14
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 14
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 5
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 30
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 11
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 15
Beijing (PROPERTY NAME IN CHINESE) Leading completed 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 82
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 2
Beijing (PROPERTY NAME IN CHINESE) Leading completed 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 14
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 60
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 10
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 32
Beijing (PROPERTY NAME IN CHINESE)1 Leading completed 6
Beijing (PROPERTY NAME IN CHINESE)2 Leading completed 6
Beijing (PROPERTY NAME IN CHINESE)3 Leading completed 12
Beijing (PROPERTY NAME IN CHINESE)4 Leading completed 12
Beijing (PROPERTY NAME IN CHINESE)5 Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed 16
Beijing (PROPERTY NAME IN CHINESE) Leading completed 20
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 31
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 52
Beijing (PROPERTY NAME IN CHINESE) Leading completed 21
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 66
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 21
Beijing (PROPERTY NAME IN CHINESE) Leading completed 72
Beijing (PROPERTY NAME IN CHINESE) Leading completed 10
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 5
Beijing (PROPERTY NAME IN CHINESE) Leading completed 73
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 20
Beijing (PROPERTY NAME IN CHINESE) Leading completed 5
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 42
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 72
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 2
Beijing (PROPERTY NAME IN CHINESE) Leading completed 40
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 52
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 3
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 114
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 44
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 7
Beijing (PROPERTY NAME IN CHINESE) Leading completed 26
Beijing (PROPERTY NAME IN CHINESE) Leading completed 31
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 73
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 20
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 10
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 45
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 10
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 73
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 14
Beijing (PROPERTY NAME IN CHINESE) Leading completed 40
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 39
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading completed 11
Beijing (PROPERTY NAME IN CHINESE) Leading completed 28
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading completed 62
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 3
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 7
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 10
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 88
Beijing (PROPERTY NAME IN CHINESE) Leading completed 41
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 74
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 74
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 16
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading completed 7
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 98
Beijing (PROPERTY NAME IN CHINESE) Leading completed 27
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 27
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 5
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed 17
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 30
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 11
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 39
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 7
Beijing (PROPERTY NAME IN CHINESE) Leading completed 64
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 88
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 48
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 32
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 84
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 156
Beijing (PROPERTY NAME IN CHINESE) Leading completed 3
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 36
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed 5
Beijing (PROPERTY NAME IN CHINESE) Leading completed 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 99
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 56
Beijing (PROPERTY NAME IN CHINESE) Leading completed 28
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 24
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 3
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading completed 57
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 15
Beijing (PROPERTY NAME IN CHINESE) Leading completed 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 11
Beijing (PROPERTY NAME IN CHINESE) Leading completed 16
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 27
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 48
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 16
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 22
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 51
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 66
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 18
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 75
Beijing (PROPERTY NAME IN CHINESE) Leading completed 2
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 21
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 21
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 44
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 86
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 62
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 3
Beijing (PROPERTY NAME IN CHINESE) Leading completed 21
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 20
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 10
Beijing (PROPERTY NAME IN CHINESE) Leading completed 36
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 20
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 15
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 18
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 39
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading completed 33
Beijing (PROPERTY NAME IN CHINESE) Leading completed 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 15
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 56
Beijing (PROPERTY NAME IN CHINESE) Leading completed 56
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading completed 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 9
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 23
Beijing (PROPERTY NAME IN CHINESE) Leading completed 12
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 6
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 4
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 28
Beijing (PROPERTY NAME IN CHINESE) Leading completed 8
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 105
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 15
Beijing (PROPERTY NAME IN CHINESE) Leading completed 63
Beijing (PROPERTY NAME IN CHINESE) Leading completed 72
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 12
Beijing (PROPERTY NAME IN CHINESE) Leading completed 40
Beijing (PROPERTY NAME IN CHINESE) Leading follow up 45
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed 18
Beijing (PROPERTY NAME IN CHINESE) Leading completed 24
Beijing (PROPERTY NAME IN CHINESE) Leading completed
Beijing (PROPERTY NAME IN CHINESE) Leading follow up
(PROPERTY NAME IN CHINESE) Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 273
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 33
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 46
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 105
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 21
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 32
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 10
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 45
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 9
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 159
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 28
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 28
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 32
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 110
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 36
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 9
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 30
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 21
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 45
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 54
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 72
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 60
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 110
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 33
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 10
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 60
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 30
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia follow up 9
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 8
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 31
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 20
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 51
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 68
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 93
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 9
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 28
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 42
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 17
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 30
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 54
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 51
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 193
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 69
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 2
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 38
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 56
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 7
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 192
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 28
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 137
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 62
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 15
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 9
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 26
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 15
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 81
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 27
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 10
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 16
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 0
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 26
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 48
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 64
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia follow up 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 33
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 48
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 40
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 20
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 10
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 44
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 90
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 26
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 147
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 45
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 14
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 93
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 36
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 174
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 7
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 66
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 40
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 56
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 27
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 3
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 3
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 36
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 93
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 80
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 58
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 44
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 108
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 56
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 57
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 36
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 40
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 60
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 7
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 14
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 14
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 141
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 108
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia waiver 10
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia follow up 3
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 9
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 60
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia waiver 9
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 60
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 2
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 32
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 22
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 48
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 40
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 78
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 3
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 42
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia waiver 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 30
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 27
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia follow up 9
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 16
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Tuojia completed 52
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Tuojia completed 105
Shanghai (PROPERTY NAME IN CHINESE) AA Tuojia completed 132
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 99
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 87
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 286
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang waiver 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 22
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 84
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 36
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 34
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 68
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang follow up 28
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 5
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 19
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 22
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 21
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 36
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 27
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 5
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 129
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 14
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 22
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 52
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 56
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 22
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 54
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 20
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 36
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 68
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang follow up 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 57
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 26
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 21
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 69
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 78
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 26
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 30
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 33
Shanghai (PROPERTY NAME IN CHINESE)B A Yangguang completed 14
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang lost 16
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE)B A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE)B A Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 36
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 20
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 37
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 34
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang waiver 36
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 33
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 48
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang waiver 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 21
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 129
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 147
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 9
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang follow up 3
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 33
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 52
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 42
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 96
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 52
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 54
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE)C AAA Yangguang completed 20
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 171
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 30
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 69
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 42
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 20
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 5
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang lost 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 75
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 39
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 24
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 14
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 5
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 15
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 3
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang waiver 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 60
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 48
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 102
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang waiver 8
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 14
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 33
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 6
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang follow up 6
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 34
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 48
Shanghai (PROPERTY NAME IN CHINESE) AAA Yangguang completed 18
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 16
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 8
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 2
Shanghai (PROPERTY NAME IN CHINESE) A Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 10
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 34
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 4
Shanghai (PROPERTY NAME IN CHINESE) AA Yangguang completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 67
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 73
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire waiver 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 136
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 39
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 47
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 54
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 13
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 82
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire waiver 5
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 46
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 28
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 28
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 39
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 32
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 32
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 17
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 32
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 22
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 60
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 32
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 25
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 60
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 1
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire follow up 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 13
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 34
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 17
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire follow up 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 22
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 40
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 43
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 72
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 120
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 54
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 59
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 74
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 98
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 1
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 227
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 17
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Fire waiver 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 70
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 96
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 34
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire follow up 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire follow up 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 22
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) A Fire follow up 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 54
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 54
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 22
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 48
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 35
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 8
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 60
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 22
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 5
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 51
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire follow up 82
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 22
Guangzhou (PROPERTY NAME IN CHINESE) A Fire completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Fire completed 26
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Fire completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 150
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 96
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 20
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 48
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 66
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 40
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju follow up 87
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 21
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 78
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 9
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju lost 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 84
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 36
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 13
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 36
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 36
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju follow up 12
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 54
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 23
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 39
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 20
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 40
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 46
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 70
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 40
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 28
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 69
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 243
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 8
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 21
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 140
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju follow up 336
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 13
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 48
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 133
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju follow up 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) A Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Liju completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Liju waiver 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 51
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 204
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 54
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 10
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 10
Guangzhou (PROPERTY NAME IN CHINESE) A Liju follow up 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju lost 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 81
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 108
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 60
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 11
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 39
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 59
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 42
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 60
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 111
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 221
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 78
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 16
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 547
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 42
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 11
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 17
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 28
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 54
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 100
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 21
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 45
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 17
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju lost 30
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 24
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 22
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 118
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 14
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 50
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 159
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 105
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju follow up 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 68
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 31
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 2
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 49
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 32
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 3
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 4
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 12
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 16
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 33
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 56
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 24
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 110
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 36
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 10
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 9
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 7
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 42
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 15
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 18
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 8
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 12
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 6
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx lost 3
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 21
Guangzhou (PROPERTY NAME IN CHINESE) A Xxxx completed 30
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 32
Guangzhou (PROPERTY NAME IN CHINESE) AAA Xxxx completed 27
Guangzhou (PROPERTY NAME IN CHINESE) AA Liju completed 54
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju follow up
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju follow up
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx follow up
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx completed
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) A Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) AAA Xxxx lost
Shenzhen (PROPERTY NAME IN CHINESE) AA Liju lost
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo completed
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
Shenzhen (PROPERTY NAME IN CHINESE) Xinghuo follow up
(PROPERTY NAME IN CHINESE) Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo follow up
Dongguan (PROPERTY NAME IN CHINESE) Xinghuo completed
SCHEDULE 3.22C
(CHINESE CHARACTERS)
(CHINESE (CHINESE
CHARACTERS) CHARACTERS) 2005/5/31 2005/6/30 2005/7/6 2005/8/12
----------- ----------- --------- --------- -------- ---------
Guangdong Century Fire Advertising Co., 90,000 Y 5,800,000 Y 2,900,000
Ltd.
Beijing Langmei Advertising Co.,Ltd. 160,000 Y 6,850,000
Beijing Tuojia Advertising Co.,Ltd. 95,200 Y 7,200,000 Y 1,200,000 Y 1,800,000
Shanghai Yangguang Jiaxin Advertising 99,000 Y 2,000,000
Sales Co.,Ltd.
Guangzhou Xxxx Advetising Co.,Ltd. 140,000 Y 4,000,000 Y 400,000
Beijing Chengxin Sihai Advertising Co., 0 Y 10,000,000 Y 2,500,000
Ltd.
Beijing Leading Advertising Co., Ltd. 0 Y 8,200,000
Shenzhen Xinghuo Advertising Co., Ltd. 30,000 Y 7,000,000
(CHINESE CHARACTERS) 614,200 Y 51,050,000 Y 2,900,000 Y 3,700,000 Y 400,000 Y 1,800,000
(CHINESE (CHINESE (CHINESE
2005/9/9 2005/10/12 CHARACTERS) CHARACTERS) CHARACTERS)
-------- ---------- ---------- ---------- ----------
Guangdong Century Fire Advertising Co., Y 2,900,000 90,000 Y 2,900,000
Ltd.
Beijing Langmei Advertising Co.,Ltd. - 160,000 Y 6,850,000
Beijing Tuojia Advertising Co.,Ltd. Y 3,000,000 95,200 Y 4,200,000
Shanghai Yangguang Jiaxin Advertising - 99,000 Y 2,000,000
Sales Co.,Ltd.
Guangzhou Xxxx Advetising Co.,Ltd. Y 400,000 140,000 Y 3,600,000
Beijing Chengxin Sihai Advertising Co., Y 2,500,000 0 Y 7,500,000
Ltd.
Beijing Leading Advertising Co., Ltd. Y 1,230,000 Y 1,230,000 0 Y 6,970,000
Shenzhen Xinghuo Advertising Co., Ltd. Y 1,050,000 Y 1,050,000 30,000 Y 5,950,000
(CHINESE CHARACTERS) Y 1,230,000 Y 1,050,000 Y 11,080,000 614,200 Y 39,970,000
SCHEDULE 3.23
Schedule 3.12, Schedule 3.14 and Schedule 3.18 are hereby incorporated by
reference.
