UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): June 26, 2009

EMAZING INTERACTIVE, INC.
(Exact name of registrant as specified in charter)

Nevada
(State or other jurisdiction of incorporation)
333-138111
(Commission File Number)	20-4672080
(IRS Employer Identification No.)	

No.3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195
(Address of principal executive offices and zip code)
 
+86-10-51600828
(Registrant’s telephone number, including area code)

101 C North Greenville, Suite 255, Allen, Texas 75002
(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o           Written communications pursuant to Rule 425 under the Securities Act (17  CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
The statements contained in this Form 8-K that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the Registrant’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Registrant believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Registrant’s current expectations and are subject to certain risks, uncertainties and assumptions. The Registrant’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Registrant on the date hereof, and the Registrant assumes no obligation to update any such forward-looking statements.
 
Item 1.01 Entry into a Material Definitive Agreement

On June 26, 2009 (the “Closing Date”), Emazing Interactive, Inc., (the "Registrant") entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Net Online Media Group Limited, a company organized under the laws of British Virgin Islands (“China Net”), (ii) China Net’s shareholders, Allglad Limited, a British Virgin Islands company (“Allglad”), Growgain Limited, a British Virgin Islands company ("Growgain"), Rise King Investments Limited, a British Virgin Islands company (“Rise King BVI”), Star (China) Holdings Limited, a British Virgin Islands company (“Star”), Surplus Elegant Investment Limited, a British Virgin Islands company (“Surplus”), Clear Jolly Holdings Limited, a British Virgin Islands company (“Clear” and together with Allglad, Growgain, Rise King BVI, Star and Surplus, the “China Net Shareholders”), who together owned shares constituting 100% of the issued and outstanding ordinary shares of China Net (the “China Net Shares”) and (iii) G. Edward Hancock, the principal stockholder of the Registrant. Pursuant to the terms of the Exchange Agreement, the China Net Shareholders transferred to us all of the China Net Shares in exchange for the issuance of 13,790,800 shares (the “Shares”) of our common stock (the “Share Exchange’).  As a result of the Share Exchange, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, is engaged in providing advertising, marketing and communication services to small and medium companies in China.

Immediately prior to the Share Exchange, we cancelled and retired 4,400,000 shares of our issued and outstanding common stock (the “Cancelled Shares”) (reducing our issued and outstanding shares to 1,383,500), and issued 600,000 shares of our common stock in the aggregate to certain third parties in consideration for services rendered (resulting in 1,983,500 shares of issued and outstanding common stock immediately prior to the Share Exchange).  A cash amount of $300,000, previously deposited by us into an escrow account pursuant to the Escrow Agreement attached hereto as Exhibit 2.2 was paid to Edward Hancock, our former majority shareholder and owner of the Cancelled Shares, as consideration for cancelling the Cancelled Shares in connection with the Share Exchange.  As a result of the cancellation of the Cancelled Shares, the share issuance described above, and the Share Exchange, we had 15,774,300 shares issued and outstanding following the Share Exchange.

Pursuant to the terms of the Exchange Agreement, we agreed to change our corporate name to “China Net Online Holdings, Inc.”  We expect the name change to occur on or before July 30, 2009.

In connection with the Share Exchange, we entered into a Registration Rights Agreement dated June 26, 2009 by and among the Registrant and certain of our stockholders signatory thereto.  Pursuant to the Registration Rights Agreement, we agreed to provide those stockholders signatory thereto, for a 90-day period from the date of signing, piggyback registration rights under the Securities Act of 1933, as amended, on a portion of their shares.  In the event that we do not file such registration statement within the 90-day period, the stockholders holding a majority of the securities registrable under the Registration Rights Agreement will have a demand registration right. There are no other penalties or liquidated damages (in securities of the Registrant, cash or otherwise) as a result of the Registrant not successfully filing a registration statement within the 90-day period or pursuant to the terms of the demand.

Copies of the Exchange Agreement, the Escrow Agreement and the Registration Rights Agreement are incorporated by reference and are filed as Exhibits 2.1, 2.2 and 4.1, respectively, of this Form 8-K. The description of the transactions contemplated by the Exchange Agreement, the Escrow Agreement and the Registration Rights Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.
 
Item 2.01	Completion of Acquisition or Disposition of Assets	

On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired all of the China Net Shares in exchange for the issuance of the Shares to the China Net Shareholders resulting in China Net becoming our wholly-owned subsidiary.  As a result, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, is engaged in providing advertising, marketing and communication services to small and medium companies in China.
 
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Business
 
Business Overview
 
We are one of China’s leading full-service media development and advertising platform for the small and medium enterprise (the “SME”) market.  We are a service oriented business that leverages proprietary advertising technology to prepare and publish rich media enabled advertising campaigns for clients on the Internet and on television. Our goal is to strengthen our position as the leading diversified media advertising provider in China.  Our multi-platform advertising network consists of the website www.28.com (“28.com”), our Internet advertising portal, China-Net TV, our TV production and advertising unit, and our newly launched bank kiosk advertising unit, which is primarily used as an advertising platform for clients in the financial services industry.  Using proprietary technology, we provide additional services as a lead generator.  We also have pursued a strategy as a re-seller of Internet and television advertising space that we purchase in bulk.
 
We provide services to over 500 clients, principally comprised of SMEs, in a variety of industries.  Our media campaign service consist of both Internet and television advertising, thereby allowing each of our clients maximum advertising exposure.  Through 28.com, companies and entrepreneurs are able to advertise their products, services and business opportunities.  28.com is a tool for our clients featuring lead generation, advanced tracking, search engine optimization, resource scheduling, content management and ad campaign management tools.  It allows our customers to build sales channels and develop relationships directly with sales agents, distributors, resellers and/or franchisees. It also functions as a one-stop destination for end-users seeking new business opportunities.  Through China Net TV, we have in-house television productions and distribution capabilities.  We create and distribute television shows that are typically 10 or 20 minutes in length and broadcast on local television stations. Airtime is purchased in 40 minute blocks which air two to four segments each.  The television shows are comprised of advertisements, similar to infomercials, but include promotions for several clients during the allotted time. We have also commenced production, on a lesser scale, of web video advertisements for clients to be placed on 28.com.
 
In May 2008, we launched our newest business opportunity targeting banking customers.  In cooperation with the China Construction Bank, we placed 200 interactive kiosks in its branches throughout Henan Province.  Each kiosk has an LCD advertising display panel, which provides advertising targeted to bank customers. The kiosk also provides Internet access on a separate screen so that customers can perform basic on-line banking functions.
 
 We derive our revenue principally by:
·  	charging our clients fixed monthly fees to advertise on 28.com;	

·  	charging productions fees for television and web video spots;	

·  	selling advertising time slots on our television shows and bank kiosks;	

·  	reselling Internet space and television space at a discount to the direct cost of any individual space or time slot, but at a mark-up to our cost due to purchase of these items in bulk; and	

·  	collecting fees associated with lead generation.	
 
The five largest industries in terms of revenue in which our advertising clients operate are (1) food and beverage, (2) women accessories, (3) footwear, apparel and garments, (4) home goods and construction materials, and (5)environmental protection equipment.  Advertisers from these industries together accounted for approximately 79% of our revenue in 2008.
 
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Since we commenced our current business operations in 2003, we have experienced significant growth in our network and in our financial results.  We generated total revenues of $21.5 million in 2008 compared to $7.6 million in 2007 and net income of $2.8 million in 2008 compared to a net loss of $0.2 million in 2007. As of the three months ended March 31, 2009, our total revenues increased significantly to US$9.8 million from US$1.5 million for the three months ended March 31, 2008.
 
Corporate Structure
 
Our current corporate structure is set forth below:

 
Company Background
 
We were incorporated in the State of Texas in April 2006 and re-domiciled to become a Nevada corporation in October 2006. From the date of our incorporation until June 26, 2009, when we consummated the Share Exchange, our business development activities were primarily concentrated in web server access and company branding in hosting web based e-games.
 
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 Our wholly owned subsidiary, China Net Online Media Group Limited was incorporated in the British Virgin Islands on August 13, 2007 (“China Net”).  On April 11, 2008, China Net became the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kong company (“China Net HK”), which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) established in the People's Republic of China (“Rise King WFOE”).  We refer to the transactions that resulted in China Net becoming an indirect parent company of Rise King WFOE as the “Offshore Restructuring.” We operate our business in China primarily through Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), Beijing CNET Online Advertising Co., Ltd. (“Beijing CNET Online ”), and Shanghai Borongdingsi Computer Technology Co., Ltd. (“Shanghai Borongdingsi”).  Business Opportunity Online, Beijing CNET Online and Shanghai Borongdingsi, were incorporated on December 8, 2004, January 27, 2003 and August 3, 2005, respectively.  From time to time, we refer to them collectively as the “PRC Operating Entities.”
 
Shanghai Borongdingsi is owned 51% by Beijing CNET Online.  Beijing CNET Online and Shanghai Borongdingsi entered into a cooperation agreement in June 2008, and subsequently a supplementary agreement in December 2008, to conduct e-banking advertisement business. The business is based on an e-banking cooperation agreement between Shanghai Borongdingsi and Henan provincial branch of China Construction Bank which allows Shanghai Borongdingsi or its designated party to conduct indoor advertisement business within the business outlets throughout Henan Province. The e-banking cooperation agreement has a term of eight years starting August 2008. However, Shanghai Borongdingsi was not able to conduct the advertisement as a stand-alone business due to the lack of an advertisement business license and supporting financial resources. Pursuant to the aforementioned cooperation agreements, Beijing CNET Online committed to purchase equipment, and to provide working capital, technical and other related support to Shanghai Borongdingsi.  Beijing CNET Online owns the equipment used in the kiosk business, is entitled to sign contracts in its name on behalf of the business, and holds the right to collect the advertisement revenue generated from the kiosk business exclusively until the recovery of the cost of purchase of the equipment. Thereafter, Beijing CNET Online has agreed to distribute 49% of the succeeding net profit generated from the e-banking advertising business, if any, to the minority shareholders of Shanghai Borongdingsi.
  
Restructuring
 
In October 2008, a restructuring plan was developed (the “Restructuring”).  The Restructuring was accomplished in two steps.  The first step was for Rise King WFOE to acquire control over Business Opportunity Online and Beijing CNET Online (collectively the “PRC Operating Subsidiaries”) by entering into a series of contracts (the “Contractual Agreements”), which enabled Rise King WFOE to operate the business and manage the affairs of the PRC Operating Subsidiaries. Both of the PRC Operating Subsidiaries at that time and currently are owned by Messrs. Handong Cheng, Xuanfu Liu and Ms. Li Sun (the “PRC Shareholders”). Messrs. Cheng and Liu, are now our Chief Executive Officer and Chief Operating Officer, respectively.  After the PRC Restructuring was consummated, the second step was for China Net to enter into and complete a transaction with a U.S. public reporting company, whereby that company would acquire China Net, China Net HK and Rise King WFOE, and control the PRC Operating Subsidiaries (the “China Net Companies”).
 
Legal Structure of the PRC Restructuring
 
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The PRC Restructuring was effected in a manner so as not to violate PRC laws relating to restrictions on foreign ownership of businesses in certain industries in the PRC and the PRC M&A regulations.  
 
The Foreign Investment Industrial Guidance Catalogue jointly issued by the Ministry of Commerce (“MOFCOM”) and the National Development and Reform Commission in 2007 classified various industries/business into three different categories: (i) encouraged for foreign investment, (ii) restricted to foreign investment, and (iii) prohibited from foreign investment.  For any industry/business not covered by any of these three categories, they will be deemed industries/business permitted to have foreign investment.  Except for those expressly provided restrictions, encouraged and permitted industries/business are usually open to foreign investment and ownership.  With regard to those industries/business restricted to or prohibited from foreign investment, there is always a limitation on foreign investment and ownership.  
 
The business of the PRC Operating Subsidiaries falls under the class of a business that provides Internet content or information services, a type of value added telecommunication services, for which restrictions upon foreign ownership apply, which means Rise King WFOE is not allowed to do the business the PRC Operating Subsidiaries companies are currently pursuing.  Advertising business is open to foreign investment but one of the requirements is that the foreign investors of a WFOE shall have been carrying out advertising business for over three years pursuant to the Foreign Investment Advertising Measures as amended by MOFCOM and the State Administration of Industry and Commerce (“SAIC”) on August 22, 2008.  Rise King WFOE is not allowed to engage in the advertising business because its shareholder, China Net HK, does not meet such requirements.  In order to control the business and operations of the PRC Operating Subsidiaries, and consolidate the financial results of the two companies in a manner that does not violate current PRC laws, Rise King WFOE executed the Contractual Agreements with the PRC Shareholders and each of the PRC Operating Subsidiaries. The Contractual Agreements allow us through Rise King WFOE to, among other things, secure significant rights to influence the two companies’ business operations, policies and management, approve all matters requiring shareholder approval, and the right to receive 100% of the income earned by the PRC Operating Subsidiaries.  In return, Rise King WFOE provides consulting services to the PRC Operating Subsidiaries.  In addition, to ensure that the PRC Operating Subsidiaries and the PRC Shareholders perform their obligations under the Contractual Arrangements, the PRC Shareholders have pledged to Rise King WFOE all of their equity interests in the PRC Operating Subsidiaries.  They have also entered into an option agreement with Rise King WFOE which provides that at such time that current restrictions under PRC law on foreign ownership of Chinese companies engaging in the Internet content or information services in China are lifted, Rise King WFOE may exercise its option to purchase the equity interests in the PRC Operating Subsidiaries directly.
 
Each of the PRC Shareholders entered into a share transfer agreement (the “Share Transfer Agreement”) with Mr. Yang Li, the sole shareholder of Rise King BVI, which is a 55% shareholder of China Net. The PRC Shareholders have been granted the incentive options for the contributions that they have made and will continue to make to Rise King BVI. Under the Share Transfer Agreements Mr. Li granted to each of the PRC Shareholders an option to acquire, in the aggregate 10,000 shares of Rise King BVI, representing 100% of the issued and outstanding shares of Rise King BVI, provided that certain financial performance thresholds were met by the China Net.  The Share Transfer Agreement was formalized and entered into on April 28, 2009.  Subject to registering with the State Administration of Foreign Exchange (SAFE) prior to the exercise and issuance of the Option Shares under the Share Transfer Agreements, which is an administrative task,  there is no prohibition under PRC laws for the PRC Shareholders to earn an interest in Rise King BVI after the PRC Restructuring is consummated in compliance with PRC law.  
 
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Pursuant to the Share Transfer Agreement, the Option Shares vest and become exercisable in one-third increments upon the China Net Companies attaining consolidated gross revenue performance targets for fiscal 2009, the six month period ended June 30, 2010 and the six month period ended December 31, 2010 of RMB 100 million, RMB 60 million and RMB 60 million. If the China Net Companies achieve the performance targets the exercise price will be $1.00 per share.  If the targets are not met, the exercise price shall increase to $2.00 per shares.  Therefore, as of February 14, 2011, 100% of the Option Shares will be exercisable.
 
Share Exchange
 
On June 26, 2009, the goal of the Restructuring was realized when we entered into a share exchange agreement with China Net and the China Net Shareholders, pursuant to which we acquired 100% of the equity of the China Net Companies in exchange for the issuance of 13,790,800 shares of our Common Stock to the China Net Shareholders.  As a result of the Share Exchange we are a holding company which, now has operations based in the PRC.  Rise King BVI owns 47.13% of our Common Stock, and together with the other China Net Shareholders owns 87.43% of our Common Stock. Once the PRC Shareholders exercise all of their Options in Rise King BVI, Mr. Handong Cheng, Mr. Xuanfu Liu, and Ms. Li Sun will own approximately 21.68%, 16.97% and 8.48% of Rise King BVI, respectively.
 
Accounting Treatment of the Restructuring.
 
The Restructuring is accounted for as a transaction between entities under common control in a manner similar to pooling of interests, with no adjustment to the historical basis of the assets and liabilities of the PRC Operating Subsidiaries.  The operations of the Entities are consolidated as if the current corporate structure had been in existence throughout the period presented in the audited financial statements. The Restructuring is accounted for in this manner because pursuant to an Entrustment Agreement dated June 5, 2009 (the “Entrustment Agreement”) between Rise King BVI and the PRC Shareholders, Rise King BVI granted to the PRC Shareholders, on a collective basis, managerial control over each of the China Net Companies by delegating to the PRC Shareholders its shareholder rights, including the right to vote, and its rights to designate management of the China Net Company.  The Entrustment Agreement, together with the Contractual Arrangements demonstrate the ability of the PRC Shareholders to continue to control Business Opportunity Online and Beijing CNET Online, which are under our common control.
 
Below is a summary of the material terms of the Contractual Agreements.
 
