Agreement on Aftermath of the Cooperation
Exhibit 4.23
Party A: Tianjin TV Satellite Channel (Tianjin Satellite TV)
Party B: Shanghai Langyi Advertising Co., Ltd. (Shanghai Langyi)
WHEREAS
1: Since the Parties concluded “Advertisement Operation Contract”, “Supplementary Contract I” and
“Supplementary Contract II” on the 20th day of November, 2007, the Parties have been
cooperating well on the principle of good faith despite of occurrence of many force majeure events.
2: In consideration of the Parties’ attitude, the cooperation between the Parties terminated, and
thereafter the Parties proactively coordinated with each other in the transition and handover of
their respective work, protecting the advertising customers’ interests to the greatest extent.
3: In January 2009, the respective representatives of the Parties met in Beijing and Tianjin for
several times to conduct an effective discussion on the matters about the aftermath of their
cooperation. Although both Parties have submitted arbitration application to China International
Economic and Trade Arbitration Committee (Case No. DX20080557), the Parties believe it is best to
resolve their current dispute and indifference through settlement.
NOW THEREFORE, Tianjin Satellite TV and Shanghai Langyi, through amicable negotiation on the
matters about the aftermath of their cooperation in advertising operation, have reached the
following agreement for them to abide by:
Article 1: The Parties agree that “Advertisement Operation Contract”, “Supplementary Contract I”
and “Supplementary Contract II” concluded between them have terminated, and Tianjin Satellite TV
will refund Shanghai Langyi the deposit for performance of contract in an amount of RMB twenty
million Yuan only (RMB 20,000,000).
Article 2: The Parties agree that the tenth month of 2008 will be the financial settlement month.
Upon completion of checking the account receivables and account payables, amount which the
advertisement customers directly paid to Tianjin Satellite TV as well as all the payments involved
during the term of “Advertisement Operation Contract”, “Supplementary Contract I” and
“Supplementary Contract II” and in the process of the cooperation between the Parties, Tianjin
Satellite TV shall refund Shanghai Langyi the final settlement amount totaling RMB two million Yuan
(RMB 2,000,000).
Article 3: The payment as indicated in Article 1 and 2 in an amount of RMB twenty two million Yuan
(RMB 22,000,000) will be made in two installments. Shanghai Langyi shall, within four (4) working
days from the date of effectiveness of this agreement, submit to China International Economic and
Trade Arbitration Committee an application for withdrawal of all of its arbitration claims and the
case. (Case No. DX20080557). Tianjin Satellite TV shall, within five (5) working days from the date
of the effectiveness of this agreement, make down payment equivalent to fifty percent of the total
amount as indicated in Article 1 and 2, that is RMB eleven million Yuan (¥ 11,000,000). Within five
(5) working days upon approval of Shanghai Langyi’s application for withdrawal of all of its
requests and the case, Tianjin Satellite TV will make balance payment in an amount of RMB eleven
million Yuan (RMB 11,000,000). Upon receipt of the full payment, Shanghai Langyi shall return
Tianjin Satellite TV the corresponding original invoice.
Article 4: After full payment in an amount of RMB twenty two million Yuan as described in Article 1
and 2 has been made, Neither party shall, submit arbitration application to China International
Economic and Trade Arbitration Committee or other authority with regard to any withdrawn
arbitration claim and the case, or with the cooperation matters as indicated in “Advertisement
Operation Contract”, “Supplementary Contract I” as well as “Supplementary Contract II”.
Article 5: After full payment in an amount of RMB twenty two million Yuan as described in Article 1
and 2 has been made, neither party shall claim any expense or economic legal liability against the
other party in respect of all matters involved in “ Advertisement Operation Contract”,
“Supplementary Contract I” as well as “Supplementary Contract II”, all matters involved in this
cooperation project for advertising operation as well as any expense incurred in the process of
submission to arbitration or settlement, nor have other dispute matters unresolved except those as
stipulated in Article 6,7 and 8.
Article 6: Shanghai Langyi has not collected outstanding payment incurred by the advertisement
customers in October, 2008 in an amount of RMB four million four hundred and forty thousand Yuan
only. For detail, see this list of outstanding payment incurred by the advertisement customers in
October, 2008). Since Shanghai Langyi will carry out TV media advertisement business no longer, in
consideration of good cooperation between the Parties, the Parties agree that Tianjin Satellite TV
will collect this outstanding payment on behalf of Shanghai Langyi. Shanghai Langyi agrees that, if
Tianjin Satellite TV has collected the outstanding payment in an accumulated amount of RMB two
million Yuan (RMB 2,000,000), it shall be deemed to have completed the task.