SCHEDULE 3.24
None.
SCHEDULE 3.26
None.
SCHEDULE 3.27
NATURE PLACE XXXXXX LEASEE
--------------- ------------------------------- ------------------ -----------------
Office Building Room 1103 Tengfei Building, 333 Yulang Tengfei Shanghai Framedia
Tianshao Rd. Xuhui District Property (Shanghai) Advertisement
Shanghai Co., Ltd Development Co.,
Ltd
Office Building Room 2801 Tengfei Building, 333 Yulang Tengfei Shanghai Framedia
Tianshao Rd. Xuhui District Property (Shanghai) Advertisement
Shanghai Co., Ltd Development Co.,
Ltd
Office Building Room 30307, 3 Floor, Saite Square, Saite Group Co., Ltd Beijing Subsidiary
00 Xxxxxxxxxxxxx Xxx. Xxxxxxx
Xxxxxx Xxxxxxxx Xxxx 00000, 3 Floor, Saite Square, Saite Group Co., Ltd Beijing Subsidiary
00 Xxxxxxxxxxxxx Xxx. Xxxxxxx
Xxxxxx Xxxxxxxx Xxxx 00000, 3 Floor, Saite Square, Saite Group Co., Ltd Beijing Subsidiary
00 Xxxxxxxxxxxxx Xxx. Xxxxxxx
Xxxxxx Xxxxxxxx Xxxx 00000, 3 Floor, Saite Square, Saite Group Co., Ltd Beijing Subsidiary
00 Xxxxxxxxxxxxx Xxx. Beijing
Office Building Room 3208, Jiahui New City Shenzhen Shengli Shenzhen
Huishang Center, 0000 Xxxxxxx Xx., Industry and Subsidiary
Futian District, Shenzhen Development Co., Ltd
Office Building Room 2711, Jiahui New City Xxxxxxxxx Xxxxx Shenzhen
Huishang Center, 3027 Shennan Rd., Subsidiary
Futian District, Xxxxxxxx
Xxxxxx Xxxxxxxx Xxxx 0000, A Junhua Builing, 177 Zhu Cao Wuhan Subsidiary
Hanjiang Rd, Wuhan
Office Building Room 2108, B New World Center,88 Xing Gao Xxxx Xxxx
Zhujiang Rd. Xuanwu District, Guangzhou
Nanjing
NATURE RENT AREA TERM PRICE
--------------- ------------------ ------ ---------------------- ---------
Office Building 35109.5/month 304.77 04-7-12 to 06-7-12 1,055,479
+8868.81/ month
Office Building 47602.36/ month 305.07 05-6-1 to 07-5-31 1,354,785
+8847.03/ month
Office Building $14/ month *squ.m. 425 05-3-29 to 06-7-7 722,925
Office Building $14/ month * squ.m. 177 05-4-8 to 06-7-7 301,077
Office Building $14/ month * squ.m. 177 05-4-8 to 06-7-7 301,077
Office Building Y*8333/ month 103 05-12-1 to 06-7-7 58,331
Office Building Y*23920.7/ month 281.42 05-6-10 to 06-6-9 287,048
Office Building Y*5000/ month 82 05-9-19 to 06-9-18 60,000
Office Building Y*3500/ month 149.95 2005-8-1- to 2006-1-31 21,000
Office Building 65000/year 111.41 2005-4-9-to 2006-4-8 65,000
NATURE PLACE XXXXXX LEASEE
--------------- ---------------------------------- --------------------- -----------------
Office Building Room 2001, Xianglong Garden Xxxxxxxxx Xxxxx Saintfire
Huixiang Ge, 175., Northern Tianhe Advertisement
Rd., Guangzhou Co., Ltd
Office Building Room 2007, Xianglong Garden
Huixiang Ge, 175., Northern Tianhe
Rd., Guangzhou
Office Building Room 2006, Xianglong Garden
Huixiang Ge, 175., Northern Tianhe Xxxxxxxx Xxxxx Guangzhou
Rd., Guangzhou Subsidiary
Office Building Room 1305, Xianglong Garden
Huixiang Ge, 175., Northern Tianhe Xxxxxxx Xxxx (Agent) Guangzhou
Rd., Guangzhou Subsidiary
Office Building Room 2703, Xianglong Garden
Huixiang Ge, 175., Northern Tianhe Xxx Xxx Guangzhou
Rd., Guangzhou Subsidiary
Office Building F, 8 Floor, Commercial Dongguan DonghuGarden Zefei
Residence,Donghu Garden, Dongguan Property Co., Ltd WuY(Dongguan
, Guangzhou Xinghuo Co., Ltd)
Xxxxxxxx X, 00 Xxxxx, Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxx Xxxx
Commercial Residence,Donghu
Garden, Dongguan , Guangzhou
Xxxxxxxx Xxxx 000, 0000 Xxxx, Xxxxx Xxxxxx Xx Shanghai Framedia
Rd.Xuhui District, Shanghai Advertisement
Development Co.,
Ltd
NATURE RENT AREA TERM PRICE
--------------- ------------------ ------ ---------------------- ---------
Office Building 12300/ month +300/ 360 05-5-1 to 08-4-30 453,600
month
Parking Place
Office Building 2600/ month 95 05-9-15 to 06-9-14 31,200
Office Building 2600/ month 95 05-7-1 to 06-6-30 31,200
Office Building 4800/ month 128.78 05-6-10 to 06-6-9 57,600
Office Building Y*1700/ month 110 05-6-1 to 06-5-31 23,460
Office Building +management
feesY*255/ month
Domitory Y*2400/ month 130 05-1-10 to 06-1-9 32,400
+Y*300/ month
Domitory 5800/ month 135.3 05-6-20 to 06-6-20 69,600
SCHEDULE 3.29
Seller has engaged Hina (Beijing) Investment Consultancy Co., Ltd. ("Hina") as
its financial advisor in relation to the acquisition with a potential buyer. As
consideration, Seller will pay a certain percentage of the acquisition amount to
Hina pursuant to the Engagement Letter with Hina dated September 21, 2005.
SCHEDULE 3.30
1. Certificate of Incorporation of Seller;
2. Shareholders' Agreement dated October 14, 2005 among Seller, All In One
International Limited, Timeleader Profits Limited, Xxx On Investments
Limited, Yufai Investments Limited, Dukeland Investments Limited, FCIG and
IDG;
3. Amended and Restated Memorandum and Articles of Association of Seller (to
be filed);
4. Register of Members of Seller;
5. Register of Directors of Seller.
SCHEDULE 3A.3
Schedule 3.7A is hereby incorporated by reference.
EXHIBIT A
FORM OF CONFIDENTIALITY AGREEMENT
This Agreement is made and entered into as of this [____]th day of
[October] 2005 ("Effective Date") by and among TOTAL TEAM INVESTMENTS LIMITED,
an international business company incorporated in the British Virgin Islands
("Seller"), INFOACHIEVE LIMITED, an international business company incorporated
in the British Virgin Islands (the "Company"), the shareholders of NewCo set
forth on Schedules 1.A and 1.1B hereto ("NewCo Shareholders"), and FOCUS MEDIA
HOLDING LIMITED, a company organized under the laws of the Cayman Islands
("Buyer").
WHEREAS, the Seller Parties, the Company and Buyer have exchanged and plan
to exchange specific information on a confidential basis in connection with a
possible acquisition by Buyer of the Company from Seller (the "Proposed
Transaction") pursuant to a Share Purchase Agreement, dated as of October 15,
2005, among Seller, the Company, the Seller Parties and Buyer (the "SPA"); and
WHEREAS, this Agreement sets forth the terms and restrictions that will
apply to that information and to other confidential and/or proprietary
information they have exchange or may exchange.
NOW, THEREFORE, the parties hereto agree as follows:
1. Certain Defined Terms. For purposes of this Agreement, the following terms
shall have the following meanings:
"Confidential Information" means any information of a confidential and/or
proprietary nature first disclosed to the Recipient by the Disclosing Party in
connection with the consideration of the Proposed Transaction, including without
limitation information relating to the Business, the business of the Buyer and
the terms and conditions of the Share Purchase Agreement. Notwithstanding the
foregoing, the term "Confidential Information" shall not mean or include, and
the parties shall have no obligations with respect to, information which: (a)
was already known to the Recipient, free of any obligation of confidence insofar
as is known to the Recipient at the time of its disclosure by the Disclosing
Party (except that such information shall be subject to this Agreement from and
after the date on which the Disclosing Party identities the information as
Confidential Information); (b) is, or becomes, publicly available, through
publication, inspection of a product or otherwise, and through no wrongful act
of Recipient or any of its representatives; (c) is or has been independently
developed by or for the Recipient without reference to any Confidential
Information; (d) is received by the Recipient from a third party which is not
known by Recipient to be subject to a confidentiality requirement; (e) is
approved for release by written authorization of the Disclosing Party; or (f) is
disclosed by the Recipient upon receipt of advice of counsel that such
disclosure is required pursuant to the lawful requirement or request of a
governmental agency or disclosure is otherwise required pursuant to law,
regulation or legal or judicial process; provided, however, that with respect to
this clause (f), the Disclosing Party has been promptly notified prior to any
such disclosure so that the Disclosing Party may seek a protective order or
other appropriate remedy and/or waive compliance with this Agreement.
"Disclosing Party" means to the party delivering the information, and can
mean any of Seller, NewCo Shareholders, the Company or Buyer.
"Governmental Authority" means any government or governmental or regulatory
body thereof, or political subdivision thereof, whether PRC, United States
federal, state, local or foreign, or any agency, instrumentality or authority
thereof, or any court or arbitrator (public or private).
"Law" means any statute, code, law, ordinance, regulation or rule or other
legally binding requirement of any Governmental Authority.
"Person" means any individual, partnership, firm, corporation, association,
trust, unincorporated organization, joint venture, limited liability company or
other entity.
"Recipient" means the party receiving the information from any of the
Disclosing Parties, and can mean either any of Seller, NewCo Shareholders, the
Company or Buyer.
"representatives" of either party mean such party's subsidiaries and
Affiliates, directors, officers, employees, representatives, financing sources
or agents (including, without limitation, financial advisors, attorneys,
accountants and consultants).
"Transaction Information" refers to the fact that discussions or
negotiations are taking place concerning the Proposed Transaction among Seller,
NewCo Shareholders, the Company and Buyer, including the existence of this
Agreement, and any of the terms, conditions or other facts with respect to the
Proposed Transaction, including the existence or status thereof.
2. Any capitalized terms not otherwise defined herein shall have the meanings
defined in the SPA.
3. Until the date which is two (2) years from the Effective Date of this
Agreement, or unless otherwise agreed to, in writing, by the parties, the
Confidential Information shall be used by the Recipient and its representatives
solely for the purpose of evaluating the Proposed Transaction and shall not be
used in any other way, whether or not detrimental to the Disclosing Party, and
the Recipient shall not disclose to any other Person, other than its
representatives, any of the Confidential Information received from the
Disclosing Party hereunder, by using substantially the same degree of care to
avoid disclosure of such Confidential Information as Recipient employs with
respect to its own proprietary and confidential information of like kind. The
Recipient further agrees to inform its representatives of the confidential
nature of the Confidential Information and the duties and obligations of the
Recipient and its representatives with respect to the Confidential Information
as set forth in this Agreement. The Recipient agrees to be responsible for any
breach of this Agreement by its representatives; provided, however, such
Recipient will not be responsible or held liable for any breach of this
Agreement by any of the Recipient's representatives who is not one of its
directors, officers or employees, and who has agreed in writing addressed to the
Disclosing Party to be bound by the provisions of this Agreement.