Exclusive Business Cooperation Agreements
 
Pursuant to Exclusive Business Cooperation Agreements entered into by and between Rise King WFOE and each of the PRC Operating Subsidiaries in October 2008, Rise King WFOE has the exclusive right to provide to the PRC Operating Subsidiaries complete technical support, business support and related consulting services, which include, among other things, technical services, business consultations, equipment or property leasing, marketing consultancy and product research. Each PRC Operating Subsidiary has agreed to pay an annual service fee to Rise King WFOE equal to 100% of its audited total amount of operational income each year.  Each PRC Operating Subsidiary has also agreed to pay a monthly service fee to Rise King WFOE equal to 100% of the net income generated on a monthly basis. The payment and terms of payment are fixed to ensure that Rise King WFOE obtains 100% of the net income for that month, although adjustments may be made upon approval by Rise King WFOE to provide for operational needs. If at year end, after an audit of the financial statements of any PRC Operating Subsidiary, there is determined to be any shortfall in the payment of 100% of the annual net income, such PRC Operating Subsidiary must pay such shortfall to Rise King WFOE. Each agreement has a ten-year term, subject to renewal and early termination in accordance with the terms therein.
 
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Exclusive Option Agreements
 
Under Exclusive Option Agreements entered into by and among Rise King WFOE, each of the PRC Shareholders, dated as of October 8, 2008, each of the PRC Shareholders irrevocably granted to Rise King WFOE or its designated person an exclusive option to purchase, to the extent permitted by PRC law, a portion or all of their respective equity interest in any PRC Operating Subsidiary for a purchase price of RMB 10 or a purchase price to be adjusted to be in compliance with applicable PRC laws and regulations. Rise King WFOE or its designated person has the sole discretion to decide when to exercise the option, whether in part or in full. Each of these agreements has a ten-year term, subject to renewal at the election of Rise King WFOE.
 
Equity Pledge Agreements
 
Under the Equity Pledge Agreements entered into by and among Rise King WFOE, the PRC Operating Subsidiaries and each of the PRC Shareholders, dated as of October 8, 2008, the PRC Shareholders pledge, all of their equity interests in  PRC Operating Subsidiaries to guarantee Beijing CNET Online’s performance of its obligations under the Exclusive Business Cooperation Agreement. If Beijing CNET Online or any of the PRC Shareholders breaches his/her respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default under each such agreement, Rise King WFOE, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The PRC Shareholders of the PRC Operating Subsidiaries agree not to dispose of the pledged equity interests or take any actions that would prejudice Rise King WFOE's interest, and to notify Rise King WFOE of any events or upon receipt of any notices which may affect Rise King WFOE's interest in the pledge. Each of the equity pledge agreements will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been fulfilled.
 
Irrevocable Powers of Attorney
 
The PRC Shareholders have each executed an irrevocable powers of attorney, dated as of October 8, 2008, to appoint Rise King WFOE as their exclusive attorneys-in-fact to vote on their behalf on all PRC Operating Subsidiary matters requiring shareholder approval.  The term of each power of attorney is valid so long as such shareholder is a shareholder of the respective PRC Operating Subsidiary.
 
Cooperation Arrangement Allowing Beijing CNET Online to Acquire Profits of E-banking Advertising Business from Shanghai Borongdingsi

Cooperation Agreement and its Supplementary Agreement
 
Shanghai Borongdonsi is owned 51% by Beijing CNET Online.  Beijing CNET Online and Shanghai Borongdingsi entered into a cooperation agreement in June 2008, followed up with a supplementary agreement in December 2008, to conduct e-banking advertisement business. Pursuant to the cooperation agreements, Beijing CNET Online committed to purchase equipment, and to provide working capital, technical and other related support to Shanghai Borongdingsi.  Beijing CNET Online owns the equipment used in the kiosk business, is entitled to sign contracts in its name on behalf of the business, and holds the right to collect the advertisement revenue generated from the kiosk business exclusively until the recovery of the cost of purchase of the equipment.  Thereafter, Beijing CNET Online has agreed to distribute 49% of the succeeding net profit generated from the e-banking business, if any, to the minority shareholders of Shanghai Borongdingsi.  The cooperation arrangement is valid till December 2010.
 
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Industry and Market Overview

Overview of the Advertising Market in China
 
China has the largest advertising market in Asia, excluding Japan.  According to ZenithOptimedia in 2007, China’s advertising market was the fifth largest in the world by media expenditure, which was approximately $15.4 billion, accounting for 15.6% of the total advertising spending in the Asia-Pacific region.  ZenithOptimedia also projected that the advertising market in China will be one of the fastest growing advertising markets in the world, at a CAGR of 12.8% from 2007 to 2011. By 2011, China is projected to account for 19.6% of the total advertising spending in the Asia-Pacific region.
 
The growth of China’s advertising market is driven by a number of factors, including the rapid and sustained economic growth and increases in disposable income and consumption in China. According to ZenithOptimedia, China was the third largest economy in the world in 2007 in terms of GDP, which amounted to US$3.1 trillion. According to the National Bureau of Statistics of China, the annual disposable income per capita in urban households increased from RMB 13,786 in 2007 to RMB 15,781 in 2008, representing an increase of 14.5%.
 
We believe the advertising market in China has significant potential for future growth due to relatively low levels of advertising spending per capita and as a percentage of GDP compared to more developed countries or regions. The following table sets forth the advertising spending per capita and as a percentage of GDP in 2007 in China compared to more developed countries or regions:
 
 	 	Advertising Spending in 2007	 	
 	 	Per Capita
(US$)	 	 	As a %
of GDP	 	
 	 	 	 	 	 	 	
China	 	$	11.62	 	 	 	0.5	%	
Hong Kong	 	 	438.63	 	 	 	1.5	%	
South Korea	 	 	206.71	 	 	 	1.0	%	
Japan	 	 	320.76	 	 	 	0.9	%	
Asia Pacific (weighted average)	 	 	29.98	 	 	 	0.8	%	
United States	 	 	586.11	 	 	 	1.3	%	
United Kingdom	 	 	419.79	 	 	 	0.9	%	
 Source: ZenithOptimedia (December, 2008)

Overview of the Internet Advertising Industry
 
According to ZenithOptimedia, the Internet is the only advertising medium that is expected to experience an increase in expenditures in 2009.  This growth is expected to stem primarily from the use of search engine, rich media, video and game embedded advertisements. The growth of Internet advertising is expected to be 11.3% in 2010 and 15.3% in 2011, and according to the  iResearch China Merchant Website Research Report, is expected to reach $5.8 billion in 2012.
 
The diagram below depicts annual size & growth of Chinese Internet advertising market from 2001 to 2012:
 
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High Demand for the Internet Advertising in China
 
We believe that the Internet advertising market in China also has significant potential for future growth due to high demand from the rapid development of franchise and chain store business and the SMEs. According to the 2008 China Franchise Development Report by China Chain Store & Franchise Development Report, there were approximately 3,000 franchise enterprises and 260,000 chain stores in China by the end of 2007, and the number of franchise enterprises and chain stores is expected to increase to 4,000 and 320,000, respectively by 2010.
 
The development of the SME market is still in its early stages and since their sales channels and distribution networks are still underdeveloped, they are driven to search for new participants by utilizing Internet advertising.  The SMEs tend to be smaller, less-developed brands primarily focused on restaurants, garments, building materials, home appliances, and entertainment with low start-up costs within a range of $1,000-$15,000. The Chinese government has promulgated a series of laws and regulations to protect and promote the development of SMEs which appeals to entrepreneurs looking to benefit from the central government’s support of increased domestic demand.  SMEs are now responsible for about 60% of China's industrial output and employment of about 75% of urban Chinese workforce. SMEs are creating the most new urban jobs, and they are the main destination for workers laid-off from state-owned enterprises (SOEs) that re-enter the workforce.
 
Our Principal Products and Services

Our products and services include:

·  	Bundled advertising campaign services, comprised of 28.com, our Internet advertising portal, and our television and web advertisement services;	
 
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·  	Agency services, whereby we re-sell to our customers web advertising space on third-party Internet sites and television advertising space; and	

·  	In-bank advertising services conducted through our network of kiosks located in bank branches.	
 
 Internet Advertising
 
We founded 28.com in 2003. 28.com is a leading Internet site for information about small business opportunities in China. It was one of the earliest entrants in this sector, allowing it to currently hold a 30% market share in China. Our revenue from 28.com is twice as big as our closest competitor, u88.cn. We have more than 500 long-term clients advertising business opportunities on the site.  The platform provides advertisers with the tools to build sales channels and develop relationships directly with sales agents, distributors, resellers and/or franchisees. 28.com has the following features which enable it to be an attractive platform for the advertisers:
 
·  	Allows entrepreneurs interested in inexpensive franchise and business opportunities to find in-depth details about these opportunities in various industries;	

·  	Provides one-stop shopping for SMEs and entrepreneurs by providing customized services such as design, website setup, and advertisement placement through promoting; and	

·  	Bundles with 28.com video production, advanced traffic generation techniques and search-engine optimization.	

28.com charges its clients fixed monthly fees for ad placements on its homepage at an average monthly price of $3,000. The site has more than 500 long term clients and the total revenue per month reaches approximately $1.5 million in 2008. This segment accounted for 52% of our revenue in 2008 and 100% of our revenue in 2007.

Television Advertising

As part of our media campaign services, for each client we produce and distribute television shows that are comprised of advertisements similar to infomercials, but include promotions for several clients during the allotted time.  Our clients pay us for editorial coverage and advertising spots. We are one of the larger producers of television shows of this nature in China, with an estimated total show time that is expected to reach 30,000 minutes in 2009 and 100,000 minutes in 2010. The shows produced by our TV unit are distributed during airtime purchased on the biggest national satellite television stations including CCTV, Hunan TV, Jiangxi TV, Shandong TV, Guangdong TV, Fujian TV, Guangxi TV, Mongolia TV, Yunnan TV, Tianjin TV and Heilongjiang TV. The brand of shows produced by us are entitled Gold List, Online Business Opportunities, The Charm of Wealth, Venture Express, Start and Run’s Road to Wealth. This segment accounted for 32.6% of our revenue in 2008.
 
Resale of Internet Advertising Resources
 
We resell to our clients sponsored search resources and advertising portal resources purchased from other portal websites. These websites include Baidu, Tengxun (QQ), Google, Sina, Sohu and other advertising clients. This segment accounted for 14.3% of our revenue in 2008.
 
Bank Kiosks

We operate our bank kiosk advertising network, launched in 2008, through  Shanghai Borongdingsi. We place our kiosk machines, which include a large, LCD advertising display, in bank branches to target banking patrons. We market our LCD display network to advertisers in the financial services and insurance industries. As of June 1, 2009, we had approximately 200 flat-panel displays placed in branches of China Construction Bank in Henan Province and 2,000 kiosks are expected to be placed in 17 cities by the end of 2009.  The kiosks are useful to the banks because, in addition to the LCD advertising display, they provide bank customers with free Internet access to on-line banking services, thereby potentially shortening wait times in branches for teller services.  We believe bank kiosks are a cost effective solution for advertisers because the interactive client interface captures information for follow up and also due to the ability to update content remotely.
 
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Our client base for bank kiosk advertising includes, China Telecom, China Mobile, China Construction Bank. Ping An of China, China Unicom, China International Fund Management Co., Ltd., Toyota, PICC, Guangzhou Honda and Audi.
 
Our Competitive Strengths
 
Over our six year history, we believe that we have built a strong track record of significant competitive strengths such as:
 
Innovative Operations

·  	Client-based innovation. Our services, which bundle for a set fee Internet ads, television shows and other services, including lead generation, simplifies the targeting process for our clients by allowing them to use one vendor for their Internet and television ad buys.	

·  	Target market innovation and expansion of audience base.  We believe that by offering multiple advertising media platforms, we enable advertisers to reach a wide range of consumers with complementary and mutually reinforcing advertising campaigns. We are better able to attract advertisers who want to reach targeted consumer groups through a number of different advertising media in different venues and at different times of the day.	
 
 Strong Technological Advantages
 
·  	Award winning R&D team. We have a R&D team with extensive experience in China’s advertising and marketing industry. Bin Zhang, Vice President of China-Net TV, has been actively engaged in technology research and development in this area since 1998.	
 
·  	Advanced campaign tracking & monitoring tools. We have deployed advanced tracking, search engine optimization, resource scheduling, content management and ad campaign management tools so as to achieve effective and efficient advertising effects.	
 
·  	Valuable intellectual property. We have three copyright certificates and property rights for three software products in connection with the Internet advertising business which were developed by our research and development team.	
 
·  	Experienced management team. We have an experienced management team. In particular, Handong Cheng, our founder, chairman and chief executive officer has over ten years’ experience in management. He demonstrated his entrepreneurship and business leadership by starting up our business and he has successfully grown our business to become a pioneer in online media marketing and advertising services. He also secured our status as the sole strategic alliance partner of China Construction Bank with respect to bank kiosk advertising. Zhige Zhang, our chief financial officer has over six years’ experience in software development and Internet ad technology.	
 
 First Mover Advantages
 
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·  	Early Market Entrant as a vertically integrated ad portal and Internet  agency.  We have over 4 years of operations as a vertically integrated ad portal and ad agency. We have 6 years of experience as an Internet advertising agency.  We commenced our Internet advertising services business in 2003 and was among the first companies in China to create a site and a business focused on Internet advertising. We rapidly established a sizeable nationwide network, secured a significant market share and enhanced awareness of our brand. Our early entry into the market has also enabled us to accumulate a significant amount of knowledge and experience in this nascent segment of the advertising industry.	
 
·  	Early mover advantage in bank kiosk.  We are one of earlier advertising agents to have established an in-bank advertising network. We believe that the establishment of our in-bank kiosk gives us a competitive edge over competing networks as well as over many other forms of traditional advertising.	
 
·  	Exclusive Strategic Partnership with Top Chinese banks.  In 2008, we entered into an eight-year strategic partnership with China Construction Bank to be its strategic partner in the establishment of a nationwide network of bank kiosks displaying our clients’ advertising on large LCD screens and providing bank customers with free internet access to on-line banking services. We pay for the kiosks and then provide them to China Construction Bank for free in exchange for the exclusive right to display advertising on the kiosks. We have already placed 200 kiosks at branches in Henan Province. We are also negotiating similar deals with Bank of Communications and Agricultural Bank of China. We believe exclusivity with the top Chinese banks will create higher barriers to entry for potential competitors.	
 
Growth Strategy
 
Our objectives are to strengthen our position as the leading Internet advertising and marketing services and diversified media advertising network in China and continue to achieve rapid growth. We intend to achieve these objectives by implementing the following strategies:
 
Nationally Expand Our Bank Kiosk Platform
 
We intend to aggressively expand our bank kiosk platform in order to appeal to our financial industry advertisers and increase our revenues in this business line. To achieve this goal, we intend to increase the number of bank kiosks. We intend to aggressively enter into new strategic partnerships with other banks to achieve this result.
 
 Continue to Expand Internet Advertising through Adding New Modules into Our 28.com Network
 
We intend to add new modules into the 28.com site, such as customer relationship management (CRM), supply chain management and enterprise resources planning (ERP) systems in order to enhance the functionality of our Internet advertising network.

Leverage Our Integrated Platform to Increase Operational and Cross-selling Synergies
 
We plan to maximize opportunities for our business to increase both revenue and cost synergies. We intend to increase cross-selling by developing additional flexible, bundled advertising packages that allow advertisers to reach consumers by complementary and reinforcing media. At the same time, we intend to further leverage the existing elements of our integrated media platform to enhance the platform’s attractiveness to advertisers. Advertisers can launch a coordinated campaign across multiple media while enjoying cost savings from our bundling and volume discounts.
 
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Promote Our Brand Name and Augment Our Service Offerings to Attract a Wider Client Base and Increase Revenues
 
Enhancing our brand name in the industry will allow us to solidify and broaden our client base by growing market awareness of our services and our ability to target discrete consumer groups more effectively than mass media. We believe the low cost of reaching consumers with higher-than-average disposable incomes through our network and our development of additional advertising media platforms and channels within our network can enable our customers to reach that goal. As we increase our advertising client base and increase sales, demand for and sale of time slots and frame space on our network will grow.
 
Our Advertising Clients; Sales and Marketing

Our Advertising Clients  

·  	The quality and coverage of our network has attracted a broad base of advertising clients. As of June 1, 2009, more than 500 long term customers have purchased advertising time slots on our 28.com portal, China-Net TV and our bank kiosks. We derive all of our revenues from charging our clients fixed monthly fees to advertise on 28.com;	

·  	charging productions fees for television and web video spots;	

·  	selling advertising time slots on our television shows and bank kiosks;	

·  	reselling Internet space and television space at a discount to the direct cost of any individual space or time slot, but at a mark-up to our cost due to purchase of these items in bulk; and	

·  	collecting fees associated with lead generation.	
 
For the year ended December 31, 2008, we derived 52.5% of our revenues from our Internet advertising and 32.6% from our TV advertising. There has generally been an 80% overlap between our 28.com and China Net TV customers.
 