Article 7: Tianjin Satellite TV shall make a payment to Shanghai Langyi of the outstanding
payment collected of RMB two million Yuan on behalf of Shanghai Langyi no later than April 30,
2009. For financial convenience, Tianjin Satellite TV may require the advertisement customers to
pay the outstanding payment to Shanghai Langyi’s account. Before April 30, 2009, if the amount of
such outstanding payment collected is less than RMB two million Yuan, Tianjin Satellite TV shall
make lump sum payment of the difference in cash to Shanghai Langyi and all the credits with regard
to such outstanding payment shall go to Tianjin Satellite TV. If the amount of such outstanding
payment collected exceeds RMB two million Yuan, the excess shall go to Tianjin Satellite TV. Any
dispute arising out of Article 6, this Article and Article 8 shall be submitted to China
International Economic and Trade Arbitration Committee for arbitration, to take place in Beijing.
Article 8: Within reasonable limit, Shanghai Langyi shall give proactive coordination to Tianjin
Satellite TV in collecting of .outstanding payment.
Article 9: Where Tianjin Satellite TV makes the first down payment in an amount of RMB eleven
million Yuan in arrears for more than ten calendar days after Shanghai Langyi has submitted an
application for withdrawal of all the arbitration claims and the case, all the provisions of this
agreement shall automatically become null and shall void and binding upon the parties no longer. In
that case, Shanghai Langyi will be entitled to withdraw the above application or to re-submit an
arbitration application to the China International Economic and Trade Arbitration Committee which
will continue to conduct the arbitration in Beijing with regard to the related cooperation matters
as indicated in “Advertisement Operation Contract”, “Supplementary Contract I” as well as
“Supplementary Contract II”. If Shanghai Langyi fails to submit an application for withdrawal of
all the arbitration claims and the case (Case No. DX20080557) and obtains an approval hereof before
March 5,2009 for the reason attributable to itself, all the provisions of this agreement shall
automatically become null and shall void and binding upon the parties no longer. In that case,
Shanghai Langyi shall immediately refund RMB eleven million Yuan paid by Tianjin Satellite TV.
Where Tianjin Satellite TV makes the second down payment in an amount of RMB eleven million Yuan in
arrears for more than ten calendar days after Shanghai Langyi has submitted an application for
withdrawal of all the arbitration claims and the case and obtained an approval hereof, all the
provisions of this agreement shall automatically become null and shall void and binding upon the
parties no longer. In that case, Shanghai Langyi will be entitled to withdraw the above application
or to re-submit an arbitration application to the China International Economic and Trade
Arbitration Committee which will continue to conduct the arbitration in Beijing with regard to the
related cooperation matters as indicated in “Advertisement Operation Contract”, “Supplementary
Contract I” as well as “Supplementary Contract II”.
Article 10: This agreement will come into effect from the date when the Parties affix their
respective seal hereunto. This agreement is made in four copies and each party will hold two
copies. The appendix hereto and this agreement are equally authentic.
Party A: Tianjin TV Satellite Channel (Tianjin Satellite TV)
Authorized representative: Sealed
Date: Feb. 4, 2009
Party B: Shanghai Langyi Advertising Co., Ltd. (Shanghai Langyi)
Authorized representative: Sealed
Date: Feb. 4, 2009
List of Outstanding Payment Incurred by the Advertisement Customers in October, 2008
| Account | ||||||||||||||||||
| Amount | Receivable | |||||||||||||||||
| Collectable in | in | Amount | Outstanding | |||||||||||||||
| Customer Name | Brand | October | October | Collected | Amount | |||||||||||||
Chongqing Quanzhong culture &
communication Co., Ltd.
|
Sinotruck | 28,800 | 28,800 | 0 | 28,800 | |||||||||||||
Chuangzhi Xxxxxxxxx Xxxx Advertising
Company
|
Tongjitang | 46,000 | 46,000 | 0 | 46,000 | |||||||||||||
Chuangzhi Xxxxxxxxx Xxxx Advertising
Company
|
Kuaike | 42,346 | 42,346 | 0 | 42,346 | |||||||||||||
Beijing Wuzhoushijie Advertising
Co., Ltd.
|
Longjia Anti-theft Door | 50,000 | 50,000 | 50,000 | 0 | |||||||||||||
Beijing Boming Shitong Advertising
Co., Ltd.