4. The Confidential Information, including all copies of any analyses,
compilations, studies or other documents prepared by the Recipient or for the
Recipient's use which reflect or contain any Confidential Information, shall be
and remain the property of the Disclosing Party and will be destroyed upon
request of the Disclosing Party, with such destruction to be certified by the
Recipient to the Disclosing Party.
5. Except as hereinafter provided, none of the parties and their respective
representatives will, without the prior written consents of the other parties,
disclose to any other Person, other than its
representatives, the Transaction Information; provided that any party may make
any such disclosures referred to in the preceding sentence (i) to the extent
advised by competent legal advisors that such disclosure is required by
applicable Law and so long as, where such disclosure is to a Governmental
Authority and such party shall use all reasonable efforts to obtain confidential
treatment of the Confidential Information so disclosed, (ii) to the extent
required by the rules of any stock exchange, (iii) to its officers, directors,
employees and professional advisors as necessary to the consummation of the
Proposed Transaction so long as such party advises each Person to whom the
Transaction Information is so disclosed as to the confidential nature thereof,
and (iv) to its investors and any Person otherwise providing substantial debt or
equity financing to such party so long as the party advises each Person to whom
any such disclosures referred to in the preceding sentence is so made as to the
confidential nature thereof; provided that, in each case, the disclosing party
shall promptly inform the Disclosing Party prior to any such disclosure.
6. Each of the parties acknowledges and agrees that, other than as contained in
disclosure to be made in Buyer's public filings with the United States
Securities and Exchange Commission and certain public statements by Buyer for
the benefit of the investing public, Buyer's Confidential Information disclosed
or to be disclosed to any of the Recipients in connection with such Recipient's
evaluation of the Proposed Transaction and the Transaction Information is
non-public in nature. The Confidential Information and the Transaction
Information is disclosed to a Recipient only for the purpose of aiding such
Recipient in its evaluation of the Proposed Transaction and for no other
purpose. It shall be a breach of this Agreement for a Recipient to purchase,
sell, offer to purchase or sell or in any way trade in the securities of any of
the parties or any derivative thereof until such time as the Confidential
Information or Transaction Information, as the case may be, if material, has
been made public.
7. Each of the parties further agrees that it will advise its representatives to
whom such party provides access to any of the Confidential Information and the
Transaction Information, that the Confidential Information and the Transaction
Information is non-public in nature and that such persons are strictly
prohibited from making any use, publishing, or otherwise disclosing to others,
or permitting others to use any of the Confidential Information and the
Transaction Information for their benefit or to the detriment of the other
parties; and are prohibited from engaging in any trading activity in the
securities of any of the parties or any derivative thereof, including any
purchase, sale, offer to purchase or sell such securities or any derivative
thereof until such time as the Confidential Information or Transaction
Information, as the case may be, if material, has been made public.
8. This Agreement and any performance hereunder shall be interpreted in
accordance with any shall be governed by the laws of the State of New York,
United States of America.
9. This Agreement constitutes the entire understanding and agreement among the
parties hereto with respect to the subject matter and supersedes all previous
communications, both oral and written, representations and understandings among
the parties with respect to the subject matter of this Agreement. If any
provisions of this Agreement are held to be invalid or unenforceable, they are
to that extent to be deemed omitted and the remaining provisions of this
Agreement will remain in full force and effect.
10. No amendment, modification, and/or discharge of this Agreement shall be
valid or binding on the parties unless made in writing and signed on behalf of
each of the parties by their respective duly authorized officers or
representatives. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement, and
will become a binding agreement when one or more of the counterparts have been
signed by each of the parties hereto and delivered to the other parties hereto.
11. It is understood and agreed that no contract or agreement relating to the
Proposed Transaction shall be deemed to exist unless and until a definitive
agreement regarding the Proposed Transaction has been executed and delivered by
both parties. It is further agreed that neither party has any legal obligation
or commitment whatsoever to enter into a definitive agreement with respect to
such transaction by virtue of this Agreement or any other written or oral
expression with respect to such transaction except, in the case of this
Agreement, for the matters specifically agreed to herein. For purposes of this
Agreement, the term "definitive agreement" does not include an executed letter
of intent or any preliminary written agreement, nor does it include any written
or verbal acceptance by one party of an offer by the other. In the event that
definitive agreements are executed, the terms and conditions contained therein
shall govern the future obligations of the parties with respect to the
Confidential Information and the Transaction Information.
12. Each of the parties acknowledges that they are aware, and that they will
advise their respective representatives who are informed as to the matters which
are the subject matter of this Agreement, that the United States securities laws
prohibit any person who has received from an issuer material, nonpublic
information from purchasing or selling securities of such issuer or from
communicating this information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell such
securities.
13. The obligations set forth in this Agreement shall expire and be of no
further force and effect two years from the date hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, in each case as of the
date first above written.
TOTAL TEAM INVESTMENTS LIMITED
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INFOACHIEVE LIMITED
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[ ]
--------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FOCUS MEDIA HOLDING LIMITED
By:
------------------------------------
Name: Xxxxx Xxxxx Nanchun
Title: CEO
EXHIBIT B-1
FORM OF INITIAL LOCK-UP AGREEMENT
Focus Media Holding Limited
28-30/F, Zhao Feng World Trade Building
000 Xxxxxxx Xxxx
Xxxxxxxx 000000 Xxxxx
Ladies and Gentlemen:
The undersigned understands that TOTAL TEAM INVESTMENTS LIMITED, an
international business company incorporated in the British Virgin Islands
("NewCo") has entered into a Share Purchase Agreement (the "SPA"), dated as of
October 15, 2005, with FOCUS MEDIA HOLDING LIMITED, a Cayman Islands company
(the "Company"), INFOACHIEVE LIMITED ("InfoAchieve"), an international business
company incorporated in the British Virgin Islands and those shareholders of
NewCo (collectively, "NewCo Shareholders") set forth in Schedules 1.1A and 1.1B
thereto, for the purchase by the Company of the Share. The undersigned further
understands and acknowledges that a portion of the consideration paid to NewCo
or a Seller Designated Entity consists of the Initial Share Consideration and
the Share Option Buy-out Consideration, and that as a shareholder or beneficiary
of NewCo, the undersigned may receive ordinary shares of the Company ("Ordinary
Shares").
Unless otherwise defined herein, all capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in the
SPA.
In consideration of the agreement by the Company to purchase the Shares and
of other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that:
(a) With regard to any Ordinary Shares benefically received by the
undersigned in respect of the Initial Share Consideration and the Share
Option Buy-our Consideration, without the Company's prior permission,
during the period beginning from the First Closing Date and (I) continuing
to and including March 31, 2007 (the "Initial Lock-up Period"), not to
offer, sell, contract to sell, pledge, grant any option to purchase, make
any short sale or otherwise dispose of (each a "Transaction"): (A) any ADSs
or Ordinary Shares or any securities of the Company represented by the
ADSs, or any securities of the Company substantially similar to the ADSs or
Ordinary Shares, including but not limited to, any securities that are
convertible into or exchangeable for, or that represent the right to
receive, ADSs or Ordinary Shares or any such substantially similar
securities; and (B) any shares or equity interests in the Company's
subsidiaries or controlled affiliates or depositary shares or depositary
receipts representing such shares or equity interests, including but not
limited to securities that are convertible into or exchangeable for or that
represent the right to receive such shares or equity interests or such
depositary shares or
receipts, or any such substantially similar securities, whether now owned
or hereinafter acquired (of record, beneficially or otherwise, including as
a custodian) (the securities covered by the foregoing clauses (A) and (B),
collectively, are referred to as the "Lock-up Securities"), and (II) in the
event that the 2006 Audited Annual Net Income is less than US$8,000,000,
from and after the expiration or termination of the Initial Lock-up Period
and continuing to and including June 30, 2007 (the "Extended Initial
Lock-up Period", and together with the Initial Lock-up Period, the "First
Lock-up Period"), not to offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of, Lock-up
Securities in an amount more than the product of (a) the undersigned's pro
rata portion of the Initial Share Consideration and (b) the amount by which
the 2006 Annual Net Income is less than US$8,000,000; provided, however,
that the provisions of this paragraph (a) shall not apply to any
Transaction that is executed after January 13, 2006 with respect to any
Lock-up Securities that are acquired by the undersigned other than in
connection with the transaction contemplated in the SPA;
(b) If the undersigned is a Non-SAFE Compliant Shareholder, each of
the periods provided in sub-paragraph (a) above shall be extended (the
"Further Extended Period") until the undersigned shall have complied with
the provision of Section 5.2 of the SPA in full to the satisfaction of the
Company;
(c) If the undersigned is an SAFE Complaint Shareholder and with
regard to any Ordinary Shares relating to the Initial Share Consideration
or the Share Option Buy-out Consideration, prior to the expiration of the
First Lock-up Period, NewCo shall not transfer any of the Lock-up
Securities to any Person, including without limitation, the undersigned or
its Affiliates;
(d) If the undersigned is a Non-SAFE Compliant Shareholder, prior to
the expiration of the First Lock-up Period or, if applicable, the Further
Extended Period, and unless the undersigned shall have complied with the
provision of Section 5.2 of the SPA in full to the satisfaction of the
Company, NewCo and the Seller Designated Entity, as the case may be, shall
not transfer any of the Lock-up Securities to any Person, including without
limitation, the undersigned or its Affiliates; and
(e) To the extent that the conditions with respect to the expiration
or termination of the lock-up of Ordinary Shares hereunder are satisfied
pursuant to paragraph (c) or (d) hereof, NewCo agrees to release and
distribute the percentage of Ordinary Shares in portion to the
undersigned's shareholding in NewCo.
The undersigned understands that the Company, NewCo and the NewCo
Shareholders are relying upon this Lock-up Agreement in proceeding toward
consummation of the transaction described in the SPA. The undersigned further
understands that this Lock-up Agreement is irrevocable and shall be binding upon
the undersigned's heirs, legal representatives, successors, and assigns.
Very truly yours,
----------------------------------------
Exact Name of Lock-up Party
Agreed and Accepted by:
-------------------------------------
TOTAL TEAM INVESTMENTS LIMITED
-------------------------------------
[SELLER DESIGNATED ENTITY]
-------------------------------------
FOCUS MEDIA HOLDING LIMITED
EXHIBIT B-2
FORM OF EARNOUT LOCK-UP AGREEMENT
Focus Media Holding Limited
28-30/F, Zhao Feng World Trade Building
000 Xxxxxxx Xxxx
Xxxxxxxx 000000 Xxxxx
Ladies and Gentlemen:
The undersigned understands that TOTAL TEAM INVESTMENTS LIMITED, an
international business company incorporated in the British Virgin Islands
("NewCo") has entered into a Share Purchase Agreement (the "SPA"), dated as of
October 15, 2005, with FOCUS MEDIA HOLDING LIMITED, a Cayman Islands company
(the "Company"), INFOACHIEVE LIMITED ("InfoAchieve"), an international business
company incorporated in the British Virgin Islands and those shareholders of
NewCo (collectively, "NewCo Shareholders") set forth in Schedules 1.1A and 1.1B
thereto, for the purchase by the Company of the Shares. The undersigned further
understands and acknowledges that a portion of the consideration paid to NewCo
consists of the Remaining Share Consideration, the Residual Earnout Share
Consideration, if any, the Change of Control Earnout Share Consideration, if
any, and the Dismissal Earnout Share Consideration, if any (each, a
"Consideration"), and that as a shareholder or beneficiary of NewCo, the
undersigned may receive ordinary shares of the Company ("Ordinary Shares").
Unless otherwise defined herein, all capitalized terms used herein but not
otherwise defined herein shall have the meanings set forth in the SPA.