The following table sets forth a breakdown of our revenue from Internet advertising by industry for the year ended December 31, 2008:
 
Industry	 	Percentage of
total revenue	 	
Food and beverage	 	 	25.0	%	
Women Accessories	 	 	9.0	%	
Footwear, apparel and garments	 	 	19.0	%	
Home Goods and Construction Materials	 	 	13.0	%	
Environmental Protection Equipment	 	 	13.0	%	
Cosmetic and Health Care	 	 	8.0	%	
Education Network	 	 	6.0	%	
Others	 	 	7.0	%	
Total	 	 	100.0	%	

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Sales and Marketing

Sales and Marketing.  We employ an experienced advertising sales force. We provide in-house education and training to our sales force to ensure they provide our current and prospective clients with comprehensive information about our services, the advantages of using our advertising networks as marketing channels, and relevant information regarding the advertising industry.  We also market our advertising services from time to time by placing advertisements on television, and acting as sponsor to third-party programming as well as to our shows.
 
Market Research.  We believe our advertising clients derive substantial value from our ability to provide advertising services targeted at specific segments of consumer markets. Market research is an important part of evaluating the effectiveness and value of our business to advertisers. We conduct market research, consumer surveys, demographic analysis and other advertising industry research for internal use to evaluate new and existing advertising channels. We also purchase or commission studies containing relevant market study data from reputable third-party market research firms, iResearch Consulting Co., Ltd. We typically consult such studies to assist us in evaluating the effectiveness of our network to our advertisers. A number of these studies contain research on the numbers and socio-economic and demographic profiles of the people who visit our network.

Suppliers
 
 The primary hardware required for the operation of our business consists of servers and other firmware with which we operate 28.com, video production and editing equipment for our television programming, and components for our bank kiosks, including the LCD displays.  We also develop and install software in our displays to assist us with the configuration, editing and operation of our advertising content cycles. Maintaining a steady supply of these kiosks and their proprietary LCD displays is important to our operations and the growth of our advertising network. We purchase our television displays from third party manufacturers who build these components according to our specifications. We select component suppliers based on price and quality. As there are several other qualified alternative suppliers for our equipment, our obligation to our current suppliers is not exclusive. We have never experienced any material delay or interruption in the supply of our digital television displays.
 
We deploy advanced traffic generation techniques, search-engine optimization and other technologies that assist advertisers, advertising agencies and web publishers in creating and delivering Internet ads, monitoring and analyzing website traffic, tracking the performance of advertising campaigns and implementing direct marketing.
 
Research and Development
 
We intend to continue to optimize our Standard Operating Environment (“SOE”) technology in order to reduce cost and time to deploy, configure, maintain, support and manage computer servers and system. Whether or not we deploy newer technology will depend upon cost and network security. We also continue to develop proprietary software and systems in connection with the operation of and provision of services through 28.com to enhance ease of use. In addition, we focus on enhancing related software systems enabling us to track and monitor advertiser demands.
 
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Intellectual Property
 
We have three software copyright certificates issued by the State Copyright Office of the PRC as below:
 
Name of Softwares	Registration Number	
基于互联网广告效果投放综合监测及管理平台软件V1.0
Software V1.0 of General Monitoring and Management Platform on Internet Advertising Effect	2008SRBJ4073	
基于效果的搜索引擎服务平台软件V1.0
Software V1.0 of Effect-based Search Engine Service Platform	2008SRBJ4084	
基于互联网广告留言综合分析及管理平台软件V1.0
Software V1.0 of General Analysis and Management Platform on Internet Based Advertising Message	2008SRBJ4084	
 
With this intellectual property, we can facilitate our provision of services that are in demand by the appropriate customers, and can track end users to help our customers assess and adjust their marketing strategies.
 
Competition
 
We compete with other advertising companies in China including companies that operate Internet advertising portals or television advertising media networks, such as u88.cn, 3158.com, 08.cn and 78.cn. We compete for advertising clients primarily on the basis of network size and coverage, location, price, the range of services that we offer and our brand name. We also compete for overall advertising spending with other alternative advertising media companies, such as  wireless telecommunications, street furniture, billboard, frame and public transport advertising companies, and with traditional advertising media, such as newspapers, magazines and radio.
 
Legal Proceedings
 
We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
 
Property

The following table summaries the location of real property we lease. We do not own any real property.
 
Item	 	Address	 	Leased/Owned	
 	 	 	 	 	
1	 	No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, 1 st  Floor	 	Leased	
 	 	 	 	 	
2	 	No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, 2 nd  Floor	 	Leased	
 	 	 	 	 	
3	 	No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC, Basement	 	Leased	

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 Employees
 
As of June 1, 2009, we have 240 full-time employees, 96 of which are in sales and marketing, 48 in operations and support, 36 in management and 60 in technology and R & D.
 
We are compliant with local prevailing wage, contractor licensing and insurance regulations, and have good relations with our employees.

As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments, including pension, work-related injury benefits, maternity insurance, medical and unemployment benefit plans. We are required under PRC laws to make contributions to the employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. Members of the retirement plan are entitled to a pension equal to a fixed proportion of the salary prevailing at the member’s retirement date.
 
Generally we enter into a standard employment contract with our officers and managers for a set period of years and a standard employment contract with other employees for a set period of years. According to these contracts, all of our employees are prohibited from engaging in any activities that compete with our business during the period of their employment with us. Furthermore, the employment contracts with officers or managers include a covenant that prohibits officers or managers from engaging in any activities that compete with our business for two years after the period of their employment.
 
Corporation Information
 
Our principal executive offices are located at No.3 Min Zhuang Road, Building 6, Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC.  Our telephone number at this address is (86 10) 51600828 and its fax is (86 10) 51600328.
 
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Government Regulation
 
The PRC government imposes extensive controls and regulations over the media industry, including on television, radio, newspapers, magazines, advertising, media content production, and the market research industry. This section summarizes the principal PRC regulations that are relevant to our lines of business.
 
Regulations on the Advertising Industry in China
 
Foreign Investments in Advertising

Under the Administrative Provision on Foreign Investment in the Advertising Industry, jointly promulgated by the SAIC and MOFCOM on March 2, 2004, or the 2004 Provision, foreign investors can invest in PRC advertising companies either through wholly owned enterprises or joint ventures with Chinese parties. Since December 10, 2005, foreign investors have been allowed to own up to 100% equity interest in PRC advertising companies. However, the foreign investors must have at least three years of direct operations outside China in the advertising industry as their core business. This requirement is reduced to two years if foreign investment in the advertising company is in the form of a joint venture. Such requirement is also provided similarly in the newly promulgated regulation that replaced the 2004 Provision as of October 1, 2008, except that according to the new regulation, the establishment of wholly foreign-owned advertising companies must be approved by the SAIC or its authorized provincial counterparts and provincial MOFCOM instead of the SAIC and MOFCOM only. Foreign-invested advertising companies can engage in advertising design, production, publishing and agency, provided that certain conditions are met and necessary approvals are obtained.

We have not engaged in direct operations outside China in the advertising industry as our core business. Therefore, our subsidiary in China, Rise King WFOE, is ineligible to apply for the required licenses for providing advertising services in China. Our advertising business is operated by Business Opportunity Online and Beijing CNET Online in China.  We have been, and are expected to continue to be, dependent on these companies to operate our advertising business. We do not have any equity interest in our PRC Operating Entities, but Rise King WFOE, receives the economic benefits of the same through the Contractual Arrangements.

We have been advised by our PRC counsel, that each of the Contractual Agreements complies, and immediately after the completion of the transactions contemplated herein, will comply with all applicable PRC laws and regulations and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, there exist substantial uncertainties regarding the application, interpretation and enforcement of current and future PRC laws and regulations and its potential effect on its corporate structure and contractual arrangements. The interpretation of these laws and regulations are subject to the discretion of competent PRC authorities. There can be no assurance that the PRC regulatory authorities will not take a view different from the opinions of our PRC counsel and determine that its corporate structure and contractual arrangements violate PRC laws, rules and regulations. In the event that the PRC regulatory authorities determine in their discretion that our corporate structure and contractual arrangements violate applicable PRC laws, rules and regulations, including restrictions on foreign investment in the advertising industry in the future, We may be subject to severe penalties, including an order to cease its business operations.

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Business License for Advertising Companies
 
On October 27, 1994, the Tenth Session of the Standing Committee of the Eighth National People’s Congress adopted the Advertising Law which became effective on February 1, 1995. According to the currently effective Advertising Law and its various implementing rules, companies engaging in advertising activities must obtain from the SAIC or its local branches a business license which specifically includes within its scope the operation of an advertising business. Companies conducting advertising activities without such a license may be subject to penalties, including fines, confiscation of advertising income and orders to cease advertising operations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation. We have obtained such a business license from the local branches of the SAIC as required by existing PRC regulations. We do not expect to encounter any difficulties in maintaining the business license. However, if we seriously violate the relevant advertising laws and regulations, the SAIC or its local branches may revoke our business licenses.
 
Outdoors
 
The Advertising Law in China stipulates that the exhibition and display of outdoor advertisements must comply with certain requirements. It provides that the exhibition and display of outdoors advertisements must not:
 
·  	utilize traffic safety facilities and traffic signs;	

·  	impede the use of public facilities, traffic safety facilities and traffic signs;	

·  	obstruct commercial and public activities or create an unpleasant sight in urban areas;	

·  	be placed in restrictive areas near government offices, cultural landmarks or historical or scenic sites; or	

·  	be placed in areas prohibited by the local governments from having outdoor advertisements.	
 
In addition to the Advertising Law, the SAIC promulgated the Outdoor Advertising Registration Administrative Regulations on December 8, 1995, as amended on December 3, 1998 and May 22, 2006, which also governs the outdoor advertising industry in China. Under these regulations, outdoor advertisements in China must be registered with the local SAIC before dissemination. The advertising distributors are required to submit a registration application form and other supporting documents for registration. After review and examination, if an application complies with the requirements, the local SAIC will issue an Outdoor Advertising Registration Certificate for such advertisement. The content, quantity, format, specifications, periods, distributors’ name, and locations of dissemination of the outdoor advertisement must be submitted for registration with the local SAIC. A change of registration with local SAICs must be effected in the event of a change in the distributor, the location of dissemination, the periods, the content, the format, or the specifications of the advertisements. It is unclear whether the SAIC, or any of its local branches in the municipalities and provinces covered by our network, will deem our business as outdoor advertising business, and thus require us to obtain the Outdoor Advertising Registration Certificate. If the PRC government determines that we were obligated to complete outdoor advertisement registration as an outdoor advertising network operator, we may be subject to administrative sanctions, including discontinuation of its business for failure to complete such registration.”
 
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In addition, on December 6, 2007, the State Administration of Radio, Film and Television (“SARFT”) promulgated the December 2007 Notice pursuant to which the broadcasting of audio and visual programs, including news, drama series, sports, technology, entertainment and other programs, through radio and television networks, the Internet and other information systems affixed to vehicles and buildings and in airports, bus and railway stations, shopping malls, banks, hospitals and other outdoor public media would be subject to approval by the SARFT. The December 2007 Notice required the local branches of SARFT to investigate and record any organization or company engaging in the activities described in the December 2007 Notice without permission, to send written notices to such organizations or companies demanding their compliance with the December 2007 Notice, and to report the results of such investigations to SARFT by January 15, 2008. We have not yet received any notice from the SARFT or any of its local branches demanding compliance with the December 2007 Notice.  We may, however, be required to obtain an approval from SARFT under the December 2007 Notice, or may be required to remove entertainment programs from its advertising network.
 
Advertising Content
 
PRC advertising laws, rules and regulations set forth certain content requirements for advertisements in China including, among other things, prohibitions on false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited. There are also specific restrictions and requirements regarding advertisements that relate to matters such as patented products or processes, pharmaceutical products, medical procedures, alcohol, tobacco, and cosmetics. In addition, all advertisements relating to pharmaceuticals, medical instruments, agrochemicals and veterinary pharmaceuticals, together with any other advertisements which are subject to censorship by administrative authorities according to relevant laws or regulations, must be submitted to relevant authorities for content approval prior to dissemination.

Advertisers, advertising operators, including advertising agencies, and advertising distributors are required by PRC advertising laws and regulations to ensure that the content of the advertisements they prepare or distribute is true and in full compliance with applicable laws. In providing advertising services, advertising operators and advertising distributors must review the supporting documents provided by advertisers for advertisements and verify that the content of the advertisements complies with applicable PRC laws, rules and regulations. Prior to distributing advertisements that are subject to government censorship and approval, advertising distributors are obligated to verify that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the SAIC or its local branches may revoke violators’ licenses or permits for their advertising business operations. Furthermore, advertisers, advertising operators or advertising distributors may be subject to civil liability if they infringe on the legal rights and interests of third parties in the course of their advertising business.

We do not believe that advertisements containing content subject to restriction or censorship comprise a material portion of the advertisements displayed on our media network. However, there can be no assurance that each advertisement displayed on our network complies with relevant PRC advertising laws and regulations. Failure to comply with PRC laws and regulations relating to advertisement content restrictions governing the advertising industry in China may result in severe penalties.

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Regulation on Intellectual Property
 
Regulation on Trademark
 
The Trademark Law of the PRC was adopted at the 24th meeting of the Standing Committee of the Fifth National People’s Congress on August 23, 1982 and amended on February 22, 1993 and October 27, 2001. The Trademark Law sets out the guidelines on administration of trademarks and protection of the exclusive rights of trademark owners. In order to enjoy an exclusive right to use a trademark, one must register the trademark with the Trademark Bureau of the SAIC and obtain a registration certificate.

Regulation on Patents
 
The Patent Law of the PRC was adopted at the 4th Meeting of the Standing Committee of the Sixth National People’s Congress on March 12, 1984 and subsequently amended in 1992 and 2000. The Patent Law extends protection to three kinds of patents: invention patents, utility patents and design patents. According to the Implementing Regulations of the Patent Law, promulgated by the State Council of the PRC on December 28, 2002 and effective on February 1, 2003, an invention patent refers to a new technical solution relating to a product, a process or improvement. When compared to existing technology, an invention patent has prominent substantive features and represents notable progress. A utility patent refers to any new technical solution relating to the shape, the structure, or their combination, of a product. Utility patents are granted for products only, not processes. A design patent (or industrial design) refers to any new design of the shape, pattern or color of a product or their combinations, that create an aesthetic feeling and are suitable for industrial application. Inventors or designers must register with the State Intellectual Property Office to obtain patent protection. The term of protection is twenty years for invention patents and ten years for utility patents and design patents. Unauthorized use of patent constitutes an infringement and the patent holders are entitled to claims of damages, including royalties, to the extent reasonable, and lost profits.

Regulation on Copyright
 
The Copyright Law of the PRC was adopted at the 15th Meeting of the Standing Committee of the Seventh National People’s Congress on September 7, 1990 and amended on October 27, 2001. Unlike patent and trademark protection, copyrighted works do not require registration for protection in China. However, copyright owners may wish to voluntarily register with China’s National Copyright Administration to establish evidence of ownership in the event enforcement actions become necessary. Consent from the copyright owners and payment of royalties are required for the use of copyrighted works. Copyrights of movies or other audio or video works usually expire fifty years after their first publication. We believe that we are in compliance with the PRC regulations on copyright.

Regulations on Foreign Currency Exchange
 
Foreign Currency Exchange
 
Pursuant to the Foreign Currency Administration Rules promulgated on August 25, 2008 and various regulations issued by SAFE and other relevant PRC government authorities, the Renminbi is freely convertible only to the extent of current account items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from SAFE or its local branch for conversion of the Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC. Payments for transactions that take place within the PRC must be made in Renminbi. Domestic companies or individuals can repatriate foreign currency payments received from abroad or deposit these payments abroad subject to applicable regulations that expressly require repatriation within certain period. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its local branch. Foreign currencies received under current account items can be either retained or sold to financial institutions engaged in the foreign exchange settlement or sales business without prior approval from SAFE by complying with relevant regulations. Foreign exchange income under capital account can be retained or sold to financial institutions engaged in foreign exchange settlement and sales business, with prior approval from SAFE unless otherwise provided.

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Our business operations, which are subject to the foreign currency exchange regulations, have all been in accordance with these regulations. We will take steps to ensure that our future operations are in compliance with these regulations.

Foreign Exchange Registration of Offshore Investment by PRC Residents
 
Pursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or Circular No. 75, issued on October 21, 2005 and effective on November 1, 2005, (i) a PRC resident, including a PRC resident natural person or a PRC company, shall register with the local branch of SAFE before it establishes or controls an overseas SPV for the purpose of overseas equity financing (including convertible debt financing); (ii) when a PRC resident contributes the assets of or its equity interests in a domestic enterprise to an SPV, or engages in overseas financing after contributing assets or equity interests to an SPV, such PRC resident shall register his or her interest in the SPV and the change thereof with the local SAFE branch; and (iii) when the SPV undergoes a material event outside China, such as a change in share capital, or merger or acquisition, the PRC resident shall, within 30 days of the occurrence of such event, register such change with the local branch of SAFE. PRC residents who are shareholders of SPVs established before November 1, 2005 were required to register with the local SAFE branch before March 31, 2006.  Such deadline has been further extended by the Circular 106.
 
Under Circular No. 75, failure to comply with the registration procedures set forth above may result in penalties, including restrictions on a PRC subsidiary’s foreign exchange activities in capital accounts and its ability to distribute dividends to the SPV. On May 29, 2007, SAFE issued Circular 106 as the implementing rules of Circular 75, which provides more detailed provisions and requirements for the registration procedures.
 