|
Jiangzhong Pharmaceutical | 1,085,000 | 1,085,000 | 0 | 1,085,000 | |||||||||||||
Tianjin Oriental Bosheng Advertising
Co., Ltd.
|
Taida Cardiology Hospital | 60,000 | 60,000 | 60,000 | 0 | |||||||||||||
Jilin Longdayuan Advertising Co.,
Ltd.
|
Sanjing Series | 458,333 | 458,333 | 0 | 458,333 | |||||||||||||
Tianjin Runzhu Advertising Co., Ltd.
|
Snow Beer | 18,792 | 18,792 | 0 | 18,792 | |||||||||||||
Shanghai Tanggong Advertising Co.,
Ltd.
|
Sensky | 341,000 | 341,000 | 0 | 341,000 | |||||||||||||
| Account | ||||||||||||||||||
| Amount | Receivable | |||||||||||||||||
| Collectable in | in | Amount | Outstanding | |||||||||||||||
| Customer Name | Brand | October | October | Collected | Amount | |||||||||||||
Business Online (Beijing) Network
Technology Co., Ltd.
|
00.xxx | 150,000 | 150,000 | 150,000 | 0 | |||||||||||||
Nanjing Hutong Advertising Co., Ltd.
|
Duomeizi | 83,436 | 83,436 | 0 | 83,436 | |||||||||||||
Beijing Longsheng Tianxi Advertising
Co., Ltd.
|
Naier Socks | 100,000 | 100,000 | 0 | 100,000 | |||||||||||||
Beijing Ruicheng Advertising Co.,
Ltd.
|
Dapai Box and Case | 60,000 | 60,000 | 60,000 | 0 | |||||||||||||
Guangzhou Liti Advertising Co., Ltd.
|
Vantage Cooking Stove | 97,728 | 97,728 | 0 | 97,728 | |||||||||||||
Taiji Group
|
Jizhi Syrup | 78,000 | 78,000 | 0 | 78,000 | |||||||||||||
Shanghai Tanggong Advertising Co.,
Ltd.
|
Sina | 139,600 | 139,600 | 0 | 139,600 | |||||||||||||
Tianjin Golden Shengyuan Advertising
Co., Ltd.
|
Shulei | 30,240 | 30,240 | 30,240 | 0 | |||||||||||||
Beijing Huide Xinchuang
Communication Advertising Co., Ltd.
|
SP Flash | 84,000 | 84,000 | 84,000 | 0 | |||||||||||||
Tianjin Fenghua Advertising Co., Ltd.
|
Xxxx Steel Pipe | 9,964 | 9,964 | 9,964 | 0 | |||||||||||||
Tianjin Donglai Advertising Co., Ltd.
|
Beijing vitiligo Hospital | 134,333 | 134,333 | 0 | 134,333 | |||||||||||||
Jiangxi Haozhong Communication
Advertising Co., Ltd.
|
Renhe | 500,000 | 500,000 | 0 | 500,000 | |||||||||||||
| Account | ||||||||||||||||||
| Amount | Receivable | |||||||||||||||||
| Collectable in | in | Amount | Outstanding | |||||||||||||||
| Customer Name | Brand | October | October | Collected | Amount | |||||||||||||
Bolaiya Cosmetics Co., Ltd.
|
Bolaiya | 274,560 | 274,560 | 274,560 | 0 | |||||||||||||
Shanghai Diecuishi commerce Co., Ltd.
|
DHC | 260,400 | 260,400 | 260,400 | 0 | |||||||||||||
Guangzhou Hantian Advertising Co.,
Ltd.
|
American Standard | 652,850 | 652,850 | 0 | 652,850 | |||||||||||||
Tianjin Donglai Advertising Co., Ltd.
|
Huayu Education | 133,300 | 133,300 | 0 | 133,300 | |||||||||||||
Tianjin Longchuan Advertising
Development Co., Ltd.
|
Jiadebao | 8,750 | 8,750 | 8,750 | 0 | |||||||||||||
Beijing Ruicheng Advertising Co.,
Ltd.
|
Zixin Pharmaceutical | 500,000 | 500,000 | 0 | 500,000 | |||||||||||||
Total
|
5,967,432 | 1,527,914 | 4,439,518 | |||||||||||||||
The Parties have confirmed the above information is correct.
Party A: Tianjin TV Satellite Channel
Authorized representative:
Date: Feb. 4, 2009
Party B: Shanghai Langyi Advertising Co., Ltd.
Authorized representative:
Date: Feb. 4, 2009