In consideration of the agreement by the Company to purchase the Shares and
of other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that:
(i) With regard to any Ordinary Shares benefically received by the
undersigned in respect of a Consideration, without the Company's prior
permission, during the period beginning from the date of issuance of
such Consideration and continuing to and including June 30, 2007 (the
"Lock-up Period"), which period, in the case that the undersigned is
Non-SAFE Compliant Shareholder, shall be extended (the "Extended
Lock-up Period") until the undersigned shall have complied with the
provision of Section 5.2 of the Share Purchase Agreement in full to
the satisfaction of the Company, not to offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise
dispose of : (A) any ADSs or Ordinary
Shares or any securities of the Company represented by the ADSs, or
any securities of the Company substantially similar to the ADSs or
Ordinary Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive, ADSs or Ordinary Shares or any such substantially similar
securities; and (B) any shares or equity interests in the Company's
subsidiaries or controlled affiliates or depositary shares or
depositary receipts representing such shares or equity interests,
including but not limited to securities that are convertible into or
exchangeable for or that represent the right to receive such shares or
equity interests or such depositary shares or receipts, or any such
substantially similar securities, whether now owned or hereinafter
acquired (of record, beneficially or otherwise, including as a
custodian) (the securities covered by the foregoing clauses (A) and
(B), collectively, are referred to as the "Lock-up Securities");
(ii) If the undersigned is an SAFE Compliant Shareholder, prior to the
expiration of the Lock-up Period, NewCo shall not transfer any of the
Lock-up Securities to any Person, including without limitation, the
undersigned or its Affiliates;
(iii) If the undersigned is a Non-SAFE Compliant Shareholder, prior to the
expiration of the Lock-up Period or, if applicable, the Extended
Lock-up Period and unless the undersigned shall have complied with the
provision of Section 5.2 of the Share Purchase Agreement in full to
the satisfaction of the Company, NewCo shall not transfer any of the
Lock-up Securities to any Person, including without limitation, the
undersigned or its Affiliates; and
(iv) To the extent that the conditions with respect to the expiration or
termination of the lock-up of Ordinary Shares hereunder are satisfied
pursuant to paragraph (ii) or (iii) hereof, NewCo agrees to release
and distribute the percentage of Ordinary Shares in portion to the
undersigned's shareholding in NewCo.
The undersigned understands that the Company, NewCo and NewCo Shareholders
are relying upon this Lock-up Agreement in proceeding toward consummation of the
transaction contemplated in the Share Purchase Agreement. The undersigned
further understands that this Agreement is irrevocable and shall be binding upon
the undersigned's heirs, legal representatives, successors, and assigns.
Very truly yours,
----------------------------------------
Exact Name of Lock-up Party
Agreed and Accepted by:
-------------------------------------
TOTAL TEAM INVESTMENTS LIMITED
-------------------------------------
FOCUS MEDIA HOLDING LIMITED
EXHIBIT C
FORM OF TAX INDEMNITY AGREEMENT
This TAX INDEMNITY AGREEMENT (this "Agreement"), dated as of _________,
2005, by and among TOTAL TEAM INVESTMENTS LIMITED, an international business
company incorporated in the British Virgin Islands ("Seller"), the shareholders
of Seller set forth on Schedule 1.1A to the Share Purchase Agreement (together
with Seller, the "Seller Parties"), and FOCUS MEDIA HOLDING LIMITED, a company
organized under the laws of the Cayman Islands ( "Buyer").
RECITALS
WHEREAS, the Seller Parties, INFOACHIEVE LIMITED, an international business
company incorporated in the British Virgin Islands (the "Company"), Buyer and
other parties thereto are parties to a Share Purchase Agreement, dated __, 2005
(the "Share Purchase Agreement");
WHEREAS, it is a condition precedent under the Share Purchase Agreement
that the Seller Parties and Buyer enter into this Agreement; and
WHEREAS the Seller Parties seek to induce Buyer to consummate its
acquisition of the Company as contemplated in the Share Purchase Agreement, and
to such ends, seek to satisfy the conditions precedent to such investment by
entering into this Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants and agreements set forth herein and for other good and valuable
consideration, the adequacy of which is hereby acknowledged, the parties hereto
hereby agree as follows:
AGREEMENTS
ARTICLE XI INTERPRETATION
SECTION 11.1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Consent" means any consent, approval, authorization, waiver, permit,
grant, franchise, concession, agreement, license, exemption or order of,
registration, certificate, declaration or filing with, or report or notice to,
any Person, including any Government Authority.
"Indemnifiable Loss" means any action, cost, damage, disbursement, expense,
Liability, loss, deficiency, obligation, penalty or settlement of any kind or
nature suffered by Buyer. Notwithstanding anything to the contrary provided in
the preceding sentence, "Indemnifiable Loss" shall include, but shall not be
limited to, (i) interest or other carrying costs, penalties, legal, accounting
and other professional fees and expenses reasonably incurred in the
investigation, collection, prosecution and defense of claims and amounts
paid in settlement, that may be imposed on or otherwise incurred or suffered by
Buyer and (ii) any Taxes that may be payable by Buyer by reason of the
indemnification of any Indemnifiable Loss hereunder, other than Taxes that would
have been payable notwithstanding the event giving rise to indemnification.
"Liabilities" means, with respect to any Person, liabilities owing by such
Person of any nature, whether accrued, absolute, contingent or otherwise, and
whether due or to become due.
Capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed to such terms in the Share Purchase Agreement.
ARTICLE XII INDEMNITY
SECTION 12.1. Indemnity. Each of the Seller Parties hereby, severally
and jointly, agrees to indemnify and hold harmless Buyer, from and against any
and all Indemnifiable Losses suffered by Buyer, directly or indirectly, as a
result of, or based upon or arising from any failure by the Company or any Group
Company prior to the First Closing Date (i) to timely pay any Tax due and
payable thereby (or subject to withholding and remittance thereby), (ii) to
timely file any Tax Return, (iii) to comply with any applicable Law relating to
Taxes, or (iv) to pay or fund any social welfare benefits that the Company or
such Group Company may be, or may have been, required by applicable Law to pay
or fund to or on behalf of any of the prior or continuing employees thereof.
Notwithstanding the foregoing, none of the Seller Parties shall be liable for
any Indemnifiable Losses suffered by Buyer, directly or indirectly, as a result
of, or based upon or arising from any tax matters disclosed in Schedule 3.12 to
the Share Purchase Agreement.
SECTION 12.2. Procedures.
(a) Buyer shall be entitled to select its own counsel in defense of
any action, suit, proceeding or alternative dispute resolution mechanism,
whether civil, criminal, administrative, investigative or other (each, a
"Claim") that may cause Indemnifiable Losses to Buyer. The Seller Parties shall
advance all reasonable expenses, including attorneys' fees and all other related
costs, expenses and obligations incurred in connection with investigating or
defending against a Claim (collectively, the "Defense Expenses"). Defense
Expenses shall be paid by the Seller Parties to Buyer as they are incurred but
in any event no later than fifteen (15) days after a written request and
supporting documentation are supplied by Buyer to Seller.
(b) If a Claim is asserted by any third party against Buyer, Buyer may
request the Seller Parties to defend the Claim on behalf of Buyer by a written
notice supplied by Buyer to Seller. If the Seller Parties fail to defend Buyer
upon such request, a recovery against Buyer shall be conclusive in its favor
against the Seller Parties, provided, however, that, if Seller has not received
reasonable notice of the Claim or is not allowed to control its defense,
judgment against Buyer shall only constitute presumptive evidence against the
Seller Parties.
(c) All payments to be made by the Seller Parties to Buyer hereunder
shall be made in immediately available funds to a bank account designated by
Buyer. All payments to be made to Buyer shall be made in U.S. Dollars. Each of
the Seller Parties, jointly and severally, covenants and agrees that (i) it has
full authority and resources to make any payment hereunder to
or for the account of Buyer in U.S. Dollars if so required; and (ii) it shall
make all payments hereunder irrespective of and without deduction for, any
counterclaim, defense, recoupment, or set-off; and (iii) any payment or
indemnity hereunder shall include an amount necessary to hold the recipient of
such payment or indemnity harmless on an after-Tax basis from all Taxes required
to be paid with respect to such payment or indemnity, taking into account any
Tax.
ARTICLE XIII REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties provided in Articles III
and IV of the Share Purchase Agreement shall be incorporated by reference into
and form part of this Agreement.
ARTICLE XIV MISCELLANEOUS
SECTION 14.1. Termination. This Agreement shall terminate five (5)
years after the date hereof.
SECTION 14.2. Binding Effect; Assignment. This Agreement shall be
binding upon and shall be enforceable by each party, its successors and
permitted assigns. Except as provided in the preceding sentence, no party may
assign any of its rights or obligations hereunder without the prior written
approvals of the other parties.
SECTION 14.3. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 14.4. Language. The governing version of this Agreement is the
English language version. Any translation of this Agreement into Chinese or any
other language is for the convenience of the parties only.
SECTION 14.5. Amendments. Except as otherwise permitted herein, this
Agreement and its provisions may be amended, changed, waived, discharged or
terminated only by a writing signed by each of the parties.
(a) Notices. Any notice, demand, or communication required or
permitted to be given by any provision of this Agreement shall be deemed to have
been sufficiently given or served for all purposes if (i) personally delivered,
(ii) sent by a nationally recognized overnight courier service to the recipient
at the address below indicated or (iii) delivered by facsimile which is
confirmed in writing by sending a copy of such facsimile to the recipient
thereof pursuant to clause (i) or (ii) above:
If to the Buyer:
Focus Media Holding Limited
28-30/F, Zhao Feng World Trade Building
369 Jiangsu Road
Shanghai 100032 PRC
Attn: Xxxxxx Xx, Chief Financial Officer
x00 00 0000 0000 ex. 6339 (tel)
x00 000000 0000 (fax)
With a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
7/F, ICBC Tower
0 Xxxxxx Xxxx
Xxxxxxx, Xxxx Xxxx
Attn: Xxxxx Xxx, Esq.
x000 0000 0000 (tel)
x000 0000 0000 (fax)
If to any of the Seller Parties:
Framedia Advertising Development Co., Ltd.
XXXXXXX Xxxxx
00 XxxxXxxXxxXxx XxXxx
Xxxxxxx, 00000 PRC
Attn: Tan Zhi, Chairman and CEO
x00 00 00000000 (tel)
x00 00 00000000 (fax)
With a copy to:
O'Melveny & Xxxxx LLP
31st Floor, China World Tower
Xx. 0 Xxxxxxxxxxxxx Xxxxxx
Xxxxxxx 000000 PRC
Attn: Xxxxxx Xxxxx, Esq.
x00 00 0000 0000 (tel)
x00 00 00000000 (fax)
or to such other address as any party hereto may, from time to time, designate
in a written notice given in like manner.
Except as otherwise provided herein, any notice under this Agreement
will be deemed to have been given (x) on the date such notice is personally
delivered or delivered by facsimile or (y) the next succeeding Business Day
after the date such notice is delivered to the overnight courier service if sent
by overnight courier; provided that in each case notices received after 4:00
p.m. (local time of the recipient) shall be deemed to have been duly given on
the next Business Day.
(b) For convenience only, the parties agree that all notices,
consents, directions or other actions that may be given or taken hereunder by
the Seller Parties may be given by Seller on behalf of the Seller Parties
pursuant to a written instruction or document duly executed by Seller and that
Buyer shall treat any such instrument or document as the action of the Seller
Parties hereunder.
SECTION 14.6. Further Assurances. Each party shall do and perform, or
cause to be done and performed, all such further acts and things and shall
execute and
deliver all such other agreements, certificates, instruments and documents as
the other party may reasonably request to give effect to the terms and intent of
this Agreement.
SECTION 14.7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior written or oral understandings or agreements.
SECTION 14.8. Severability. If any provision of this Agreement shall
be held invalid or unenforceable to any extent, the remainder of this Agreement
shall not be affected thereby and shall be enforced to the greatest extent
permitted by law.
SECTION 14.9. Remedies Cumulative. The rights and remedies available
under this Agreement or otherwise available shall be cumulative of all other
rights and remedies and may be exercised successively.