On December 25, 2006, the People’s Bank of China promulgated the “Measures for the Administration of Individual Foreign Exchange,” and on January 5, 2007, SAFE promulgated the implementation rules on those measures. These regulations became effective on February 1, 2007. Pursuant to these regulations, PRC citizens who are granted shares or share options by an overseas listed company according to its employee share option or share option plan are required, through a qualified PRC agent which may be the PRC subsidiary of such overseas listed company, to register with the SAFE and complete certain other procedures related to the share option or share option plan. Foreign exchange income received from the sale of shares or dividends distributed by the overseas listed company must be remitted into a foreign currency account of such PRC citizen or be exchanged into Renminbi. In addition, Circular 106 requires a PRC resident to make the SPV filing together with the employee stock option filing. Moreover, the PRC resident is required to make an amendment to the previous filings when he or she exercises his or her employee stock options.
 
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Dividend Distribution
 
The principal laws, rules and regulations governing dividends paid by PRC operating subsidiaries include the Company Law of the PRC (1993), as amended in 2006, the Wholly Foreign Owned Enterprise Law (1986), as amended in 2000, and the Wholly Foreign Owned Enterprise Law Implementation Rules (1990), as amended in 2001. Under these laws and regulations, PRC subsidiaries, including wholly owned foreign enterprises, or WFOEs, and domestic companies in China, may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, its PRC significant subsidiaries, including WFOEs and domestic companies, are required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their statutory capital reserve fund until the cumulative amount of such reserve reaches 50% of their respective registered capital. These reserves are not distributable as cash dividends.
 
Tax
 
On March 16, 2007, the Fifth Session of the Tenth National People’s Congress of PRC passed the Enterprise Income Tax Law of the People’s Republic of China, or EIT Law, which became effective on January 1, 2008. On November 28, 2007, the State Council at the 197th Executive Meeting passed the Regulation on the Implementation of the Income Tax Law of the People’s Republic of China, which became effective on January 1, 2008.  The EIT Law adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises) and revoked the existing tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises. However, there is a transition period for enterprises, whether foreign-invested or domestic, that received preferential tax treatments granted by relevant tax authorities prior to the effectiveness of the EIT Law. Enterprises that were subject to an enterprise income tax rate lower than 25% may continue to enjoy the lower rate and gradually transit to the new tax rate within five years after the effective date of the EIT Law.
 
Under the EIT Law, enterprises are classified as either “resident enterprises” or “non-resident enterprises.” Pursuant to the EIT Law and the Implementation Rules, enterprises established under PRC laws, or enterprises established outside China whose “de facto management bodies” are located in China, are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income. According to the Implementation Rules, “de facto management body” refers to a managing body that in practice exercises overall management and control over the production and business, personnel, accounting and assets of an enterprise. Our management is currently based in China and is expected to remain in China in the future. In addition, although the EIT Law provides that “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” is exempted income, and the Implementation Rules refer to “dividends, bonuses and other equity investment proceeds between qualified resident enterprises” as the investment proceeds obtained by a resident enterprise from its direct investment in another resident enterprise, however, it is unclear whether our circumstance is eligible for exemption.
 
Furthermore, the EIT Law and Implementation Rules provide that the “non-resident enterprises” are subject to the enterprise income tax rate of 10% on their income sourced from China, if such “non-resident enterprises” (i) do not have establishments or premises of business in China or (ii) have establishments or premises of business in China, but the relevant income does not have actual connection with their establishments or premises of business in China. Such income tax may be exempted or reduced by the State Council of the PRC or pursuant to a tax treaty between China and the jurisdictions in which its non-PRC shareholders reside. Under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China, if the Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China, the 10% withholding tax on the dividends the Hong Kong resident enterprise received from such company in China is reduced to 5%. If China Net HK is considered to be a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement and is considered to be a “non-resident enterprise” under the EIT Law, the dividends paid to us by Rise King WFOE may be subject to the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, issued on February 20, 2009 by the State Administration of Taxation, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.
 
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We are in the process of evaluating the impact of the EIT Law on our results of operations. Any significant income tax expenses may have a material adverse effect on our net income in 2008 and beyond. Reduction or elimination of the financial subsidies or preferential tax treatments we currently enjoy or imposition of additional taxes on us or our subsidiary in China may significantly increase our income tax expense and materially reduce our net income.
 
Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors
 
On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission (“CSRC”), Ministry of Commerce (“MOC”), State Administration of Taxation (“SAT”), State-owned Assets Supervision and Administration Commission of the State Council, SAIC, and SAFE, jointly promulgated a rule entitled Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which became effective on September 8, 2006, to regulate foreign investment in PRC domestic enterprises. The M&A Rules provide that the MOC must be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise and any of the following situations exist: (i) the transaction involves an important industry in China; (ii) the transaction may affect national “economic security”; or (iii) the PRC domestic enterprise has a well-known trademark or historical Chinese trade name in China. The M&A Rules also contain a provision requiring offshore SPVs formed for the purpose of the overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC issued a clarification that sets forth the criteria and procedures for obtaining any required approval from the CSRC.
 
To date, the application of the M&A Rules is unclear. Our PRC counsel, has advised us that:
 
 	•	the CSRC approval requirement applies to SPVs that acquire equity interests in PRC companies through share exchanges and cash, and seek overseas listings; and	

 	•	based on their understanding of the current PRC laws, rules and regulations and the M&A Rules, unless there are new PRC laws and regulations or clear requirements from the CSRC in any form that require the prior approval of the CSRC for the listing and trading of any overseas SPV’s securities on an overseas stock exchange, the M&A Rules do not require that we obtain prior CSRC approval because:  (i) the Share Exchange is a purely foreign related transaction governed by foreign laws, not subject to the jurisdiction of PRC laws and regulations; (ii) we are not a special purpose vehicle formed or controlled by PRC companies or PRC individuals; and (iii) we are owned or substantively controlled by foreigners.	
 
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However, the interpretation and application of the M&A Rules remain unclear, and the PRC government authorities have the sole discretion to determine whether the transaction is subject to the approval of the CSRC, especially when taking into consideration of the performance-based incentive option arrangement by way of the Share Transfer Agreements. If the CSRC or another PRC regulatory agency subsequently determines that CSRC approval is required for the transaction, we cannot predict how long it would take to obtain the approval. In addition, we may need to apply for a remedial approval from the CSRC and may be subject to certain administrative or other sanctions from these regulatory agencies.
 
Further, new rules and regulations or relevant interpretations may be issued from time to time that may require us to obtain retroactive approval from the CSRC in connection with the business combination. If this were to occur, our failure to obtain or delay in obtaining the CSRC approval for the business combination would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, results of operations and financial condition.
 
If the CSRC or another PRC regulatory agency subsequently determines that CSRC approval is required for the business combination, we may need to apply for a remedial approval from the CSRC and may be subject to certain administrative punishments or other sanctions from these regulatory agencies. New rules and regulations or relevant interpretations may require that we retroactively obtain approval from the CSRC in connection with the business combination. If this were to occur, our failure to obtain or delay in obtaining the CSRC approval for the transaction would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. These sanctions could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, results of operations and financial condition.
 
The M&A Rules also established additional procedures and requirements expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that the MOC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. These rules may also require the approval from the MOC where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including MOC approval, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business.
 
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Risk Factors
 
Risks Related to Our Business

The recent global economic and financial market crisis has had and may continue to have a negative effect on the market price of our business, and could have a material adverse effect on our business, financial condition, results of operations and cash flow.

The recent global economic and financial market crisis has caused, among other things, a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, lower consumer and business spending, and lower consumer net worth, in the United States, China and other parts of the world. This global economic and financial market crisis has had, and may continue to have, a negative effect on the market price of our business, the volatility of which has increased as a result of the disruptions in the financial markets. It may also impair our ability to borrow funds or enter into other financial arrangements if and when additional founds become necessary for our operations. We believe many of our advertisers have also been affected by the current economic turmoil. Current or potential advertisers may no longer be in business, may be unable to fund advertising purchases or determine to reduce purchases, all of which would lead to reduced demand for our advertising services, reduced gross margins, and increased delays of payments of accounts receivable or defaults of payments. We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given our fixed costs associated with our operations. Therefore, the global economic and financial market crisis could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, the timing and nature of any recovery in the credit and financial markets remains uncertain, and there can be no assurance that market conditions will improve in the near future or that our results will not continue to be materially and adversely affected.

We have a limited operating history, which may make it difficult to evaluate our business and prospects.
 
We began our Internet advertising service via 28.com in 2003, and entered into the TV production and advertising with China-Net TV in May 2008. Both the Internet and TV advertising platforms are targeting SME customers. The SME market in China is still in its early stages. In addition, we started our bank kiosk advertising service through Shanghai Borongdingsi for financial sector customers in 2008. Accordingly, our limited operating history and the early stage of development of the markets in which we operate makes it difficult to evaluate the viability and sustainability of our business and its acceptance by advertisers and consumers. Although our revenues have grown rapidly, we cannot assure you that we will maintain our profitability or that we will not incur net losses in the future. We expect  that our operating expenses will increase as we expand. Any significant failure to realize anticipated revenue growth could result in operating losses.

We may be subject to, and may expend significant resources in defending against, government actions and civil suits based on the content and services we provide through our Internet, TV and bank kiosk advertising platforms.

PRC advertising laws and regulations require advertisers, advertising operators and advertising distributors, including businesses such as ours, to ensure that the content of the advertisements they prepare or distribute is fair, accurate and in full compliance with applicable laws, rules and regulations. Although we comply with the requirements by reviewing the business licenses and the profiles of our clients, clients may post advertisements about business opportunities that are not legitimate over which we have no control. Violation of these laws, rules or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the PRC government may revoke a violator’s license for its advertising business operations.

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In April 2009, CCTV reported a story that a franchised store advertised on 28.com turned out to be a scam, and the fraud victim asserted she joined the store because she trusted the website.  Per the PRC Advertising Law, Business Opportunity Online as the publisher of an advertisement has the obligation to check relevant documents and verify the content of the advertisement.  For commercial franchise business in China, the franchiser needs to file an application with the MOC or its local branches at http://txjy.syggs.mofcom.gov.cn/.  When a franchiser issues an advertisement through Business Opportunity Online, Business Opportunity Online checks the business license, the franchiser’s registration form, the trade mark certificate and other relevant documents to verify the content of the advertisement.  The Internet information services regulations and anti unfair competition regulations have similar requirements for Internet advertisement publishers.  Based on the laws and regulations above, there is no mandatory requirement that Business Opportunity Online bear any responsibility for the franchiser’s business activities, nor do we believe that a valid action or investigation can be brought by the consumer or the government against Business Opportunity Online based on the franchiser’s business activities.  Nevertheless, the possibility remains that Business Opportunity Online may be required to assume civil and administrative responsibilities subject to further investigation or enforcement by competent authorities.

If advertisers or the viewing public do not accept, or lose interest in, our advertising platforms, our revenues may be negatively affected and our business may not expand or be successful.

The Internet and bank kiosk advertising platforms in China are relatively new and their potential is uncertain. We compete for advertising revenues with many forms of more established advertising media. Our success depends on the acceptance of our advertising platforms by advertisers and their continuing interest in this medium as part of their advertising strategies. Our success also depends on the viewing public’s continued receptiveness towards our advertising models. Advertisers may elect not to use our services if they believe that viewers are not receptive to our platforms or that our platforms do not provide sufficient value as an effective advertising medium. If a substantial number of advertisers lose interest in advertising on our platforms, we will be unable to generate sufficient revenues and cash flows to operate our business, and our financial condition and results of operations would be materially and adversely affected.

We operate in the advertising industry, which is particularly sensitive to changes in economic conditions and advertising trends.

Demand for advertising resulting in advertising spending by our clients, is particularly sensitive to changes in general economic conditions. For example, advertising expenditures typically decrease during periods of economic downturn. Advertisers may reduce the money they spend to advertise on our advertising platforms for a number of reasons, including:

 	·  	 a general decline in economic conditions;	
 
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·  	a decline in economic conditions in the particular cities where we conduct business;	

·  	a decision to shift advertising expenditures to other available less expensive advertising media; and	

·  	a decline in advertising spending in general.	

A decrease in demand for advertising media in general, and for our advertising services in particular, would materially and adversely affect our ability to generate revenues, and have a material and adverse effect on our financial condition and results of operations.

If the Internet and, in particular, Internet marketing are not broadly adopted in China, our ability to generate revenue and sustain profitability from the website 28.com could be materially and adversely affected.

Our future revenues and profits from our online advertising agency business we operate through 28.com are dependent in part upon advertisers in China increasingly accepting the use of the Internet as a marketing channel, which is at an early stage in China. Penetration rates for personal computers, the Internet and broadband in China are all relatively low compared to those in more developed countries. Furthermore, many Chinese Internet users are not accustomed to using the Internet for e-commerce or as a medium for other transactions. Many of our current and potential SME clients have limited experience with the Internet as a marketing channel, and have not historically devoted a significant portion of their marketing budgets to the Internet marketing and promotion. As a result, they may not consider the Internet as effective in promoting their products and services as traditional print and broadcast media.

We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.

Increased competition could reduce our profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources, and may successfully mimic and adopt our business models. Moreover, increased competition will provide advertisers with a wider range of media and advertising service alternatives, which could lead to lower prices and decreased revenues, gross margins and profits. We cannot assure you that we will be able to successfully compete against new or existing competitors.

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.

We have been expanding our operations and plan to continue to expand rapidly in China. To meet the demand of advertisers for a broader coverage, we must continue to expand our platforms by showing our TV productions and advertisements on more television stations, and expanding the bank kiosk platforms in terms of numbers and locations. The continued growth of our business has resulted in, and will continue to result in, substantial demand on our management, operational and other resources. In particular, the management of our growth will require, among other things:

·  	increased sales and sales support activities;	
 
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·  	improved administrative and operational systems;	

·  	enhancements to our information technology system;	

·  	stringent cost controls and sufficient working capital;	

·  	strengthening of financial and management controls; and	

·  	hiring and training of new personnel.	

As we continue this effort, we may incur substantial costs and expend substantial resources. We may not be able to manage our current or future operations effectively and efficiently or compete effectively in new markets we enter. If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.
 
Key employees are essential to growing our business.
 
Handong Cheng, Zhige Zhang and Xuanfu Liu are essential to our ability to continue to grow our business. They have established relationships within the industries in which we operate. If they were to leave us, our growth strategy might be hindered, which could limit our ability to increase revenue.

In addition, we face competition for attracting skilled personnel. If we fail to attract and retain qualified personnel to meet current and future needs, this could slow our ability to grow our business, which could result in a decrease in market share.

We may need additional capital and we may not be able to obtain it at acceptable terms, or at all, which could adversely affect our liquidity and financial position.

We may need additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

·  	investors’ perception of, and demand for, securities of alternative advertising media companies;	

·  	conditions of the U.S. and other capital markets in which we may seek to raise funds;	

·  	our future results of operations, financial condition and cash flow;	

·  	PRC governmental regulation of foreign investment in advertising service companies in China;	

·  	economic, political and other conditions in China; and	

·  	PRC governmental policies relating to foreign currency borrowings.	
 
Our failure to protect our intellectual property rights could have a negative impact on our business.

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We believe our brand, trade name, copyrights and other intellectual property are critical to our success. The success of our business depends in part upon our continued ability to use our brand, trade names and copyrights to further develop and increase brand awareness. The infringement of our trade names and copyrights could diminish the value of our brand and its market acceptance, competitive advantages or goodwill. In addition, our information and operational systems, which have not been patented or otherwise registered as our property, are a key component of our competitive advantage and our growth strategy.

Monitoring and preventing the unauthorized use of our intellectual property is difficult. The measures we take to protect our brand, trade names, copyrights and other intellectual property rights may not be adequate to prevent their unauthorized use by third parties. Furthermore, application of laws governing intellectual property rights in China and abroad is uncertain and evolving, and could involve substantial risks to us. If we are unable to adequately protect our brand, trade names, copyrights and other intellectual property rights, we may lose these rights and our business may suffer materially. Further, unauthorized use of our brand or trade names could cause brand confusion among advertisers and harm our reputation. If our brand recognition decreases, we may lose advertisers and fail in our expansion strategies, and our business, results of operations, financial condition and prospects could be materially and adversely affected.

We rely on computer software and hardware systems in managing our operations, the failure of which could adversely affect our business, financial condition and results of operations.

We are dependent upon our computer software and hardware systems in supporting our network and managing and monitoring programs on the network. In addition, we rely on our computer hardware for the storage, delivery and transmission of the data on our network. Any system failure which interrupts the input, retrieval and transmission of data or increases the service time could disrupt our normal operation. Any failure in our computer software or hardware systems could decrease our revenues and harm our relationships with advertisers and consumers, which in turn could have a material adverse effect on our business, financial condition and results of operations.
 
We do not have a majority of independent directors serving on our board of directors, which could present the potential for conflicts of interest.  
 