SECTION 14.10. Counterpart Execution. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
SECTION 14.11. No Third Party Beneficiary. Nothing in this Agreement
is intended to confer upon any Person other than the parties hereto and their
respective successors and permitted assigns any rights, benefits, or obligations
hereunder.
[The remainder of this page has been left intentionally blank.]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, in each case as of the
date first above written.
FOCUS MEDIA HOLDING LIMITED
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TOTAL TEAM INVESTMENTS LIMITED
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[ ]
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By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[ ]
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By:
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Name:
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Title:
---------------------------------
FOCUS MEDIA HOLDING LIMITED
By:
------------------------------------
Name: Xxxxx Xxxxx Nanchun
Title: CEO
EXHIBIT D
FORM OF MANAGER NON-COMPETE AGREEMENT
This MANAGER NON-COMPETE AGREEMENT (this "Agreement"), dated as of
_______, 2005, by and among FOCUS MEDIA HOLDING LIMITED, a company organized
under the laws of the Cayman Islands ("Focus Media"), INFOACHIEVE LIMITED, an
international business company incorporated in the British Virgin Islands (the
"Company"), TOTAL TEAM INVESTMENTS LIMITED, an international business company
incorporated in the British Virgin Islands ("NewCo" or "Seller"), and [_______],
an shareholder/employee, directly or indirectly, of Seller ("Employee").
RECITALS
WHEREAS, Seller, all shareholders of Seller, the Company and Focus
Media are parties to a Share Purchase Agreement, dated October 15, 2005 (the
"Share Purchase Agreement"; capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such term in the Share Purchase
Agreement);
WHEREAS, it is a condition precedent under the Share Purchase
Agreement that certain of the Seller Parties and the Non-Management
Shareholders, the Company and Buyer enter into this Agreement;
WHEREAS, Employee will sign a Service Agreement pursuant to the Share
Purchase Agreement;
WHEREAS, the Employee seeks to induce Buyer to consummate its
acquisition of the Group Companies as contemplated in the Share Purchase
Agreement, and to such ends, seeks to satisfy the conditions precedent to such
investment by entering into this Agreement.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties agree as follows:
AGREEMENTS
Section 1. Non-Solicitation of Employee. By executing this Agreement,
Employee acknowledges that he/she understands that the Group Companies' ability
to operate the Business depends upon their ability to attract and retain skilled
people and that the Group Companies have and will continue to invest substantial
resources in training such employees. Therefore, for a period of three (3) years
following the First Closing Date and (ii) one (1) year following the termination
or expiration of the Service Agreement, whichever is later, Employee shall not,
and shall cause its Affiliates, without the prior written permission of the
Buyer, directly or indirectly solicit, employ or retain, or have or cause any
other person or entity to solicit, employ
or retain, any person who is employed at the time of such solicitation with any
of the Group Companies or any of equipment providers.
Section 2. Non-Solicitation of Material Investors, Clients and
Customers. By executing this Agreement, Employee acknowledges that he/she
understands that the Group Companies' ability to operate the Business depends
upon their ability to attract and retain investors, clients and customers.
Therefore, for a period of three (3) years following the First Closing Date and
(ii) one (1) year following the termination or expiration of the Service
Agreement, whichever is later, Employee shall not solicit, contact, interfere
with, or endeavor to entice away from any of the Group Companies any of its
material investors, customers or clients or any such persons or entities that
were strategic investors, customers or clients of the Group Company within the
twelve (12) month period immediately prior to Employee's termination or
expiration of employment. For purposes of this Agreement a "material investor"
shall mean any investor in Focus Media who holds no less than 1.0% of Focus
Media's outstanding ordinary shares.
Section 3. Non-Compete. For a period of three (3) years following the
First Closing Date and (ii) one (1) year following the termination or expiration
of the Service, whichever is later, without the prior written permission of
Buyer, Employee shall not in the PRC, directly or indirectly, (i) enter into the
employ of or render any services to any person, engaged in a Competitive
Business; or (ii) become associated with or interested in any Competitive
Business as an individual, partner, shareholder, creditor, director, officer,
principal, agent, employee, trustee, consultant, advisor or in any other
relationship or capacity. For purposes of this paragraph, the term "shareholder"
shall not include any person who owns no more than 1% of the outstanding shares
of a publicly listed company on a domestic or overseas stock exchange.
Section 4. Post-Employment Property. In the scope of Employee's
employment with the Group Companies, he/she may be requested, alone or with
others, to create, invent, enhance, and modify items which are or could be
deemed to be confidential information of the Group Companies ("Confidential
Information"). Employee acknowledges and agrees that any Confidential
Information is intended to be, and will remain, the sole and exclusive property
of the Group Companies. In addition, Employee agrees that any and all
intellectual property that Employee invents, discovers, originates, makes,
conceives, creates or authors either solely or jointly with others and that is
the result of or is substantially derived from Confidential Information shall be
the sole and exclusive property of the Group Companies unless in the public
domain. If Employee's employment with the Group Companies terminates for any
reason, he/she shall promptly and fully disclose all such property to the Group
Companies, shall provide the Group Companies with any information that it may
reasonably request about such property and shall execute such agreements,
assignments or other instruments as may be reasonably requested by the Group
Companies to reflect such ownership by the Group Companies and shall reasonably
cooperate with the Group Companies to protect the business relationships of the
Group Companies and to insure that there will be no unreasonable interference or
disruption of such business relationships. Upon termination of Employee's
employment by the Group Companies for any reason whatsoever (which may be with
or without cause subject to such Employee's service or employment agreement),
and at any earlier time the Company so requests, Employee will deliver to the
custody of the person designated by the Company all originals and copies of such
documents
and other property of the Group Companies in Employee's possession, under
Employee's control or to which Employee may have access.
Section 5. Non-Disparagement. Employee acknowledges and agrees that
he/she will not defame or publicly criticize the services, business, integrity,
veracity or personal or professional reputation of the Group Companies or any of
their officers, directors, partners, employees, affiliates, or agents thereof in
either a professional or personal manner either during his/her employment with
the Group Companies or thereafter. For the avoidance of doubt, it is understood
that the provisions of this Section 5 shall not limit Employee's rights with
respect to claims against the Group Companies or any of their officers,
directors, partners, employees, affiliates or agents.
Section 6. Privacy. Employee acknowledges that the Group Companies
have a critical business interest in maintaining complete control and access to
its various computer systems. In view of this interest, Employee understands
that Employee will have no right to privacy as to any personal information which
Employee inputs or otherwise causes to become part of such systems. Further, the
Group Companies shall be entitled (in the exercise of its sole discretion) to
delete, erase and/or destroy any and all such personal information which
Employee may so input or cause to become a part of the Group Companies' various
computer systems.
Section 7. Representation. Employee represents and warrants to the
Buyer, and Employee acknowledges that the Company has relied on such
representations and warranties in employing Employee, that neither Employee's
duties as an employee of the Group Companies nor his/her performance of this
Agreement will breach any other agreement to which Employee is a party,
including without limitation, any agreement limiting the use or disclosure of
any information acquired by Employee prior to his/her employment by the Group
Companies. In addition, Employee represents and warrants and acknowledges to
Buyer that the Group Companies have relied on such representations and
warranties in employing Employee, that he/she has not entered into, and Employee
further convents that during the term of his employment with the Group
Companies, he will not enter into, any agreement, either oral or written, in
conflict herewith. In the course of performing Employee's work for the Group
Companies, he/she will not disclose or make use of any information, documents or
materials which he/she is under any obligation to any other party to maintain
confidence. Employee further agrees that during the period of employment with
the Group Companies he/she will not, without the Group's express written
consent, engage in any employment or business activity other than for the Group
Companies.
Section 8. Enforcement. If Employee commits a breach, or threatens to
commit a breach, of any of the provisions of this Agreement, the Company or
Buyer shall have the right and remedy to have the provisions specifically
enforced by any court having jurisdiction, it being acknowledged and agreed by
Employee that the services being rendered hereunder to the Group Companies are
of a special, unique and extraordinary character and that any such breach or
threatened breach will cause irreparable injury to the Group Companies and that
money damages will not provide an adequate remedy to the Group Companies. Such
right and remedy shall be in addition to, and not in lieu of, any other rights
and remedies available to the Group Companies at law or in equity. Accordingly,
each of Employee and the Company consents to the issuance of an injunction,
whether preliminary or permanent, consistent with the terms of this Agreement.
Section 9. Blue Pencil. If, at any time, the provisions of this
Agreement shall be determined to be invalid or unenforceable under any
applicable law, by reason of being vague or unreasonable as to area, duration or
scope of activity, this Agreement shall be considered divisible and shall become
and be immediately amended to only such area, duration and scope of activity as
shall be determined to be reasonable and enforceable by the court or other body
having jurisdiction over the matter and Employee and the Company agree that this
Agreement as so amended shall be valid and binding as though any invalid or
unenforceable provision had not been included herein.
Section 10. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflict of laws principles thereof. Any action
brought by any party to this Agreement shall be brought and maintained in a
court of competent jurisdiction in the State of New York.
Section 11. Miscellaneous. b) Upon its execution, this Agreement shall
have binding and contractual effect upon Employee and his/her successors and
assigns, and shall inure to the benefit of, and be enforceable by, the Company
and its successors and assigns. This Agreement shall survive the termination of
Employee's employment with the Company and shall continue to be fully binding on
Employee and enforceable by the Company after such termination, in accordance
with its terms.
SECTION 14.12. Subject to Section 5.14 of the Share Purchase
Agreement, nothing in this Agreement shall confer any right with respect to
continuation of Employee's employment with the Group Companies and, subject to
the terms of any applicable service or employment agreement with such Employee,
the Group Companies shall have the right to terminate Employee's employment at
any time and for any reason or no reason, with or without cause.
SECTION 14.13. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and supersedes
all prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto in respect of such subject matter. Any
prior agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and cancelled. No provisions of this Agreement may
be amended, modified, or waived unless such amendment or modification is agreed
to in writing signed by Employee and by a duly authorized officer of Buyer, and
such waiver is set forth in writing and signed by the party to be charged. No
waiver by either party hereto at any time of any breach by the other party
hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
SECTION 14.14. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
SECTION 14.15. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
SECTION 14.16. For the purposes of this Agreement, notices, demands
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered either personally or
by certified or registered mail, return receipt requested, postage prepaid,
addressed as set forth above or to such other address as any party may have
furnished to the others in writing in accordance herewith, except that notices
of change of address shall be effective only upon receipt.
SECTION 14.17. EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ
THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY
ADVISORS AS HE/SHE CONSIDERED NECESSARY AND THAT EMPLOYEE UNDERSTANDS THIS
AGREEMENT'S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING
ON THE FOLLOWING PAGE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
all as of the day and year first above written and this Agreement shall become
effective as of such date.
-------------------------------------
[EMPLOYEE]
Employee Signature Witnessed By:
Signed:
-----------------------------
Print Name:
-------------------------
INFOACHIEVE LIMITED
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
TOTAL TEAM INVESTMENTS LIMITED
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Agreed to and acknowledged by:
FOCUS MEDIA HOLDING LIMITED
By:
---------------------------------
Name: Xxxxx Xxxxx Nanchun
Title: CEO
EXHIBIT E
FORM OF EMPLOYEE NON-COMPETE AGREEMENT
NON-COMPETITION, CONFIDENTIAL INFORMATION
AND WORK PRODUCT AGREEMENT
Contract No.:_________
This NON-COMPETITION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT (this
"Agreement"), dated as of [ ] 2005 is entered into by the following parties:
Party A:
---------------------------------
Address:
---------------------------------
Party B:
---------------------------------
Gender:
------
ID No. :
---------------------------------
Address:
---------------------------------
Party A and Party B hereinafter individually referred to as the "PARTY" and
collectively, the "PARTIES".