We do not have a majority of independent directors serving on our board of directors.  In the absence of a majority of independent directors, our executive officers could establish policies and enter into transactions without independent review and approval thereof.  This could present the potential for a conflict of interest between us and our stockholders, generally, and the controlling officers, stockholders or directors.
 
We have limited insurance coverage.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited insurance products. We have determined that the risks of disruption or liability from our business, the loss or damage to our property, including our facilities, equipment and office furniture, the cost of insuring for these risks, and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we do not have any business liability, disruption, litigation or property insurance coverage for our operations in China except for insurance on some company owned vehicles. Any uninsured occurrence of loss or damage to property, or litigation or business disruption may result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results.
 
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If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.
 
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls.  We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments.  The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
 
We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting.  We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth.  If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.
 
Lack of experience as officers of publicly-trade companies of our management team may hinder our ability to comply with Sarbanes-Oxley Act.
 
It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act.  We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement appropriate internal controls and reporting procedures.  If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements, we may not be able to obtain the independent auditor certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.
 
We will incur increased costs as a result of being a public company.
 
As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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Risks Relating to Regulation of Our Business and to Our Structure
 
If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry, we could be subject to severe penalties.
 
All of our operations are to be conducted through the PRC Operating Entities, and through our Contractual Agreements with each of our PRC Operating Subsidiaries in China. PRC regulations require any foreign entities that invest in the advertising services industry to have at least two years of direct operations in the advertising industry outside of China. Since December 10, 2005, foreign investors have been allowed to own directly 100% of PRC companies operating an advertising business if the foreign entity has at least three years of direct operations in the advertising business outside of China or less than 100% if the foreign investor has at least two years of direct operations in the advertising industry outside of China. We do not currently directly operate an advertising business outside of China and cannot qualify under PRC regulations any earlier than two or three years after we commence any such operations outside of China or until we acquire a company that has directly operated an advertising business outside of China for the required period of time.  Substantially all of our advertising business is currently provided through our Contractual Agreements with our PRC Operating Subsidiaries in China. Our PRC Operating Subsidiaries hold the requisite licenses to provide advertising services in China. Our PRC Operating Subsidiaries directly operate our advertising network. We have been and are expected to continue to be dependent on these PRC Operating Subsidiaries to operate our advertising business for the foreseeable future. We have entered into Contractual Agreements with the PRC Operating Subsidiaries, pursuant to which we, through Rise King WFOE, provide technical support and consulting services to the PRC Operating Subsidiaries. In addition, we have entered into agreements with our PRC Operating Subsidiaries and each of their shareholders which provide us with the substantial ability to control these affiliates.
 
If we, our existing or future PRC Operating Subsidiaries or the PRC Operating Entities are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the State Administration for Industry and Commerce, or SAIC, which regulates advertising companies, would have broad discretion in dealing with such violations, including:
 
 	•	 	revoking the business and operating licenses of Rise King WFOE and/or the PRC Operating Subsidiaries;	
 	 	 	 	
 	•	 	discontinuing or restricting the operations of Rise King WFOE and/or the PRC Operating Subsidiaries;	
 	 	 	 	
 	•	 	imposing conditions or requirements with which we, Rise King WFOE and/or our PRC Operating Subsidiaries may not be able to comply;	
 	 	 	 	
 	•	 	requiring us or Rise King WFOE and/or PRC Operating Subsidiaries to restructure the relevant ownership structure or operations; or	
 	 	 	 	
 	•	 	restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.	
 
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The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.
 
We rely on contractual arrangements with the PRC Operating Subsidiaries and their shareholders for our China operations, which may not be as effective in providing operational control as direct ownership.
 
We rely on contractual arrangements with our PRC Operating Subsidiaries and their shareholders to operate our advertising business. These contractual arrangements may not be as effective in providing us with control over the PRC Operating Subsidiaries as direct ownership. If we had direct ownership of the PRC Operating Subsidiaries, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of those companies, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if the PRC Operating Subsidiaries or any of their subsidiaries and shareholders fail to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you to be effective. Accordingly, it may be difficult for us to change our corporate structure or to bring claims against the PRC Operating Subsidiaries if they do not perform their obligations under its contracts with us or if any of the PRC citizens who hold the equity interest in the PRC Operating Subsidiaries do not cooperate with any such actions.
 
Many of these contractual arrangements are governed by PRC laws and provide for the resolution of disputes through either arbitration or litigation in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected.
 
Contractual arrangements we have entered into among the PRC Operating Subsidiaries may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment.
 
Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If any of the transactions we have entered into among our subsidiaries and affiliated entities are found not to be on an arm’s-length basis, or to result in an unreasonable reduction in tax under PRC law, the PRC tax authorities have the authority to disallow our tax savings, adjust the profits and losses of our respective PRC entities and assess late payment interest and penalties.
 
If any of our PRC Operating Subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements with the PRC Operating Entities we currently have in place in a manner that would materially and adversely affect the PRC Operating Entities’ ability to pay dividends and other distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by the PRC Operating Entities only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, each of the PRC Operating Entities is also required to set aside a portion of its net income each year to fund specific reserve funds. These reserves are not distributable as cash dividends. In addition, subject to certain cumulative limits, the statutory general reserve fund requires annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends. As a result of these PRC laws and regulations, the PRC Operating Entities are restricted in their ability to transfer a portion of their net assets to us whether in the form of dividends, loans or advances. Any limitation on the ability of the PRC Operating Entities to pay dividends to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or otherwise fund and conduct our business.
 
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Risks Associated With Doing Business In China

There are substantial risks associated with doing business in China, as set forth in the following risk factors.
 
Our operations and assets in China are subject to significant political and economic uncertainties.
 
Changes in PRC laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.
 
We derive a substantial portion of ours sales from China.

Substantially all of our sales are generated from China. We anticipate that sales of our products in China will continue to represent a substantial proportion of our total sales in the near future. Any significant decline in the condition of the PRC economy could adversely affect consumer demand of our products, among other things, which in turn would have a material adverse effect on our business and financial condition.
 
Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese Renminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms.

Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies. Substantially all of our revenue and expenses are in Chinese Renminbi. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. For example, the value of the Renminbi depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of Renminbi to the U.S. dollar had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. As a result of this policy change, Chinese Renminbi appreciated approximately 2.5% against the U.S. dollar in 2005 and 3.3% in 2006. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant fluctuation of Chinese Renminbi against the U.S. dollar. We  can offer no assurance that Chinese Renminbi will be stable against the U.S. dollar or any other foreign currency.

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The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss.  We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks.

Although Chinese governmental policies were introduced in 1996 to allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. We cannot be sure that we will be able to obtain all required conversion approvals for our operations or that Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Because a significant amount of our future revenue may be in the form of Chinese Renminbi, our inability to obtain the requisite approvals or any future restrictions on currency exchanges could limit our ability to utilize revenue generated in Chinese Renminbi to fund our business activities outside of China, or to repay foreign currency obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations
 
We may have limited legal recourse under PRC laws if disputes arise under our contracts with third parties.
 
           The Chinese government has enacted laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If our new business ventures are unsuccessful, or other adverse circumstances arise from these transactions, we face the risk that the parties to these ventures may seek ways to terminate the transactions, or, may hinder or prevent us from accessing important information regarding the financial and business operations of these acquired companies. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.
 
35

 
We must comply with the Foreign Corrupt Practices Act.
 
We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices are illegal, we can not assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

Changes in foreign exchange regulations in the PRC may affect our ability to pay dividends in foreign currency or conduct other foreign exchange business.
 
The Renminbi is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to use revenues generated in Renminbi to fund our business activities outside the PRC or to make dividends or other payments in United States dollars. The PRC government strictly regulates conversion of Renminbi into foreign currencies. Over the years, foreign exchange regulations in the PRC have significantly reduced the government’s control over routine foreign exchange transactions under current accounts.  In the PRC, the State Administration for Foreign Exchange, or the SAFE, regulates the conversion of the Renminbi into foreign currencies. Pursuant to applicable PRC laws and regulations, foreign invested enterprises incorporated in the PRC are required to apply for “Foreign Exchange Registration Certificates.”  Currently, conversion within the scope of the “current account” (e.g. remittance of foreign currencies for payment of dividends, etc.) can be effected without requiring the approval of SAFE.  However, conversion of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE.
 
Recent PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties.  

On August 8, 2006, the MOC, joined by the CSRC, SASAC, SAT, SAIC and SAFE, amended and released the M&A Rules, which took effect as of September 8, 2006.  This new regulation, among other things, has certain provisions that require SPVs formed for the purpose of acquiring PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market. However, the new regulation does not expressly provide that approval from the CSRC is required for the offshore listing of a SPV which acquires, directly or indirectly, equity interests or shares of domestic PRC entities held by domestic companies or individuals by cash payment, nor does it expressly provide that approval from CSRC is not required for the offshore listing of a SPV which has fully completed its acquisition of equity interest of domestic PRC equity prior to September 8, 2006. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval.

36

 
It is not clear whether the provisions in the new regulation regarding the offshore listing and trading of the securities of a SPV applies to an offshore company such as us which owns a controlling contractual interest in the PRC Operating Entities. We believe that the M&A Rules do not require CSRC approval in the context of the share exchange under our transaction because (i) such share exchange is a purely foreign related transaction governed by foreign laws, not subject to the jurisdiction of PRC laws and regulations; (ii) we are not a special purpose vehicle formed or controlled by PRC companies or PRC individuals; and (iii) we are owned or substantively controlled by foreigners.  However, we cannot be certain that the relevant PRC government agencies, including the CSRC, would reach the same conclusion, and we still cannot rule out the possibility that CSRC may deem that the transactions effected by the share exchange circumvented the new M&A rules, the PRC Securities Law and other rules and notices.

If the CSRC or another PRC regulatory agency subsequently determines that the CSRC’s approval is required for the transaction, we may face sanctions by the CSRC or another PRC regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to delay or cancel the transaction.

The M&A Rules, along with foreign exchange regulations discussed in the above subsection, will be interpreted or implemented by the relevant government authorities in connection with our future offshore financings or acquisitions, and we cannot predict how they will affect our acquisition strategy. For example, our operating companies’ ability to remit dividends to us, or to engage in foreign-currency-denominated borrowings, may be conditioned upon compliance with the SAFE registration requirements by such Chinese domestic residents, over whom we may have no control. In addition, such Chinese domestic residents may be unable to complete the necessary approval and registration procedures required by the SAFE regulations. Such uncertainties may restrict our ability to implement our acquisition strategy and adversely affect our business and prospects.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.  

China only recently has permitted provincial and local economic autonomy and private economic activities, and, as a result, we are dependent on our relationship with the local government in the province in which we operate our business.  Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership.  Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.  We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements.  However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.  Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
 
37

 
Future inflation in China may inhibit our activity to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation.  These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.  High inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products.

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC.  As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. We may have difficulty establishing adequate management, legal and financial controls in the PRC.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us and our management.

We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, some of our directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon some of our directors and senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. It would also be difficult for investors to bring an original lawsuit against us or our directors or executive officers before a Chinese court based on U.S. federal securities laws or otherwise. Moreover, China does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts.

New PRC enterprise income tax law could adversely affect our business and our net income.

On March 16, 2007, the National People’s Congress of the PRC passed the new Enterprise Income Tax Law (or EIT Law), which took effect on of January 1, 2008. The new EIT Law imposes a unified income tax rate of 25.0% on all companies established in China. Under the new EIT Law, an enterprise established outside of the PRC with “de facto management bodies” within the PRC is considered as a resident enterprise and will normally be subject to the enterprise income tax at the rate of 25.0% on its global income. The new EIT Law, however, does not define the term “de facto management bodies.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our global income will be subject to PRC income tax at a tax rate of 25.0%.

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With the introduction of the EIT Law, China has resumed imposition of a withholding tax (10.0% in the absence of a bilateral tax treaty or new domestic regulation reducing such withholding tax rate to a lower rate).  Per the Double Tax Avoidance Arrangement between Hong Kong and Mainland China, a Hong Kong company as the investor, which is considered a “non-resident enterprise” under the EIT Law, may enjoy the reduced withholding tax rate of 5% if it holds more than 25% equity interest in its PRC subsidiary.  As China Net HK is the sole shareholder of Rise King WFOE, substantially all of our income will derive from dividends we receive from Rise King WFOE through China Net HK.  When we declare dividends from the income in the PRC, we can not assure whether such dividends may be taxed at a reduced withholding tax rate of 5% per the Double Tax Avoidance Arrangement between Hong Kong and Mainland China as the PRC tax authorities may regard our China Net HK as a shell company formed only for tax purposes and still deem Rise King WFOE in the PRC as the subsidiary directly owned by China Net. Based on the Notice on Certain Issues with respect to the Enforcement of Dividend Provisions in Tax Treaties, issued on February 20, 2009 by the State Administration of Taxation, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment.

Investors should note that the new EIT Law provides only a framework of the enterprise tax provisions, leaving many details on the definitions of numerous terms as well as the interpretation and specific applications of various provisions unclear and unspecified.  Any increase in our tax rate in the future could have a material adverse effect on our financial conditions and results of operations.

Under the new EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and holders of our securities.

Under the new EIT Law, an enterprise established outside of China with its “de facto management body” in China is considered a “resident enterprise,” meaning that it can be treated the same as a Chinese enterprise for enterprise income tax purposes. The implementing rules of the new EIT Law defines “de facto management body” as an organization that exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of an enterprise. Currently, no interpretation or application of the new EIT Law and its implementing rules is available, therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

If the PRC tax authorities determine that China Net is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we will be subject to enterprise income tax at a rate of 25% on our worldwide income as well as PRC enterprise income tax reporting obligations. This would mean that income such as interest on offering proceeds and other non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the new EIT Law and its implementing rules dividends paid to us by our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, a 10% withholding tax will be imposed on dividends we pay to our non-PRC shareholders.
 
39

 
Our Chinese operating companies are obligated to withhold and pay PRC individual income tax in respect of the salaries and other income received by their employees who are subject to PRC individual income tax. If they fail to withhold or pay such individual income tax in accordance with applicable PRC regulations, they may be subject to certain sanctions and other penalties, which could have a material adverse impact on our business.

Under PRC laws, Rise King WFOE and the PRC Operating Subsidiaries will be obligated to withhold and pay individual income tax in respect of the salaries and other income received by their employees who are subject to PRC individual income tax. Such companies may be subject to certain sanctions and other liabilities under PRC laws in case of failure to withhold and pay individual income taxes for its employees in accordance with the applicable laws.

In addition, the PRC State Administration of Taxation has issued several circulars concerning employee stock options. Under these circulars, employees working in the PRC (which could include both PRC employees and expatriate employees subject to PRC individual income tax) are required to pay PRC individual income tax in respect of their income derived from exercising or otherwise disposing of their stock options. Our PRC entities will be obligated to file documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options. While tax authorities may advise us that our policy is compliant, they may change their policy, and we could be subject to sanctions.

Because Chinese laws will govern almost all of our business’ material agreements, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.

The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in the PRC over the past 25 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in the PRC, these laws, regulations and legal requirements are relatively new. Due to the limited volume of published judicial decisions, their non-binding nature, the short history since their enactments, the discrete understanding of the judges or government agencies of the same legal provision, inconsistent professional abilities of the judicators, and the inclination to protect local interest in the court rooms, interpretation and enforcement of PRC laws and regulations involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our business, prospects, financial condition, and results of operations. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. In addition, any litigation in the PRC, regardless of outcome, may be protracted and result in substantial costs and diversion of resources and management attention.
 
Risks Relating to Our Securities

Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.
 
Our executive officers, directors, and principal stockholders hold approximately 87.43% of our outstanding common stock.  Accordingly, these stockholders are able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.
 
There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.

There is currently only a limited public market for our common stock, which is listed on the Over-the-Counter Bulletin Board, and there can be no assurance that a trading market will develop further or be maintained in the future.   During the month of May 2009, there was no trading activity in our common stock.  As of June 30, 2009, the closing bid price of our common stock was $2.50 per share.  As of June 30, 2009, we had approximately 81 shareholders of record of our common stock, not including shares held in street name.  In addition, during the past two years our common stock has had a trading range with a low price of $1.00 per share and a high price of $2.50 per share.

The market price of our common stock may be volatile.

The market price of our common stock has been and will likely continue to be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock.  These factors may materially adversely affect the market price of our common stock, regardless of our performance.  In addition, the public stock markets have experienced extreme price and trading volume volatility.  This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies.  These broad market fluctuations may adversely affect the market price of our common stock.

Our common stock may be considered a “penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and, therefore, it may be designated as a “penny stock” according to SEC rules.  This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities.  These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares.
 
The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

OTCBB securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTCBB reporting requirements are less stringent than those of the stock exchanges or NASDAQ.

Patterns of fraud and abuse include:

 	·  	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;	
 
 	·  	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;	
 
 	·  	“Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;	
 
 	·  	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and	
 
 	·  	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.	
 
Our management is aware of the abuses that have occurred historically in the penny stock market.

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our stock.  We plan to retain any future earnings to finance growth.
 
40

 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
 
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Current Report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Current Report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Current Report. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Current Report.

Overview

We are one of China’s leading full-service media development and advertising platform companies for small and medium enterprise (the “SME”) market.  We are a service oriented business that leverages proprietary advertising technology to prepare and publish media enabled advertising campaigns for clients on the Internet and on television. Our goal is to continue to improve our market share and strengthen our position as the leading diversified media advertising provider in China.  Our multi-platform advertising network consists of the following key components:

·  	28.com - Our Internet advertising portal;	

·  	China Net TV - Our TV production and advertising unit; and	

·  	Banking Kiosk Unit - Our newly launched bank kiosk advertising division operating as an advertising platform for clients in the financial services industry.	

Using proprietary technology, we provide additional services as a lead generator for our clients.  Additionally, since we purchase television advertising space in bulk, we also operate as a re-seller of Internet and television advertising space.

We provide services to over 500 clients, principally comprised of SMEs, in a variety of industries.  Our media campaign services consist of both Internet and television advertising, thereby allowing each of our clients maximum advertising exposure.  We provide Internet advertising service via 28.com.  This platform allows our clients to advertise their products, services and business opportunities over the Internet.   It is a tool for clients featuring lead generation, advanced tracking, search engine optimization, resource scheduling, and content management and ad campaign management tools.  It allows them to build sales channels and develop relationships directly with sales agents, distributors, resellers and/or franchisees.  It also functions as a one-stop destination for end-users seeking new business opportunities.   We provide TV production and advertising via China Net TV.  This unit features in-house television productions and distribution capabilities.  We create and distribute television shows that are typically 10 or 20 minutes in length and broadcast on local television stations. Airtime is purchased in 40 minute blocks which air two to four segments each.  The television shows are comprised of advertisements, similar to infomercials, but include promotions for several clients during the allotted time.  We recently launched our newest business unit – a banking kiosk operation that is targeting banking customers.  In cooperation with China Construction Bank, we placed 200 interactive kiosks in branches of China Construction Bank throughout Henan Province.  Each kiosk has an LCD advertising display panel, which provides advertising targeted to bank customers and, provides Internet access for customers to perform basic on-line banking functions.

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Revenues

In 2007 and 2008, we had total revenues of $7.6 million and $21.5 million, respectively. In the first quarter of 2009, we had total revenues of $9.8 million as compared to $1.5 million during the first quarter of 2008. We generate our revenues primarily from four channels:

(a)  	Internet advertising and related services via 28.com.  Our website portal sells advertising spaces and related technical support that include (but are not limited to) advanced tracking, advanced traffic generation technologies, search engine optimization, resource scheduling, content management and ad campaign management tools.  We believe that this website is one of the most popular portal websites in the Chinese marketplace.  It provides information about small business opportunities and the tools to build sales channels and develop direct direct relationships with agents, distributors, resellers and franchises for small and medium enterprises and investors in China.  (Revenue generated from this sales channel is indicated as “Internet advertisement” in the tables below.)	

(b)  	Television advertising.  Our China Net TV advertising unit resells advertising time that we originally purchased from approximately ten provincial TV stations.  Our advertising time slots are spread over fifteen investment consultancy TV programs that are intended to help our clients build sales channels and develop direct agent relationships, distributors and resellers.  This business was started in May 2008.  (Revenue generated from this sales channel is indicated as “TV advertisement” revenue in the tables below.)	

(c)  	Resale of Internet advertising resources. This sales channel focuses on the resale of both sponsored search resources and advertising portal resources purchased from other portal websites.  These websites include Baidu, Tengxun (QQ), Google, Sina, Sohu and other advertising clients. This business was also originally started in May 2008.  (Revenue from this sales channel is indicated as “Internet advertisement resell” revenue in the tables below.)	

(d)  	Advertisement revenue from bank kiosks.  Beijing CNET Online signed a cooperation agreement in June 2008 with Shanghai Borongdingsi, followed up with a supplementary agreement in December 2008, to conduct the e-banking advertisement business. Through this arrangement, the parties collectively perform a bank kiosk under an eight-year cooperation agreement between Shanghai Borongdingsi and Henan provincial branch of China Construction Bank dated as of August 2008. Our target clients in this unit are banks, insurance companies, communication companies and auto manufacturers. As of March 31, 2009, this business is still in the initial testing stages.	

The following tables set forth a breakdown of our total revenues, divided into four segments for the periods indicated.

Revenue type	 	For the year ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(Amount expressed in thousand of US dollars, except percentages)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	11,292	 	 	 	52.5	%	 	 	7,570	 	 	 	100	%	
TV advertisement	 	 	7,007	 	 	 	32.6	%	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	3,081	 	 	 	14.3	%	 	 	-	 	 	 	-	 	
Bank kiosks	 	 	128	 	 	 	0.6	%	 	 	-	 	 	 	-	 	
Total	 	 	21,508	 	 	 	100	%	 	 	7,570	 	 	 	100	%	
 
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Revenue type	 	For the year ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(Amount expressed in thousands of US dollars, except percentages)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	11,292	 	 	 	100	%	 	 	7,570	 	 	 	100	%	
--From unrelated parties	 	 	10,740	 	 	 	95	%	 	 	7,259	 	 	 	96	%	
--From related parties	 	 	552	 	 	 	5	%	 	 	311	 	 	 	4	% 	
TV advertisement	 	 	7,007	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	6,112	 	 	 	87	%	 	 	-	 	 	 	-	 	
--From related parties	 	 	895	 	 	 	13	%	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	3,081	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	3,081	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From related parties	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Bank kiosks	 	 	128	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	128	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From related parties	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Total	 	 	21,508	 	 	 	100	%	 	 	7,570	 	 	 	100	%	
--From unrelated parties	 	 	20,061	 	 	 	93	%	 	 	7,259	 	 	 	96	%	
--From related parties	 	 	1,447	 	 	 	7	%	 	 	311	 	 	 	4	%	
 
Revenue type	 	For the three months ended March 31,	 	
 	 	2009
(Unaudited)	 	 	2008
(Unaudited)	 	
 	 	(Amount expressed in thousands of US dollars, except percentages)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	3,684	 	 	 	37.6	%	 	 	1,516	 	 	 	100	%	
TV advertisement	 	 	5,742	 	 	 	58.6	%	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	371	 	 	 	3.8	%	 	 	-	 	 	 	-	 	
Bank kiosks	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Total	 	 	9,797	 	 	 	100	%	 	 	1,516	 	 	 	100	%	
 
Revenue type	 	For the three months ended March 31,	 	
 	 	2009
(Unaudited)	 	 	2008
(Unaudited)	 	
 	 	(Amount expressed in thousands of US dollars, except percentages)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	3,684	 	 	 	100	%	 	 	1,516	 	 	 	100	%	
--From unrelated parties	 	 	3,435	 	 	 	93	%	 	 	1,516	 	 	 	100	%	
--From related parties	 	 	249	 	 	 	7	%	 	 	-	 	 	 	-	 	
TV advertisement	 	 	5,742	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	5,497	 	 	 	96	%	 	 	-	 	 	 	-	 	
--From related parties	 	 	245	 	 	 	4	%	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	371	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	371	 	 	 	100	%	 	 	-	 	 	 	-	 	
--From related parties	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Bank kiosks	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
--From unrelated parties	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
--From related parties	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	
Total	 	 	9,797	 	 	 	100	%	 	 	1,516	 	 	 	100	%	
--From unrelated parties	 	 	9,303	 	 	 	95	%	 	 	1,516	 	 	 	100	%	
--From related parties	 	 	494	 	 	 	5	%	 	 	-	 	 	 	-	 	

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Advertising Service Revenues

We derive the majority of our advertising service revenues from the sale of advertising space and the provision of related technical support through the sale on our portal website 28.com, and through the sale of advertising time purchased from different TV programs to unrelated third parties and to some of our related parties. Historically, about 5-7% of our advertising service revenues were derived from parties related to some of the shareholders of the PRC Operating Entities. Our advertising services to related parties were provided in the ordinary course of business on the same terms as those provided to our unrelated advertising clients on an arm’s-length basis. We expect that our Internet advertising service revenue and TV advertising service revenue will continue to be the primary source, and constitute the substantial majority of, our revenues for the foreseeable future.

Our advertising service revenues are recorded net of any sales discounts. These discounts include volume discounts and other customary incentives offered to our advertising clients, including additional advertising time for their advertisements if we have unused places available on our website and represent the difference between our official list price and the amount we charge our advertising clients. Our advertising clients include advertisers that directly engage in advertisement placements with us and advertising agencies retained by some advertisers to place advertisements on the advertiser’s behalf.

We typically sign advertising contracts with our advertising clients that require us to place the advertisements on our portal website at specified places for specified periods, and/or to place the advertisements during our purchased advisement time in specific TV programs for specified periods. We recognize revenues as the advertisement appears on-line or airs over the contractual term based on the schedule agreed upon with our clients.

Factors that Affect Our Advertising Service Revenue:

·  	Macro-economy environment. The overall macro-economic environment has a large impact on the advertising service revenue.  When the macro-economy is strong, business entities are typically more willing to invest in advertising for a better distribution of their products and services.  Unlike traditional advertising service providers and, given our target market of SMEs, we have been able to remain relatively competitively dominant during the recent global economy crisis period.  We believe that, since our service typically requires a smaller initial investment than other forms of marketing, growth opportunities will continue to exist in the current economic environment.	
 
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·  	Governmental Advertising Industry Policy.  In conjunction with the development of the advertising industry of China, increasing levels of compliance policies are being promulgated by the relevant government authorities in relation to advertisement contents.  The new policies require the advertising publishers to set stricter standards for client selection and advertising content supervision.	

·  	Industry Competition.  The rapid development of the outdoor advertising business has caused new advertising service providers to enter into the market. This may increase competition for traditional advertising business and require us to keep a relatively competitive price to retain our client base.	

·  	Seasonal Factor.  Based on our past experience, our business reaches a seasonal low in and around the Chinese New Year.  This is traditionally a period where business activities are suspended for many people as they begin to prepare for the most important Chinese festival for the year.  Additionally, our business typically sees reduced revenues in and around the summer season (July and August) when many Chinese workers and families  take their annual summer leaves.	
 
Revenue Recognition
 
We typically sign standard advertising contracts with our advertising clients.  We recognize advertising service revenue ratably over the performance period of the advertising contract.
 
Advertising revenues, net of any sales discount are recognized ratably over the period in which the advertisement is displayed. Advertising revenues are recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition in Financial Statements” (“SAB 104”). In accordance with SAB 104, revenues are recognized when all four of the following criteria are met: (i) persuasive evidence of agreement exists; (ii) delivery of service has occurred; (iii) the price is both fixed and determinable; and (iv) collection of the resulting receivable is reasonably assured.
 
We generally bill and require our clients to pay a certain percentage of the advertising service fees before we provide the advertising service; however, this percentage may vary for different clients and different seasons.  We book the amount paid in advance before the service is delivered to customers and then transfer it to revenue when the related advertising service is provided. We book unpaid amounts as accounts receivable until we receive payment or determine the account receivable to be uncollectible. As of December 31, 2007 and 2008, and as of March 31, 2009, no allowance for doubtful accounts was provided, because we believe that there were no collectability issues for our outstanding accounts receivable balances for the periods indicated.
 
Cost of Revenues

     Our cost of revenues consists of costs directly related to the offering of our advertising services.

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     The following table sets forth our cost of revenues, divided into four segments, by amount and gross profit ratio for the periods indicated:
 
 	 	For the year ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(Amount expressed in thousands of US dollars, except percentages)	 	
 	 	Revenue	 	 	Cost	 	 	GP
ratio	 	 	Revenue	 	 	Cost	 	 	GP
ratio	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	11,292	 	 	 	4,671	 	 	 	59	%	 	 	7,570	 	 	 	4,674	 	 	 	38	%	
TV advertisement	 	 	7,007	 	 	 	5,939	 	 	 	15	%	 	 	-	 	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	3,081	 	 	 	3,154	 	 	 	(2	%)	 	 	-	 	 	 	-	 	 	 	-	 	
Bank kiosk	 	 	128	 	 	 	22	 	 	 	83	%	 	 	-	 	 	 	-	 	 	 	-	 	
Total	 	 	21,508	 	 	 	13,786	 	 	 	36	%	 	 	7,570	 	 	 	4,674	 	 	 	38	%	
 
 	 	For the three months ended March 31,	 	
 	 	2009	 	 	2008	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	
 	 	(Amount expressed in thousands of US dollars, except percentages)	 	
 	 	Revenue	 	 	Cost	 	 	GP
ratio	 	 	Revenue	 	 	Cost	 	 	GP
ratio	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Internet advertisement	 	 	3,684	 	 	 	858	 	 	 	77	%	 	 	1,516	 	 	 	1,378	 	 	 	9	%	
TV advertisement	 	 	5,742	 	 	 	5,040	 	 	 	12	%	 	 	-	 	 	 	-	 	 	 	-	 	
Internet advertisement resell	 	 	371	 	 	 	364	 	 	 	2	%	 	 	-	 	 	 	-	 	 	 	-	 	
Bank kiosk	 	 	-	 	 	 	15	 	 	 	N/A	 	 	 	-	 	 	 	-	 	 	 	-	 	
Total	 	 	9,797	 	 	 	6,277	 	 	 	36	%	 	 	1,516	 	 	 	1,378	 	 	 	9	%	
 
Advertising Service Cost

Our cost of revenues related to the offering of our advertising services mainly consists of Internet resources purchased from other portal websites, TV advertisement time costs purchased from TV stations and business taxes and surcharges.

Internet resources cost: The cost of Internet resources is the largest component of our cost of revenue for revenues from Internet advertisements. Typically, we purchase these resources from other well-known portal websites in China, including Baidu, Tengxun (QQ), Google, 163.com, Sina and Sohu.  These well-known portal websites provide sponsored search, advanced tracking, advanced traffic generation technologies, and other search engine optimization technologies that help our clients’ advertisements gain increased exposure and more visits or “hits”.

The primary factors affecting our Internet resources costs are the amount of website traffic generated and the feedback of our Internet advertising clients. If necessary, we may be forced to purchase more resources to increase the Internet advertisement exposure when the traffic on our website or with respect to a particular advertisement is relatively low during certain period.

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TV advertisement time cost:  TV advertisement time cost is the largest component of our cost of revenue for TV advertisement revenue. We purchase TV advertisement time from about ten different provincial TV stations and resell it to our TV advertisement clients.  We depend on the expertise of management and our understanding of historical performance to gain a competitive pricing advance and to control costs.
 
Business Taxes and Surcharges: Our business taxes and surcharges include the 5.5% business tax and an additional 3% surcharge, known as the cultural industry development surcharge, that our PRC Operating Entities must pay for revenues earned from advertising services provided in China.

Operating Expenses and Net Income

     Our operating expenses consist of selling expenses, general and administrative expenses and research and development expenses.  The following tables set forth our operating expenses, divided into their major categories by amount and as a percentage of our total revenues for the periods indicated.
 
 	 	For the year ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(Amount expressed in thousands of US dollars
except percentage)	 	
 	 	Amount	 	 	% of total revenue	 	 	Amount	 	 	% of total revenue	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	 	21,508	 	 	 	100	%	 	 	7,570	 	 	 	100	%	
Gross Profit	 	 	7,722	 	 	 	36	%	 	 	2,896	 	 	 	38	%	
Selling expenses	 	 	2,705	 	 	 	13	%	 	 	2,132	 	 	 	28	%	
General and administrative expenses	 	 	1,041	 	 	 	5	%	 	 	410	 	 	 	5	%	
Research and development expenses	 	 	202	 	 	 	1	%	 	 	106	 	 	 	1	%	
Total operating expenses	 	 	3,948	 	 	 	19	%	 	 	2,648	 	 	 	34	%	
 
 	 	For the three months ended March 31,	 	
 	 	2009
(Unaudited)	 	 	2008
(Unaudited)	 	
 	 	(Amount expressed in thousands of US dollars,
except percentage)	 	
 	 	Amount	 	 	% of total revenue	 	 	Amount	 	 	% of total revenue	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Revenue	 	 	9,797	 	 	 	100	%	 	 	1,516	 	 	 	100	%	
Gross Profit	 	 	3,520	 	 	 	36	%	 	 	138	 	 	 	9	%	
Selling expenses	 	 	1,462	 	 	 	15	%	 	 	197	 	 	 	13	%	
General and administrative expenses	 	 	349	 	 	 	4	%	 	 	137	 	 	 	9	%	
Research and development expenses	 	 	50	 	 	 	0	%	 	 	31	 	 	 	2	%	
Total operating expenses	 	 	1,861	 	 	 	19	%	 	 	365	 	 	 	24	%	

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 Selling expenses: Our selling expenses primarily consist of brand development advertising expenses that we paid to TV stations for promotions of our portal website 28.com on TV, other advertising and promotional expenses, staff salary, benefit and performance bonus, website server hosting and broadband leasing expenses and traveling and communication expenses.  Selling expenses accounted for 28%, 13% and 15% of our total revenues for 2007, 2008 and the first quarter of 2009, respectively. Among the selling expenses, the 28.com website brand development expenses on TV accounted for 70%-85% of the selling expenses for year 2007, 2008 and the first quarter of 2009.  As we continue to expand our client base, we will increase our sales force accordingly, which will result in an increase in salary expenses. We expect selling expenses to remain relatively stable as a percentage of total revenues.