WHEREAS, Party A hire Party B as its contractual employee and entered into this
Agreement with Party B.
THEREFORE, the Parties hereby have reached the following agreement:
1. DEFINITION
Unless otherwise stipulated or required in this Agreement:
"CONFIDENTIAL INFORMATION" shall mean the information, technical documents,
commercial secret or exclusive technology that
is not available to the general public, having
the commercial value and held by the Party A in
confidentiality, including, but not limited to
Party A's technology, design, diagrams, charts,
data, computer software, development of various
technologies, management system, business plans,
market information, lists of buildings, lists of
the contact people of the buildings, list of the
price and rent, budget, business information,
business cooperation, transactions, research
information, products and products plans,
service, customer information and lists
(including but not limited to the customers that
Party B have contacted or is familiar with
during the term of employment), the above
information is directly or indirectly obtained
by the Party B from Party A by written or oral
communication or other method.
Notwithstanding the provision stipulated above,
the confidential information shall not include
the information which is disclosed to the
general public or known by the general public by
virtue of other reasons.
"TERM OF SERVICE": shall mean the term of effect of this Agreement
entered into by the Party A and Party B;
"WORK PRODUCT": shall mean during the term of service or within
one (1) year since the expiration of the term of
service, all discoveries, inventions, ideas,
concepts, research, trademarks, service marks,
slogans, logos and information, processes,
products, techniques, methods and improvements
that is made up, developed or obtained by Party
B alone or cooperating with other person, and
all the work products mentioned above are in any
way relating to the present or proposed
products, programs or services of Party A or
relating to tasks assigned to Party B during the
course of the employment, whether or not (1)
patentable or subject to copyright or trademark
protection, (2) reduced to tangible form or
reduced to practice, (3) made during the regular
working hours, (4) made on the premises of the
Party A.
"LABOR CONTRACT": shall mean the Labor Contract (including
Appendix) among Party A and Party B dated [ ].
2. NON-COMPETITION CLAUSE
2.1 During the term of service, Party B agrees:
(1) to duly perform all the tasks assigned by Party A;
(2) to provide Party A with all of its time, skill, energy and efforts.
2.2 Party B hereby agrees that during the term of service, it shall not:
(1) directly or indirectly participate in any activities or business
with any methods which compete with Party A;
(2) engage or participate in (whether as an manager, consultant,
director, officer or employee) any entity which is competitive with
the business of Party A that Party A is or will be engaged in; or
have any connection with such entity; or as shareholder hold equity
interests in such entity;
(3) cause, solicit or intent to employ or employ any employee of the
Party A or other person which might be employed by Party A during
the term of service;
(4) deal with any client, supplier or partner of Party A or any other
entity directly trading with Party A; or set up a competitive
relationship against Party A with such entities; or assist
employment or competition for the individual or entities; or
encourage such Party B to terminate its service relationship with
Party A; or
(5) encourage any client, supplier or partner of Party A or any other
entity to terminate their relationship with Party A.
Unless these activities above are acted for the interest of Party A or
upon the written consent of Party A in advance.
2.3 Party B hereby agrees that within one (1) year from the expiration of the
term of service or within three (3) year from December 15 2005, whichever
is the later ( under any circumstances, however, no less than two (2) year
from the date of the execution date of this Agreement), he/she shall not:
(1) directly or indirectly carry out or participate in any business
which is compete with the business of Party A;
(2) directly or indirectly carry out business for other person which is
compete with the business of Party A (including, but not limited to
hold a position in the entity which competes with Party A).
2.4 Party A agrees to compensate Party B in respect of the duty of
non-competition, the amount of the compensation shall be one forth (1/4)
of the total remuneration which Party B obtained from Party A during the
twelve (12) months before the expiration or termination of the Labor
Contract; such compensation shall be paid in one lump sum by Party A to
Party B upon the expiration or termination of the Labor Contract.
2.5 Should Party A do not pay the compensation to Party B pursuant to this
Agreement, it shall be deemed that Party B is not required by Party A to
comply with the provisions in connection with non-competition in this
Agreement.
2.6 If Party B breach its undertakings in respect of the non-competition
stipulated in this Article, Party B shall pay the Party A liquidated
damages. Such liquidated damages shall be twice of the compensation
stipulated in Article 2.4, i.e. two third (2/3) of the total remuneration
which Party B obtained from Party A during the twelve (12) months before
the expiration or termination of the Labor Contract. If the loss suffered
by Party A due to the breach of the non-competition undertakings can not
be repaid in full by such liquidated damage, Party B shall make further
compensation so as to ensure Party A to obtain full and prompt repayment
and to prevent Party A from such loss, including but not limited to the
loss of the marketable proportion, investigation fees, R&D fees, and fees
for the dispute settlement such as arbitration fees, litigation fees and
lawyer fees.
2.7 If Party B breach its undertakings in respect of the non-competition
stipulated in this Article, other than repaid Party A with liquidated
damages, it shall terminate all the breaching activities. Party A is
entitled to prevent Party B from carrying on the breaching activities,
including soliciting Party B to undertake criminal liabilities by virtue
of infringing commercial secret and breaching non-competition restriction.
3. DUTY OF CONFIDENTIALITY
3.1 During the term of service and at any time thereafter, Party B shall not:
(1) make use of any confidential information, excluding making use of
such information in accordance with the service relationship or for
the interest of Party A; or
(3) disclose such information by any method, means to the third party
other than Party A or other person who is not entitled to know such
information, unless Party A consents in writing.
3.2 If Party B breaches the duty of confidentiality stipulated in this
Article, it shall compensate Party A for its loss suffered by virtue of
such breach and undertake other breach liabilities. In case of material
breaching, Party A is entitled to terminate the Labor Contract and
investigate Party B's commercial and criminal liabilities.
4. RIGHT TO THE WORK PRODUCT
4.1 All the work product shall be the exclusive property of Party A.
4.2 Party B hereby agrees to give up any and all the rights which it might
enjoy in respect of the work product, and irrevocably grant such right to
Party A; if the such right can not be given up or transferred to Party A,
Party B shall not raise any request to Party A and it permitted party,
successor or transferee.
4.3 Party B shall disclose any and all the information regarding the work
product or information which is essential to the work product or
technology and document which is inseparable to the work product to the
person with competent power and authorization in Party A.
5. REPRESENTATION OF PARTY B
5.1 Party B hereby represents that he/she does not undertake any duty to
his/her former employer or other person of not disclosing any information
to Party A.
6. DUTY OF ASSISTANT OF PARTY B
6.1 During the term of service and at any time thereafter, upon the request of
Party A, Party B shall sign all the document, exercise all the legal
activities which is deemed to be necessary and reasonable for the
protection of the right under this Agreement and/or exercise all the legal
activities which is deemed to be necessary and reasonable for the
intention of this Agreement.
6.2 In case that it will not restrict the general application of the above
stipulation, Party B hereby agrees to provide Party A or the person
designated by it with reasonable assistant as following:
(a) carry out or apply for foreign and/or domestic patent or other
intellectual property right or industrial property right, or the
re-confirmation, extension or good standing of such rights;
(b) raise litigation or defense against any encumbrance in connection
with the intellectual property right and industrial property right;
(c) participant in any administrative procedure or litigation involved
by Party A in connection with the work product;
(d) sign documents and carry out all the activities which are thought to
be necessary by Party A for the creation and/or protection of the
copyrights, patent, trademark, commercial secret and other property
right in connection with work product.
7. RETURN OF THE ASSETS OF PARTY A
7.1 Upon the termination of service relationship by any reason or upon the
request of Party A, Party B shall return to Party A any and all the work
product, confidential information, notice, memo, record, client
information, building information, list of rent, suggestion, business plan
and other documents, computer software, documents, tools, equipments and
any other assets in connection with the work done for Party A or any other
assets belonging to Party A. Party B shall not retain the copy of such
assets.
7.2 Party B admits that all of the above materials exclusively belong to Party
A, and agrees to sign a Disclaimer before the final payment (if any) made
by Party A, this Disclaimer is as following:
" TERMINATION DISCLAIMER
I, [ ], HEREBY DISCLAIM THAT I DO NOT POSSESS OR RETAIN OR REFUSE TO
RETURN ANY WORK PRODUCTS OR ANY DOCUMENTS, MEMO, RECORDS, CLIENT
INFORMATION, SUGGESTION, BUSINESS PLAN OR ANY OTHER DOCUMENTS OR ANY OTHER
COMPUTER SOFTWARE, DOCUMENTS, TOOLS, EQUIPMENTS AND ANY OTHER ASSETS (OR
THE COPY OF THE ABOVE MATERIALS), WHICH BELONGS TO PARTY A."
8. GENERAL PROVISION
8.3 The Company and Party B hereby agree, any Party could not investigate any
part of the liability incurred by breaching this Agreement, it shall not,
however, be deemed that it give up its right to insist the other party to
strictly comply with part or all of the stipulations in this Agreement.
8.4 Duties of Party B under this Agreement shall remain effective after the
expiration or termination of the Labor Contract, regardless of the Labor
Contract being expired or terminated by whatever method or reason and
regardless of whether or not such expiration or termination constituting
breach under other agreement signed by Party A and Party B. Duties of
Party B under this Agreement shall be binding on his/her successor,
executor of will and administrator of inheritance. This Agreement shall be
binding on the successor or assignee of the Company.
8.5 Any dispute raised or dispute raised in connection with this Agreement
shall be submitted to the People's Court of Changning District. The final
judgment of the Court shall be final and binding on both Parties. Party B
agrees that the legal document can be delivered by recognized letter or
registered letter (receipt required).
8.6 This Agreement shall be signed in Chinese.
8.7 This Agreement shall be prepared in two (2) original copies, with each
involved Party holding one (1) copy hereof.
[BELOW IS LEFT BLANK FOR SIGNATURE]
[SIGNATURE PAGE]
Party A: [ ] (Chop)
Signature by:
-----------------------
Name:
-----------------------
Position:
-----------------------
Date: [ ] 2005
Party B:
-----------------------
Signature:
-----------------------
ID No:
-----------------------
Date: [ ] 2005
EXHIBIT F
FORM OF SERVICE AGREEMENT
EMPLOYMENT AGREEMENT
PARTY A: [ ] CO., LTD
(hereinafter the "PARTY A")
PARTY B: [ ] ID NO.[ ]
(hereinafter the "PARTY B")
In accordance with the Labor Law of the People's Republic of China, Regulations
on Labor Contracts for Shanghai Municipality, and related laws and regulations
(hereinafter the "LABOR REGULATIONS"), Party A and Party B hereby enter into
this Labor Contract upon consultation on the basis of equality and free will as
following:
ARTICLE 1 TERM AND PROBATION PERIOD
1.1 The term of this Agreement is one (1) year, from [ ] to [ ], among
that the probation period shall be [ ] (hereinafter the "PROBATION
PERIOD").
1.2 Any Party can give written notice to the other party one (1) month prior
to the expiration of the Agreement for its intention extending the term of
the Agreement.
1.3 Upon the writing confirmation of the Party, the term of the Agreement can
to renewed or extended to the term as confirmed in writing by the Parties.
1.4 Before the execution of this Agreement, Party A is entitled to require
Party B submit the Health Certificate of Competent Proof of Body
Examination issued by the hospital at district level. During the term of
the Agreement and probation period, should Party A find out that Party B
materially conceals the health condition before the execution of the
Agreement, such as Hepatitis B, infectious disease, chronic disease etc.,
Party A is entitled to terminate this Agreement and shall only pay Party B
salary for the current month.
1.5 This Agreement can be terminated in accordance with Article 9 and other
relevant Articles.
ARTICLE 2 WORKDAY AND WORKING TIME
2.1 The standard working time is no less than eight (8) hours per day, i.e.
from 9:00am to 6:00pm.
ARTICLE 3 DUTY AND LIABILITY OF PARTY B
3.1 The General Manager of the company shall supervise the work of Party B.
The Party B shall accept the supervision from the management level.