General and administrative expenses: Our general and administrative expenses primarily consist of salaries and benefits for management, accounting and administrative personnel, office rentals, depreciation of office equipment, professional service fees, maintenance, utilities and other office expenses. General and administrative expenses accounted for 5%, 5% and 4% of our total revenues for 2007, 2008 and the first quarter of 2009, respectively. We expect that our general and administrative expenses will increase in future periods as we hire additional personnel and incur additional costs in connection with the expansion of our business and the improvement of our internal control systems in line with such expansion, and as we incur more professional services costs in connection with meeting the reporting requirements of SEC.

Research and development expenses: Our research and development expenses primarily consist of salaries and benefits for the research and development staff, equipment depreciation expenses, and office utilities and supplies allocated to the research and development department. We expect that our research and development expenses will increase in future periods as we will expand and optimize   our portal website and upgrade our ad marketing software.

Critical Accounting Policies
   
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements.

Foreign currency translation
 
The functional currency of our Company is United States dollars (“US$”), and the functional currency of our Hong Kong subsidiary, China Net HK, is Hong Kong dollars (“HK$”).  The functional currency of our Company’s PRC Operating Entities is the Renminbi, and PRC is the primary economic environment in which we operate.
 
For financial reporting purposes, the financial statements of our PRC Operating Entities, which are prepared using the Renminbi, are translated into our reporting currency, the United States Dollar (“U.S. dollar”). Assets and liabilities are translated using the exchange rate at each balance sheet date.  Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.
 
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Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions.  The resulting exchange differences are included in the determination of net income of the consolidated financial statements for the respective periods.
 
Revenue recognition
 
Our Company's revenue recognition policies are in compliance with Staff Accounting Bulletin No. 104, “Revenue Recognition”: (i) persuasive evidence of an arrangement exists, (ii) the service has been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured.
 
Advertising Revenue
 
Advertising revenues include revenues from TV advertising agency and Internet advertising, Internet advertising agency and sponsored search services. No revenue from advertising-for-advertising barter transactions was recognized because the transactions did not meet the criteria for recognition in EITF abstract issue no 99-17.  Advertising contracts establish the fixed price and advertising services to be provided.  Pursuant to advertising contracts, our Company provides advertisement placements in different formats, including but not limited to banners, links, logos, buttons, rich media and content integration. Revenue is recognized ratably over the period the advertising is provided and, as such, we consider the services to have been delivered. We treat all elements of advertising contracts as a single unit of accounting for revenue recognition purposes.  Based upon our credit assessments of our customers prior to entering into contracts, we determine if collectability is reasonably assured.  In situations where collectability is not deemed to be reasonably assured, our company recognizes revenue upon receipt of cash from customers, only after services have been provided and all other criteria for revenue recognition have been met.
 
Taxation
 
Income tax
 
i). We have a subsidiary incorporated in the British Virgin Islands (“BVI”).  Under the current law of the BVI, our BVI Subsidiary is not subject to tax on income or capital gains.  Additionally, upon payments of dividends by our BVI Subsidiary to its parent, no BVI withholding tax will be imposed.
 
ii). Our Hong Kong subsidiary does not conduct any substantive operations of its own. No provision for Hong Kong profits tax have been made in the financial statements as our Hong Kong subsidiary has no assessable profits for the years ended December 31, 2007, 2008 and the first quarter of 2009, respectively. Additionally, upon payments of dividends by CNET Online Hong Kong to its shareholders, no Hong Kong withholding tax will be imposed.
 
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iii).  Our PRC Operating Entities, being incorporated in the PRC, are governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”).  Effective from January 1, 2008, the EIT rate of PRC was changed from 33% of to 25%, and applies to both domestic and foreign invested enterprises.
 
l  	Rise King WFOE is a newly established software company qualified by the related PRC governmental authorities and was entitled to a two-year EIT exemption from its first profitable year and a 50% reduction of its applicable EIT rate, which is 25% of its taxable income for the exceeding three years. Rise King WFOE is exempt from EIT in 2008 and the first quarter of 2009.	
 
l  	Business Opportunity Online (“28.com”) was qualified as a High and New Technology Enterprise in the Beijing High-Tech Zone and was entitled to a preferential tax rate of 15% and is further entitled to a three year EIT exemption for its first three years of operations and a 50% reduction of its applicable EIT rate for the succeeding three years.  The exemption tax holiday for 28.com was from fiscal year 2005 to 2007.	
 
In March 2007, a new enterprise income tax law (the “New EIT”) in the PRC was enacted which became effective on January 1, 2008. The New EIT applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. On April 14, 2008, relevant governmental regulatory authorities released qualification criteria, application procedures and assessment processes for “high and new technology enterprise” status under the New EIT which would entitle qualified and approved entities to a favorable statutory tax rate of 15%. 28.com has not obtained the approval of its reassessment of the qualification as a “High and New Technology enterprise” as of December 31, 2008 and March 31, 2009.  Therefore, 28.com accounted for its current income tax using a tax rate of 25% for the year ended December 31, 2008 and the first quarter of 2009.  28.com will file an application for a tax refund to the tax authorities after it obtains the approval for its High and New Technology enterprise qualification for these periods.
 
l  	The applicable income tax rate for Beijing CNET Online was 25% for the years ended December 31, 2008, the first quarter of 2009, and 33% for the year ended December 31, 2007.	
 
Recently Issued Accounting Standards
 
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, provides a framework for measuring fair value, and expands the disclosures required for fair value measurements.  SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.  Although management will continue to evaluate the application of SFAS No. 157, management does not currently believe the adoption of SFAS No. 157 will have a material impact on our results of operations or financial position.
 
In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities.  SFAS 159 permits companies to measure certain financial instruments and certain other items at fair value.  The standard requires that unrealized gains and losses on items for which the fair value option has been elected to be reported in earnings. SFAS No. 159 is effective for us on January 1, 2008, although earlier adoption is permitted.  Although management will continue to evaluate the application of SFAS No. 159, management does not currently believe the adoption of SFAS No. 159 will have a material impact on the Group’s results of operations or financial position.
 
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In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 160, management does not currently believe the adoption of SFAS No. 160 will have a material impact on our results of operations or financial position.
 
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (SFAS 141(R)). SFAS 141(R) will significantly change the accounting for business combinations. Under SFAS 141(R) an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will change the accounting treatment for certain specific items, including:
 
·  	Acquisition costs will be generally expensed as incurred;	
 
·  	Non-controlling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date;	
 
·  	Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;	
 
·  	In process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;	
 
·  	Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date;	
 
·  	Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.	
 
SFAS 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 141(R), management does not currently believe the adoption of SFAS No. 141R will have a material impact on our results of operations or financial position.
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS161”), an amendment of FASB Statement No.133. The new standard requires enhanced disclosures to help investors better understand the effect of an entity’s derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Although management will continue to evaluate the application of SFAS No. 161, management does not currently believe the adoption of SFAS No. 161 will have a material impact on our results of operations or financial position.
 
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In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This new standard shall be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With General Accepted Accounting Principles”. Although management will continue to evaluate the application of SFAS No. 162, management does not currently believe the adoption of SFAS No. 162 will have a material impact on our results of operations or financial position.
 
In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60” (“SFAS 163”). The scope of SFAS163 is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. Although management will continue to evaluate the application of SFAS No. 163, management does not currently believe the adoption of SFAS No. 163 will have a material impact on our results of operations or financial position.
 
Operating Results

A.  	Results of Operations	
 
The following table sets forth a summary, for the periods indicated, of our consolidated results of operations. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period. (in thousand)
 
 	 	For the Years
Ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(US $)	 	 	(US $)	 	
 	 	 	 	 	 	 	
Sales	 	 	21,508	 	 	 	7,570	 	
Cost of sales	 	 	13,786	 	 	 	4,674	 	
Gross margin	 	 	7,722	 	 	 	2,896	 	
 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	
Selling expenses	 	 	2,705	 	 	 	2,132	 	
General and administrative expenses	 	 	1,041	 	 	 	410	 	
Research and development expenses	 	 	202	 	 	 	106	 	
 	 	 	3,948	 	 	 	2,648	 	
  Income from operations	 	 	3,774	 	 	 	248	 	
 	 	 	 	 	 	 	 	 	
Other income (expenses):	 	 	 	 	 	 	 	 	
Interest income	 	 	8	 	 	 	2	 	
Other income	 	 	-	 	 	 	-	 	
Other expenses	 	 	(20	)	 	 	(61	)	
 	 	 	(12	)	 	 	(59	)	
Income before income tax expense	 	 	3,762	 	 	 	189	 	
Income tax expense	 	 	962	 	 	 	405	 	
 	 	 	 	 	 	 	 	 	
Net income (loss)	 	 	2,800	 	 	 	(216	)	
 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	 	 	 	 	 	 	
Foreign currency translation gain (loss)	 	 	71	 	 	 	15	 	
Comprehensive income (loss)	 	 	2,871	 	 	 	(201	)	
 	 	 	 	 	 	 	 	 	
Earnings (loss) per share	 	 	 	 	 	 	 	 	
Earnings (loss) per common stock	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	280	 	 	 	(22	)	
 	 	 	 	 	 	 	 	 	
Weighted average number of common stock outstanding	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	10,000	 	 	 	10,000	 	

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 	 	For the three months
ended March 31,	 	
 	 	2009	 	 	2008	 	
 	 	(US $)	 	 	(US $)	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	
 	 	 	 	 	 	 	
Sales	 	 	9,797	 	 	 	1,516	 	
Cost of sales	 	 	6,277	 	 	 	1,378	 	
Gross margin	 	 	3,520	 	 	 	138	 	
 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	
Selling expenses	 	 	1,462	 	 	 	197	 	
General and administrative expenses	 	 	349	 	 	 	137	 	
Research and development expenses	 	 	50	 	 	 	31	 	
 	 	 	1,861	 	 	 	365	 	
Income (loss) from operations	 	 	1,659	 	 	 	(227	)	
 	 	 	 	 	 	 	 	 	
Other income (expenses):	 	 	 	 	 	 	 	 	
Interest income	 	 	2	 	 	 	1	 	
Other income	 	 	4	 	 	 	-	 	
Other expenses	 	 	-	 	 	 	-	 	
 	 	 	6	 	 	 	1	 	
Income (loss) before income tax expense	 	 	1,665	 	 	 	(226	)	
Income tax expense	 	 	386	 	 	 	33	 	
 	 	 	 	 	 	 	 	 	
Net income/(loss)	 	 	1,279	 	 	 	(259	)	
 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	 	 	 	 	 	 	
Foreign currency translation gain (loss)	 	 	3	 	 	 	12	 	
Comprehensive income (loss)	 	 	1,282	 	 	 	(247	)	
Earnings (loss) per share	 	 	 	 	 	 	 	 	
Earnings (loss) per common stock	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	128	 	 	 	(26	)	
 	 	 	 	 	 	 	 	 	
Weighted average number of common stock outstanding:	 	 	 	 	 	 	 	 	
Basic and diluted shares	 	 	10,000	 	 	 	10,000	 	

53

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 
Total Revenues: Our total revenues increased significantly from US$7.6 million in 2007 to US$21.5 million in 2008. This increase of approximately 183% was mainly the result of the following factors:
 
l  	Our new TV advertising services segment began in May 2008 and resulted in roughly US$7 million revenue in 2008.  We generated this US$7 million of TV advertising revenue by selling about 15,000 minutes of advertising time that we purchased from about ten provincial TV stations to about 230-240 of our TV advertisement clients in 2008.  Approximately 60 percent of our TV advertising clients were existing Internet advertising clients.  The other 40 percent were new clients that were developed by our sales team.	

l  	Our Internet advertising revenues also increased by over 4% to US$11.3 million in 2008 from US$7.6 million in 2007.  This was primarily the result of a successful brand building effort for 28.com that started in 2007 using both TV and the other well-known portal websites in China, more mature client service technologies, and a more experienced sale team.	

l  	In May 2008, we initiated an Internet advertisement agency that produced US$3 million of revenue.  This business unit focuses on the re-sale certain Internet resources that are purchased from other portal websites.  These resources include sponsored search, search engine traffic generation techniques and other portal resources to help our clients promote their businesses.  Although this business contributed about 14% of our total revenue in 2008, it is not considered a core business since it does not contribute in the brand building of 28.com and has low or even negative margins due to the high purchase cost of these Internet resources.	
 
Cost of revenues: Our total cost of revenues increased significantly to US$13.8 million in 2008 from US$ 4.7 million in 2007. This increase of approximately 194% was mainly the result of the following factors:
 
l  	Our Internet resources cost for Internet advertising revenue was approximately US$4.7 million and US$4.7 million (excluding business tax) in 2008 and 2007 respectively. In 2007, because we were formerly an Internet advertising agency that resold Internet advertising space on third-party site before we established our own portal website, we had less experience in running an Internet advertising business on our own portal website 28.com.  In 2007, due to our relative inexperience, we over-purchased Internet resources and could not use the resources to generate sufficient revenue due to the lack of a stable client base.  However, as we began developing 28.com and gained a better understanding of the Internet advertising marketplace, we changed our strategy and used these over-purchased resources to promote 28.com to many well known Chinese portal websites (including Sina, Baidu, Sohu, QQ, etc.).  We believe that this resulted in the significant increase of our revenue and client base in the following year 2008.	
 
54

 
l  	Our TV advertisement business launched in May 2008.  As a result, our TV advertising time purchased from TV stations increased from zero in 2007 to roughly US$5.9 million (excluding business tax) in 2008.  Management believes that this  increase is in line with new revenue generated by our TV advertising business unit.	

l  	In May 2008, we also launched our Internet advertisement agency.  This new business unit had cost of revenues of approximately US$3.1 million (excluding business tax) in 2008.  These costs were associated with Internet advertising resources that we  purchased from other portal websites (including Sina, Baidu, 163 and Google.). We normally purchase these Internet resources to provide value-added services to our Internet advertising clients who use 28.com. However, besides placing advertisements on 28.com, some of our advertising clients also seek  direct channels for their promotion.  As such, they purchase Internet resources from us because we can provide a lower price compared with market price for these direct channels. These resold resources include portal resources on other portal website that directly link to our client’s website and sponsored search resources.	

l  	Our business tax and surcharges increased significantly to US$0.8 million in 2008 from US$0.3 million in 2007.  This increase was a direct result of the increase in our revenues. Business tax and surcharges have not increased as significantly as our total revenue because business tax and surcharges for TV advertising revenues are calculated net of service income after deducting the amount paid to ending media providers as stipulated in the related business tax law of PRC.	
 
Gross Profit: As a result of the foregoing, our gross profit was US$7.7 million in 2008 as compared to US$2.9 million in 2007. According to our experience, the comprehensive gross margin for our four segments of revenue is about 35%-40%.
 
l  	The gross margin of our Internet advertising revenue increased to 59% in 2008 from 38% in 2007.  With the successful brand building effort that we made in 2007, 28.com has already been recognized as one of the most well known websites for SMEs and investors to find business opportunities and business parties in China.  This brand effect allowed us to significantly reduce the amount Internet sources that we need to  purchase from other portal website to maintain the same visit volume that we achieved via 28.com.	

l  	The gross margin of our TV advertising revenue is relatively stable at about 12%-15%, due to the relatively fixed time cost purchased from TV stations and the relatively stable selling price to our clients.	
 
55

 
l  	Internet advertising agency resale business is not our core business, and the gross margin for this part of business is relatively low at about 2%.	

l  	The gross margin of our bank kiosk unit is about 80%. This relatively high margin is achievable because of the higher fees generated from the larger, more sophisticated class of advertisers and the higher-end business outlets featured in this business. Our advertising clients in this business segment are banks, insurance companies and large auto manufactures.	
 
Operating Expenses:  Our operating expenses increased significantly to US$3.9 million in 2008 from US$2.6 million in 2007. This increase of $1.3 million or 50% was due to the following factors.
 
l  	Selling expenses: Selling expenses increased to US$2.7 million in 2008 from US$2.1 million in 2007. The increase in our selling expenses was mainly due to increased  brand development expenses for 28.com, higher staff performance bonuses caused by increased revenues, traveling expenses and other marketing expense due to expansion of our revenue and staff salary and benefits due to expansion of our sales force.	

l  	General and administrative expenses: General and administrative expenses increased significantly in 2008 to  US$1 million from US$0.4 million in 2007.  The increase in our general and administrative expenses was mainly due to increased staff salaries and benefits increased office, entertainment and travel expenses, in each case due to expansion of the business, and professional service charges due to upcoming SEC reporting and filing requirements.	

l  	Research and development expenses. Research and development expenses increased to US$0.2 million in 2008 from US$0.1 million in 2007.  This increase was a result of development costs related to our client services based Internet technology in 2008.	
 