3.2 The department of Party B is [ ]. Position: [ ].
3.3 Party B shall accept and comply with the instruction made by Party A in
respect of the change of work according to the need of work.
3.4 Party B shall comply with the internal administrative rules of Party A,
and shall strictly comply with the safety rule during the course of work.
ARTICLE 4 LABOR PROTECTION AND CONDITION OF WORK
Party A shall provide labor protection and condition or work to Party B in
accordance with the Labor Regulations.
ARTICLE 5 CONFIDENTIALITY
5.1 Any part-time job of Party B during the term of employment shall be
permitted by Party A. The permission to one activity shall not be deemed
to the permission to any other activity but shall be newly permitted
otherwise. Party A remains the right to withdraw such permission at any
time when it believes that such part-time job will influence the work of
Party B.
5.2 During the term of service or the term of employment in Party A, all the
copyright, patent, exclusive technology or intellectual property right
(the "INTELLECTUAL PROPERTY RIGHT") of the technology developed by Party
B(the "TECHNOLOGY") or other intellectual property right in connection
with it shall belong to Party A, or belong to the third party ("the THIRD
PARTY") in accordance with the contract among Party A and the third Party.
The technology shall include but not limited to computer software,
computer code, relevant information and above information being improving,
and other materials which is demanded for design, development, research,
programming, creation, execution, delivery and installment during its term
of service or the term of employment for Party A, regardless the form or
media. Party B hereby gives up the current or potential right and interest
in connection with the technology. Party B warrants that such abandon of
right shall be existed even after the termination of the employment.
5.3 During the term of service or the term of employment in Party A, all the
intellectual property right of the documents developed by Party B ("the
DOCUMENTS") or other intellectual property right in connection with it
shall belong to Party A, or belong to the third party. The documents shall
include but not limited to the manual of the technology, the online
assisting document for the technology, the note included in the original
code, and all the documents describing the use and operation of the
technology regardless of its media, and the above materials being
improving. The documents also include the documents in connection with the
technology design and creation to the extent applicable and existing as
below. Party B hereby gives up the current or potential right and interest
in connection with the technology. Party B warrants that such abandon of
right shall be existed even after the termination of the employment.
5.4 During the term of service or the term of employment in Party A and
thereafter, Party B shall not disclose, reveal, use or permit other person
or entity to use any part of the technology and/or document, regardless
whether Party B is profitable therein. Unless required by Party A during
the term of employment, Party B shall not, during the term of employment
in Party A and thereafter, research and develop technology or documents
based on the technology or documents, and shall not disclose, reveal, use
or permit other person or entity to use any part of the technology and/or
document, regardless whether Party B is profitable therein.
5.5 During the term of employment and thereafter, the record and information
of Party A are confidential and shall be treated as such. Any one violates
this stipulation will be dismissed at once. Business information, client
list, building list, list of rent and relevant documents and electronic
information, or the photocopy of these above shall not be take out of the
working area without the special permission from the General Manager. Upon
the termination of the employment, any information in connection with the
business of Party A shall be returned to the General Manager.
ARTICLE 6 NON-COMPETITION
6.1 Party B shall not, regardless of being manager, director, employee,
partner, consultant, holder of the equity interest or debt investment,
lender or other status, directly or indirectly engage or participant in
any business or similar business which is or will be compete with the
business of Party A by virtue of such engagement or participation, or lend
any Bound Party's name (or any part, variant or formative thereof) to such
business.
6.2 Deal, directly or indirectly, in a competitive manner with any customers
doing business with the Company or any Group Company (unless the
Employment Agreement among Party B and Party A or any Group Company
require Party B to do so)
6.3 solicit any officer, director, employee or agent of the Company or any
Group Company to become an officer, director, employee or agent of anyone
other than the Company or any Group Company; or
6.4 engage in or participate in, directly or indirectly, any business
conducted under any name that shall be the same as or similar to the name
of the Company or any Group Company or to any trade name used by the
Company or any Group Company where such business is (i) directly or
indirectly competitive with the Business or (ii) engaged in any related
activity where the use of such name is reasonably likely to result in
confusion.
6.5 Within twelve (12) months from Party B leaving office or within three (3)
year from December 15 2005, whichever is the later, Party B shall not
engage in the business compete with Party A, i.e. Party B shall not hold a
position in any other company operating or releasing outdoor digital
advertisement or shall not provide any consultation thereto, and shall not
self operate or operate with others for the business mentioned above.
6.6 Party B agrees that once Party B is in breach of the non-competition
provision above, Party A shall be entitled to request compensation from
Party B, such compensation shall be twice of the annual receivables of
Party B from Party A as the liquidated damages for such breach.
6.7 Party B hereby confirms that the compensation for the non-competition is
included in the remuneration paid by Party A, and such amount is
sufficient. Regardless the above stipulation, Party B still agrees that,
if the governing Court or the Arbitration Tribunal holds that the
compensation for non-competition shall be increased for the execution of
such undertakings, Party A shall have the discretion to increase such
compensation within reasonable period since the judgment.
6.8 If, at any time of enforcement of this Article of this Agreement, a court
or an arbitrator holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree
that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area
and that the court or the arbitrator shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area.
ARTICLE 7 TRAINING
Party A shall provide Party B with training when it believes necessary. Party A
shall provide or pay for the designated training program, the Parties shall
execute a Training Agreement for the consensus of such training; such agreement
shall constitute an inseparable part of this Agreement or its consequential
agreement.
ARTICLE 8 HOLIDAY
8.1 Party B is entitled to take break at every breaking days of every week
(Saturday and Sunday) and at other public holiday.
8.3 Party B is entitled to enjoy such holiday with salary during the term of
this Agreement.
8.3 Party B shall provide proof of the ill condition and period of sick leave
issued by medical profession or institution for its sick leave.
ARTICLE 9 REMUNERATION, SOCIAL WELFARE AND COMMISSION
9.1 During the term of employment, Party A shall pay the Party B salary before
tax ("SALARY"). The monthly salary for Party B is RMB[ ].
9.2 Party A shall provide fund and medical insurance and other welfare. Party
A shall deduct the amount of social welfare which shall be paid by
individual on behalf of Party B from its salary.
9.3 When sick, Party B can submit the relevant expense to Party A by valid
invoice issued by the hospital.
9.4 Unless otherwise permitted by the applicable written policy and procedure
of Party A, Party B or any of its lineal relatives shall not be entitled
to directly or indirectly receive or obtain any discount, sales commission
or commission during the execution of any sale or trade of Party A or its
subsidiaries or affiliates or as the agent of Party A or its subsidiaries
or affiliates. If Party B or any of its lineal relatives( or any entity or
company in which Party B or any of its lineal relatives hold interest)
obtain any discount, sales commission or commission, Party B shall pay
Party A with the amount equivalent to the amount obtained by Party B(or
the amount in the proportion of the respective amount obtained by Party B
and its lineal relatives in the amount obtained by such entity or
company).
ARTICLE 10 ALTERATION AND TERMINATION
10.1 If the circumstances change so as to materially influence the performance
of the Agreement, the Parties can alter this Agreement through
consultation and consensus.
10.2 Party A shall terminate the Agreement provided that:
(1) Party B can not meet the employment requirement during the probation
period in accordance with the decision of Party A;
(2) Due to sickness or non-working-related injury, Party B can not
continue to work after the expiration of the sick leave stipulated
in the Labor Regulation;
(3) Parties can not perform their obligations under this Agreement due
to the material change of the circumstances and Parties can not
reach consensus in respect of the stipulations and the conditions of
the Agreement.
10.3 If Party A terminates the Agreement pursuant to section (2) and (3) of
Article 10.2, Party A shall give written one (1) months' prior notice to
Party B or pay Party B with one(1) months' salary instead of such notice.
10.4 Party A shall terminate the Agreement, if Party B:
(1) deceit during the course of job-hunting;
(2) without the consent of Party A, remove the assets of Party A or
steal commercial and technology information contained in the
confidential clause;
(3) lead to material loss of Party A regardless of intentionally or
negligently;
(4) materially violate the employee manual or other regulations;
(5) possess, steal or remove the assets of Party A or other employees;
(6) provide service to other employer without the permission from Party
A;
(7) disclose or reveal any technology, documents or exclusive
information of Party A to any other person or entity;
(8) materially violate the stipulation of this Agreement.
If Party B is dismissed by virtue of the reasons above, Party A shall not
pay Party B with any compensation.
10.5 If Party B intents to terminate the Agreement with reasonable ground, it
shall make written notice to Party A at less one (1) month in advance for
such termination, or pay Party A with one(1) months' salary instead of
such notice.
10.6 The Agreement shall terminate at once, if: (a) Party B is under custody or
liable for criminal liability; or (b) Party A is no long in operation.
ARTICLE 11 COMPENSATION AND REIMBURSEMENT
11.1 If Party A suffers loss by virtue of Party B's violation of this
Agreement, or violating this Agreement in respect of intellectual property
right and/or documents and/or the discipline of Party A, Party B shall
indemnify for and against all the losses suffered by Party A.
11.2 If Party B terminates the Agreement, Party B shall repay Party A for the
expenses incurred as stipulated in the Training Agreement (if any) and
recruitment expenses.
ARTICLE 12 DISPUTE SETTLEMENT
12.1 Any dispute arising out of or relating to this Agreement shall be resolved
through consultation. If the dispute cannot be resolved, the dispute shall
be submitted to local arbitration commission in the place where Party A is
located. If either Party does not accept the arbitration result, it may
bring a lawsuit to the People's Court for Shanghai. Unless otherwise held
by the arbitration, the losing party in the arbitration shall bear all the
expenses in the arbitration and litigation fees incurred thereafter.
ARTICLE 13 MISCELLANEOUS
13.1 The Employee Manual is the discipline of the employee which shall be
complied with and shall be a part of the Agreement.
13.2 If any Article in the Agreement is conflict with the Labor Regulation, the
Article shall be void. The effect of the Agreement, however, shall not be
influenced by such Article.
13.3 The Agreement shall be taken into effective upon execution.
13.4 Other Article not included in the Agreement shall be resolved by Parties
through consultation in accordance with Labor Regulations.
The Agreement is prepared in two (2) copies with same effect; each party holds
one (1) copy.
This Agreement is executed on [ ] 2005 by Parties.
Party A: [ ] CO., LTD
Authorized Representative:
Party B: [ ]
Signature:
EXHIBIT G
FORM OF ESCROW AGREEMENT
AMENDMENT TO SHARE PURCHASE AGREEMENT
AND WAIVER OF ESCROW PROVISIONS THEREIN
This AMENDMENT TO THE SHARE PURCHASE AGREEMENT AND WAIVER OF ESCROW
PROVISIONS THEREIN (this "Amendment"), dated as of December 8, 2005, among TOTAL
TEAM INVESTMENTS LIMITED, an international business company incorporated in the
British Virgin Islands ("NewCo" or "Seller"), INFOACHIEVE LIMITED, an
international business company incorporated in the British Virgin Islands
("InfoAchieve" or the "Company"), the several shareholders of NewCo set forth on
Schedule 1.1A to the SPA (as defined below) (the "Management Shareholders"), the
other shareholders of NewCo set forth on Schedule 1.1B to the SPA (the
"Non-Management Shareholders", and together with the Management Shareholders,
the "NewCo Shareholders"; and the Management Shareholders and NewCo are
hereinafter referred to as the "Seller Parties") and FOCUS MEDIA HOLDING
LIMITED, a company organized under the laws of the Cayman Islands ("Focus Media"
or "Buyer").
WHEREAS the Company, the Seller Parties, the Non-Management
Shareholdersand Buyer entered into a Share Purchase Agreement, dated as of
October 15, 2005 (the "SPA");
WHEREAS Section 2.2(a)(ii)(B) of the SPA contemplates the execution of
an Escrow Agreement, appointment of an Escrow Agent and transfer of the Company
Share Documents to such Escrow Agent in connection with the First Closing (the
"Escrow Arrangements");
WHEREAS, the parties to the SPA consider the Escrow Arrangements to be
unnecessary for the completion of the payment and transfer mechanics in
connection with the First Closing and therefore agree that transfer of the
Company Share Documents shall be made directly from Seller to Buyer.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the SPA.
NOW, THEREFORE, with reference to Sections 10.5 and 10.7 of the SPA
and in consideration of the premises and the representations, and agreements
herein contained and intending to be legally bound hereby, the parties hereto
hereby agree to amend the SPA and to waive certain terms and conditions
contained therein as follows:
1. Section 2.2(a)(ii)(B) of the SPA shall be amended to read as
follows:
"(B) transfer to BUYER share certificates (or local legal equivalent) evidencing
the Shares to be sold by Seller duly endorsed in blank, or accompanied by stock
powers duly executed in blank and with any required stock transfer tax stamps
affixed and all necessary documents, duly executed where so required, ALL DATED
AS OF A DATE NO EARLIER THAN DECEMBER 15, 2005 (collectively, the "Company Share
Documents"), to enable title in all the Shares to pass fully and effectively
into the name of BUYER AS OF JANUARY 1, 2006."
2. The definitions of "Escrow Agent" and "Escrow Agreement" set forth
in Section 1.1 of the SPA are hereby deleted in their entirety.
3. Exhibit G to the SPA is hereby deleted in its entirety.
4. The Escrow Agreement is hereby deleted from Schedule 1.2 to the
SPA.
5. Each party hereto hereby waive its rights to any benefit to which
such party may have been entitled as a result of the Escrow Arrangements.
6. Except as expressly set forth in this Amendment, the SPA shall
remain unmodified and in full force and effect, and the SPA as modified hereby
is hereby ratified and confirmed.
7. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
8. This Amendment may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
ARTICLE XV IN WITNESS WHEREOF, EACH OF THE UNDERSIGNED HAS CAUSED
THIS AMENDMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE
FIRST ABOVE WRITTEN.
TOTAL TEAM INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
INFOACHIEVE LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
DUKELAND INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
ALL IN ONE INTERNATIONAL LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
IDG TECHNOLOGY VENTURE INVESTMENTS
FUND II, LP
By: /s/ Gongquan Wang
------------------------------------
Name: Gongquan Wang
Title: Authorized Signatory
FIRST CHOICE INVESTMENT GROUP LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
XXX ON INVESTMENTS LIMITED
By: /s/ Xxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxx Xxx (Chinese Character)
Title: Authorized Signatory
TIMELEADER PROFITS LIMITED
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx (Chinese Character)
Title: Authorized Signatory
YUFAI INVESTMENTS LIMITED
By: /s/ Xxxx Xxx
------------------------------------
Name: Xxxx Xxx (Chinese Character)
Title: Authorized Signatory
FOCUS MEDIA HOLDING LIMITED
By: /s/ Nachun Jiang
------------------------------------
Name: Xxxxxxx Xxxxx (Chinese Character)
Title: Authorized Signatory
SUPPLEMENT TO SHARE PURCHASE AGREEMENT
This SUPPLEMENT TO THE SHARE PURCHASE AGREEMENT (this "Supplement"),
dated as of December 9, 2005, among TOTAL TEAM INVESTMENTS LIMITED, an
international business company incorporated in the British Virgin Islands
("NewCo" or "Seller"), INFOACHIEVE LIMITED, an international business company
incorporated in the British Virgin Islands ("InfoAchieve" or the "Company"), the
several shareholders of NewCo set forth on Schedule 1.1A to the SPA (as defined
below) (the "Management Shareholders"), the other shareholders of NewCo set
forth on Schedule 1.1B to the SPA (the "Non-Management Shareholders", and
together with the Management Shareholders, the "NewCo Shareholders"; and the
Management Shareholders and NewCo are hereinafter referred to as the "Seller
Parties") and FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of
the Cayman Islands ("Focus Media" or "Buyer").
WHEREAS the Company, the Seller Parties, the Non-Management
Shareholders and Buyer entered into a Share Purchase Agreement, dated as of
October 15, 2005 (the "SPA") and an Amendment to the SPA, dated as of December
9, 2005;
WHEREAS the legal opinion of PRC counsel provided to Buyer pursuant to
Section 7.19 of the SPA (the "PRC Opinion") contains a qualification to the
effect that Shanghai Framedia Investment Consulting Co., Ltd. (the "WFOE") was
not duly established (the "First Qualification");
WHEREAS Section 7.7 of the SPA required the execution of certain
Control Agreements and the transfer of the equity interest in certain companies,
including Shanghai New Structure Advertisement Co., Ltd., Guangzhou Shiji
Shenghuo Advertisement Co., Ltd. and Shanghai Framedia Advertisement Co., Ltd.,
to the control of the Buyer (the "PRC Equity Transfers");
WHEREAS the PRC Equity Transfers were not completed as of the date of
this Supplement because registration of the PRC Equity Transfers with the State
Administration for Industry and Commerce of the PRC was not completed (the "SAIC
Registration");
WHEREAS the PRC Opinion contains a further qualification to the effect
that certain of the Control Agreements are not currently enforceable (the
"Second Qualification"); and
WHEREAS Section 2.2 of the SPA, as amended, requires Seller to effect
the transfer of its equity interest in Infoachieve to Buyer as of January 1,
2006 (the "BVI Equity Transfer") and the BVI Equity Transfer cannot be filed
with the relevant authorities of the British Virgin Islands prior to January 1,
2006.
The issuance of the PRC Opinion without the First Qualification or
Second Qualification, the completion of the SAIC Registration, and the
completion of the PRC Equity Transfers and the BVI Equity Transfer are
collectively referred to as the "Unfulfilled Conditions". Capitalized terms not
otherwise defined herein shall have the meanings set forth in the SPA.
NOW, THEREFORE, with reference to Sections 10.5 of the SPA and in
consideration of the premises and the representations, and agreements herein
contained and intending to be legally bound hereby, the parties hereto hereby
agree to supplement the SPA and certain terms and conditions contained therein
as follows:
1. Notwithstanding the existence of the Unfulfilled Conditions, Buyer
agrees to pay the Cash Consideration of US$39.6 million to Seller in two
installments of US$20.0 million on December 9, 2005 and US$19.6 million on
December 12, 2005, respectively, subject to the condition set forth in paragraph
2 below.
2. If any one of the Unfulfilled Conditions has not been completed as
of January 1, 2006, the Seller Parties and the Non-Management Shareholders agree
that Seller shall refund the Cash Consideration in full to Buyer with two
Business Days and shall forfeit any right to the Cash Consideration under the
SPA.
3. Except as expressly set forth in this Amendment, the SPA shall
remain unmodified and in full force and effect, and the SPA as modified hereby
is hereby ratified and confirmed.
4. This Supplement shall be governed by and construed in accordance
with the laws of the State of New York.
5. This Supplement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
ARTICLE XVI IN WITNESS WHEREOF, EACH OF THE UNDERSIGNED HAS CAUSED
THIS SUPPLEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE
FIRST ABOVE WRITTEN.
TOTAL TEAM INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
INFOACHIEVE LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
DUKELAND INVESTMENTS LIMITED
ALL IN ONE INTERNATIONAL LIMITED
IDG TECHNOLOGY VENTURE INVESTMENTS
FIRST CHOICE INVESTMENT GROUP LIMITED
FUND II, XX
XXX ON INVESTMENTS LIMITED
TIMELEADER PROFITS LIMITED
YUFAI INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Attorney-in-fact for each of the
NewCo Shareholders named above
FOCUS MEDIA HOLDING LIMITED
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx (Chinese Character)
Title: Authorized Signatory
AMENDMENT TO SHARE PURCHASE AGREEMENT
This AMMENDMENT TO THE SHARE PURCHASE AGREEMENT (this "Supplement"),
dated as of December 12, 2005, among TOTAL TEAM INVESTMENTS LIMITED, an
international business company incorporated in the British Virgin Islands
("NewCo" or "Seller"), INFOACHIEVE LIMITED, an international business company
incorporated in the British Virgin Islands ("InfoAchieve" or the "Company"), the
several shareholders of NewCo set forth on Schedule 1.1A to the SPA (as defined
below) (the "Management Shareholders"), the other shareholders of NewCo set
forth on Schedule 1.1B to the SPA (the "Non-Management Shareholders"), the
Acquired Business Shareholders set forth in Schedule 1.1C to the SPA (the
"Acquired Business Shareholders", and together with the Management Shareholders,
and the Non-Management Shareholders, the "NewCo Shareholders"; and the
Management Shareholders and NewCo are hereinafter referred to as the "Seller
Parties") and FOCUS MEDIA HOLDING LIMITED, a company organized under the laws of
the Cayman Islands ("Focus Media" or "Buyer").
WHEREAS Seller, the Seller Parties and Buyer entered into a Share
Purchase Agreement, dated as of October 15, 2005 (the "SPA");
WHEREAS, on or after January 1, 2006, Focus Media expects to enter
into agreements to acquire (the "E-Times Acquisition") the assets and business
of Shenzhen E-Times Advertisement Company Ltd. ("E-Times"), which operates a
business that is competitive with and substantially similar to the business
operated by InfoAchieve;
WHEREAS, following the acquisition by Focus Media of E-Times, Focus
Media will transfer the assets and business of E-Times to InfoAchieve so that
E-Times' business will be operated by and consolidated with InfoAchieve (the
"Transfer");
WHEREAS the parties hereto understand that the Transfer will result in
significantly increased revenues and net profits for InfoAchieve in 2006 and
will otherwise affect the financial condition and operations of InfoAchive,
including in ways that will affect the assumptions, agreements and metrics
contained in the SPA.
NOW, THEREFORE, in consideration of the premises and the
representations, and agreements herein contained and intending to be legally
bound hereby, the parties hereto hereby agree to amend the SPA as follows:
1. The definition of 2006 Audited Annual Net Income in Section 1.1 SPA
is amended to read as follows:
""2006 Audited Annual Net Income" means InfoAchieve's audited net
income as defined under U.S. GAAP for the twelve-month period starting from
January 1, 2006 and ending December 31, 2006 as set forth in the 2006 Audited
Financial Statements plus the sum of all amounts deducted in arriving at such
audited net income to make provision for goodwill impairment and/or equity
compensation expenses, LESS RMB 8,000,000."
2. Except as expressly set forth in this Amendment, the SPA shall
remain unmodified and in full force and effect, and the SPA as modified hereby
is hereby ratified and confirmed.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
4. This Amendment may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
ARTICLE XVII IN WITNESS WHEREOF, EACH OF THE UNDERSIGNED HAS
CAUSED THIS AMENDMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE
FIRST ABOVE WRITTEN.
TOTAL TEAM INVESTMENTS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
INFOACHIEVE LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Title: Authorized Signatory
DUKELAND INVESTMENTS LIMITED
ALL IN ONE INTERNATIONAL LIMITED
IDG TECHNOLOGY VENTURE INVESTMENTS
FIRST CHOICE INVESTMENT GROUP LIMITED
FUND II, XX
XXX ON INVESTMENTS LIMITED
TIMELEADER PROFITS LIMITED
YUFAI INVESTMENTS LIMITED
BE FIRST INVESTMENTS LIMITED
NICE EXCEL INVESTMENTS LIMITED
SPARKLE MEDIA LIMITED
EXCELLENT CHINA (GROUP) LIMITED
RED FOCUS INC.
BEST STAR PROFITS LIMITED
By: /s/ Xxx Xxx
------------------------------------
Name: Xxx Xxx (Chinese Character)
Attorney-in-fact for each of the
NewCo Shareholders named above
FOCUS MEDIA HOLDING LIMITED
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx (Chinese Character)
Title: Authorized Signatory