Operating Profit (Loss): As a result of the foregoing, our operating profit increased significantly to US$3.7 million in 2008 from an operating loss of US$0.2 million in 2007.
 
Interest Income: Our interest income increased to US$0.008 million in 2008 from US$0.002 million in 2007.  This increase was primarily a result of higher cash and cash equivalent balances generated from our operating and financing activities.
 
Income Taxes: We recognized an income tax expense of approximately US$0.96 million in 2008 as compared to US$0.4 million in 2007.  Although we had a net loss in 2007, the brand development cost that we paid for promoting 28.com which is over certain percentage of our total revenue in 2007 was considered as non-deductible expenses for income tax expenses computation.
 
Net Income: As a result of the foregoing, our net income amounted to US$2.8 million in 2008 as compared to a net loss of US$0.2 million in 2007.

56

 
Three Months Ended March 31, 2009 (Unaudited) Compared to March 31, 2008 (Unaudited)
 
Total Revenues: For the three months ended March 31, 2009, our total revenues increased significantly to US$9.8 million from US$1.5 million for the three months ended March 31, 2008. This increase of approximately 553% was mainly the result of the following factors:
 
l  	Our new TV advertising services segment began in May 2008, which resulted in roughly US$5.7 million revenue in the first quarter of 2009.  We generated this US$5.7 million of TV advertising revenue by selling minutes of advertising time that we purchased from about ten provincial TV stations to about 180 of our TV advertisement clients in the first quarter of 2009.	
 
l  	Our Internet advertising revenues increased by approximately 146% from  US$3.7 million in the first quarter of 2009 from US$1.5 million in the first quarter of 2008.  This was primarily the result of our successful brand building effort for 28.com in 2007 and 2008 both on TV and via other well known websites in China, more mature client service technologies and a more experienced sale team.	

l  	Our Internet advertisement agency segment, also a new business of our Company, and was started in May 2008. Through this segment, we re-sell some Internet resources purchased from other portal websites to our existing Internet advertising clients to promote their businesses directly through sponsored search, search engine traffic generation techniques and portal resources of other portal website.  Since this business is not considered a core business and the gross margin of this business is very low, we only achieved US$0.37 million of revenue from this segment in the first quarter of 2009.	
 
Cost of revenues: Our total cost of revenues increased significantly to US$6.3 million in the first quarter of 2009 from US$1.4 million in the first quarter of 2008. This increase of approximately 350% was mainly the result of the following factors:
 
l  	Our Internet resources cost for Internet advertising revenue was approximately US$0.9 million for the three months ending March 31, 2009 as compared to approximately US$1.4 million in the same period of 2008. The change period over period reflects our growing experience and efficiency in managing our own portal website, 28.com, as well as in better purchasing and allocating third-party Internet resources for such website.	

l  	Our TV advertisement business started in May 2008.  As a result, our TV advertising time purchased from TV stations increased from zero in the first three months of 2008 to approximately US$5.0 million (excluding business tax) in same period of 2009.  Management believes that this increase is in line with new revenue generated by our TV advertising business unit.	

l  	In May 2008, we also launched our Internet advertising agency.  This new business unit had cost of revenues of roughly US$0.36 million in the first quarter of 2009.  These costs were associated with the Internet advertising resources that we purchased from other portal websites.	
 
Gross Profit: As a result of the foregoing, our gross profit was US$3.5 million in the first quarter of 2009 as compared to US$0.1 million in first quarter of 2008. According to our past experience, the comprehensive gross margin for our four segments of revenue is about 35%-40%.
 
57

 
Operating Expenses:  Our operating expenses increased significantly to US$1.9 million in the first quarter of 2009 from US$0.4 million in the first quarter of 2008.  This increase of approximately 375% was mainly due to the following factors:
 
l  	Selling expenses: In the first three months of 2009, our selling expenses increased to US$1.5 million from US$0.2 million in the first quarter of 2008. The increase was mainly due to increased brand development expenses for 28.com, traveling expenses and other marketing expense due to expansion of our revenue and staff salaries and benefits due to the expansion of our sales force.	

l  	General and administrative expenses: General and administrative expenses increased to US$0.3 million in the first quarter of 2009 from US$0.1 million in the first quarter of 2008.  This increase of approximately US$0.2 million was mainly due to increased staff salary and benefits and increased office expenses and travel expenses due to expansion of the business.	

l  	Research and development expenses.  For the three months ending March 31, 2009, our research and development expenses were approximately US$0.05 million.  This was an increase of approximately US$0.02 million as compared to the same period in 2008.  Most of the increase was caused by increased development costs of our client services based Internet technology.	
 
Operating Profit (Loss): As a result of the foregoing, our operating profit significantly increased to US$1.7 million in the first quarter of 2009 from an operating loss of US$0.2 million in the first quarter of 2008.
 
Interest Income: Our interest income increased to US$0.002 million in the first quarter of 2009 from US$0.001 million in the first quarter of 2008.  This increase was primarily a result of higher cash and cash equivalent balances generated from our operating and financing activities.
 
Income Taxes: We recognized an income tax expense of US$0.4 million in the first quarter of 2009 as compared to US$0.03 million in the first quarter of 2008.  Although we had a net loss in the first quarter of 2008, the brand development cost we paid for promoting 28.com which is over certain percentage of our total revenue in the first quarter of 2008 was considered as non-deductible expenses for income tax expenses computation.
 
Net Income: As a result of the foregoing, our net income for the first three months of 2009 was approximately US$1.3 million as compared to a net loss of approximately US$0.3 million in the first quarter of 2008.
 
B.           Liquidity and Capital Resources
 
Cash and cash equivalents represent cash on hand and deposits held at call with banks. We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.   As of December 31, 2008, we had cash and cash equivalents of US$2.7 million.  
 
Our liquidity needs include (i) net cash used in operating activities that consists of (a) cash required to fund the initial build-out and continued expansion of our network and (b) our working capital needs, which include advanced payment for advertising time purchased from TV stations, payment of our operating expenses and financing of our accounts receivable; and (ii) net cash used in investing activities that consists of the investments in bank kiosks outlets and other computer equipments. To date, we have financed our liquidity needs primarily through proceeds from our operating activities and short-term non-interest bearing loans borrowed from third parties.
 
58

 
For the year ended December 31, 2008 and 2007
 
The following table provides detailed information about our net cash flows for the periods indicated
 
 	 	Year ended December 31,	 	
 	 	2008	 	 	2007	 	
 	 	Amount in thousand of US dollars	 	
 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	821	 	 	 	557	 	
Net cash used in investing activities	 	 	(497	)	 	 	(103	)	
Net cash provided by (used in) financing actives	 	 	1,981	 	 	 	(238	)	
Effect of foreign currency exchange rate changes on cash	 	 	57	 	 	 	14	 	
Net increase in cash and cash equivalents	 	 	2,362	 	 	 	230	 	
 
Net cash provided by operating activates: Our net cash provided by operating activities increased to US$ 0.82 million in 2008 from US$0.56 million in 2007. This was mainly due to increased net profit in 2008 as compared to 2007. Additionally our increased revenue in 2008 also resulted in increased account receivables and prepayments for advertising time purchased from TV stations and certain performance guarantees paid to TV stations. As such, the net cash provided by operating activities did not increase as rapidly as net profit.
 
Net cash used in investing activities: Our net cash used in investing activities increased to US$ 0.5 million in 2008 from US$0.1 million in 2007. This was mainly the result of the purchase of bank kiosks outlets in 2008 which amounting about US$0.4 million.
 
Net cash provided by (used in) financing activities: Our net cash provided by financing activities increased to US$2 million as compared to net cash used in financing activities of approximately US$0.2 million in 2007.  Our net cash provided by financing activities was mainly from short-term non-interest bearing loan borrowed from third parties. These short-term loans will be paid off in 2009 due to the significant increase of net cash provided from our operating activities in the first quarter of 2009.
 
For three months ended March 31, 2009 and 2008

The following table provides detailed information about our net cash flows for the periods indicated
 
 	 	Three Months Ended March 31,	 	
 	 	2009
Unaudited	 	 	2008
Unaudited	 	
 	 	Amount in thousand of US dollars	 	
 	 	 	 	 	 	 	
Net cash provided by operating activities	 	 	1,493	 	 	 	(146	)	
Net cash used in investing activities	 	 	(34	)	 	 	(22	)	
Net cash provided by (used in) financing actives	 	 	(1,457	)	 	 	282	 	
Effect of foreign currency exchange rate changes on cash	 	 	4	 	 	 	15	 	
Net increase in cash and cash equivalents	 	 	6	 	 	 	129	 	
 
59

 
Net cash provided by operating activities: Our net cash provided by operating activities increased significantly to US$1.5 million in the first quarter of 2009 from a net cash amount used in operating activities of US$0.1 million in the first quarter of 2008.  This change was mainly due to the significant increase of the net profit in the first quarter in 2009.
 
Net cash used in investing activities: Net cash used in investing activities increased to US$0.03 million in the first quarter of 2009 from US$0.02 million in the first quarter of 2008. This was mainly the result of the increased purchase of office equipment in the first quarter of 2009.
 
Net cash provided by (used in) financing activities: Net cash used in financing activates increased significantly to US$1.5 million in the first quarter of 2009 as compared to net cash amount provided by financing activities of US$0.3 million in the first quarter of 2008. This change was the result of a short-term no-interest bearing loan made to a third party in the first quarter of 2009. This loan was paid back by the third party in May 2009.
    
C.  	Off-Balance Sheet Arrangements	

l  	Our Company signed new contracts with Internet resources providers and TV advertisement providers in 2009, which bind our Company to contractual obligations of US$5.9 million and US$0.2 million in year 2009 and 2010, respectively.	

l  	In April 19 2009, some franchisors were reported by China Central Television (“CCTV”) to have engaged in fraudulent franchise business advertising and the report also mentioned that one of the Company’s PRC Operating Subsidiaries, 28.com was suspected of being an accomplice in such fraud by posting franchisors' advertisement on its Internet advertisement platform. As for this matter, per the PRC Advertising Law, our Company as the publisher of advertisement has the obligation to check relevant documents and verify the content of the advertisement. The Internet information services regulations and anti unfair competition regulations have similar requirements for Internet advertisement publishers. However, based on the laws and regulations above, there is no mandatory requirement that the Company bears any responsibility for the franchiser’s business activities. Nevertheless, the possibility remains that 28.com may be subject to civil and administrative responsibilities per Articles 37 and 38 of the PRC Advertising Law, depending upon possible further investigation of competent authorities.	

D.  	Tabular Disclosure of Contractual Obligations	

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2008:

 	 	 	Office
rental
payments	 	 	Server hosting and board-band lease payments	 	 	Internet resources
and TV advertisement purchase payments	 	 	 
 
Total	 	
 	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
For the year ended
December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	-2009	 	 	 	260	 	 	 	133	 	 	 	17,903	 	 	 	18,296	 	
 	-2010	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
 	-2011	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
Total	 	 	 	780	 	 	 	133	 	 	 	20,821	 	 	 	21,734	 	
 
Our Company did not have any significant capital commitments as of December 31, 2008.
 
The following table sets forth our contractual obligations and commercial commitments as of March 31, 2009: (Unaudited)
 
 	 	 	Office
rental
payments	 	 	Server hosting and board-band lease payments	 	 	Internet resources
and TV advertisement purchase payments	 	 	 
 
Total	 	
 	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nine months ended
December 31, 2009	 	 	 	196	 	 	 	79	 	 	 	17,235	 	 	 	17,510	 	
Year ended December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	-2010	 	 	 	260	 	 	 	-	 	 	 	1,702	 	 	 	1,962	 	
 	-2011	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
Total	 	 	 	716	 	 	 	79	 	 	 	20,396	 	 	 	21,191	 	
 
The increase in contractual obligations and commercial commitments as of March 31, 2009 compared with December 31, 2008 is a net effect of new contractual obligations arising from the Company entering into new contacts with service providers and obligations already paid by our Company during the first quarter of 2009.

Our Company did not have any significant capital commitment as of March 31, 2009.

60

 
Description of Securities
 
Common Stock
 
We have 50,000,000 authorized shares of common stock, $.001 par value per share, of which 15,774,300 shares of common stock are issued and outstanding. Each holder of shares of common stock is entitled to one vote per share at stockholders’ meetings. Our Articles of Incorporation do not provide for cumulative voting for the election of directors. Holders of shares of common stock are entitled to receive, pro rata, such dividends as may be declared by the Board of Directors out of funds legally available therefor, and are also entitled to share, pro rata, in any other distributions to the stockholders. Upon any liquidation, dissolution or winding-up, holders of shares of common stock are entitled to share ratably in all assets remaining after payment of liabilities. Holders of shares of common stock do not have any preemptive rights or other rights to subscribe for additional shares. The outstanding shares of common stock are paid for, fully paid and non-assessable.
 
Market Price of and Dividends on Common Equity and Other Shareholder Matters.
 
There is no change in the market for our securities as a result of the Share Exchange. Our common stock, par value $0.001, is listed for quotation in the  OTCBB  under the symbol “EMZG”. Once our planned name change to “China Net Online Holdings Inc.” is effective, we will obtain a new trading symbol and report our new symbol on a Current Report on From 8-K. There is no active trading market in our securities.
 
As of June 30, 2009, there were 81 holders of record of our common stock.
 
We have never paid any dividends and we plan to retain earnings, if any, for use in the development of the business. Payment of future dividends, if any, will be at the discretion of the Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs. If we ever determine to pay a dividend, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency from China for the payment of such dividends from the profits of the PRC Operating Subsidiaries. Please see additional discussion under Item 2.01, “Completion of Acquisition or Disposition of Assets - Government Regulation - Dividend Distribution”.
 
Indemnification of Directors and Officers
 
Our officers and directors are indemnified as provided by the Nevada Revised Statutes (“NRS”)and our bylaws.
 
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
 
 	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;	
 
 	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);	
 
61

 
 	(3)	a transaction from which the director derived an improper personal profit; and	
 
 	(4)	willful misconduct.	
 
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
  
 	(1)	such indemnification is expressly required to be made by law;	
 
 	(2)	the proceeding was authorized by our Board of Directors;
 	
 	(3)	such indemnification is provided by us, in our sole discretion pursuant to the powers vested us under Nevada law; or	
 
 	(4)	such indemnification is required to be made pursuant to the bylaws.	
 
Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
 
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Principal Stockholders
 
The following table sets forth certain information regarding beneficial ownership of our common stock as of June 30, 2009 (after giving effect to the Share Exchange, the Cancelled Shares, and the share issuance described in Item 1.01 of this Current Report) by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of June 30, 2009, we had 15,774,300 shares of common stock issued and outstanding.
 
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Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless otherwise noted, the principal address of each of the stockholders, directors and officers listed below is China Net Online Media Group Limited, No. 3 Min Zhuang Road, Building 6, Yu Quan Hui Gu  Tuspark, Haidian District, Beijin, PRC 100195.
 
All share ownership figures include shares of our common stock issuable upon securities convertible or exchangeable into shares of our common stock within sixty (60) days of June 30, 2009, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.
 
Name and Address of Beneficial Owner	 	Amount and
Nature of
Beneficial
Ownership	 	 	Percentage of
Outstanding Shares of
Common Stock	 	
 	 	 	 	 	 	 	
Rise King Investments Limited (1) (6)	 	 	7,434,940	 	 	 	47.13	%	
 	 	 	 	 	 	 	 	 	
Star (China) Holdings Limited (2)	 	 	1,279,080	 	 	 	8.11	%	
 	 	 	 	 	 	 	 	 	
Surplus Elegant Investment Limited (3)	 	 	1,879,080	 	 	 	11.91	%	
 	 	 	 	 	 	 	 	 	
Allglad Limited (4)	 	 	1,279,080	 	 	 	8.11	%	
 	 	 	 	 	 	 	 	 	
Clear Jolly Holdings Limited (5)	 	 	1,279,080	 	 	 	8.11	%	
 	 	 	 	 	 	 	 	 	
Li Sun (6)	 	 	7,434,940	 	 	 	47.13	%	
 	 	 	 	 	 	 	 	 	
Handong Cheng (6)	 	 	7,434,940	 	 	 	47.13	%	
 	 	 	 	 	 	 	 	 	
Xuanfu Liu (6)	 	 	7,434,940	 	 	 	47.13	%	
 	 	 	 	 	 	 	 	 	
Kotoi Horofumi (7)	 	 	1,279,080	 	 	 	8.11	% 	
 	 	 	 	 	 	 	 	 	
Hai Cui	 	 	 	 	 	 	*	 	
 	 	 	 	 	 	 	 	 	
Wen Hu	 	 	 	 	 	 	*	 	
 	 	 	 	 	 	 	 	 	
Li Wang	 	 	 	 	 	 	 *	 	
 	 	 	 	 	 	 	 	 	
Bing Zhang	 	 	 	 	 	 	 *	 	
 	 	 	 	 	 	 	 	 	
Min Wu	 	 	 	 	 	 	 *	 	
 	 	 	 	 	 	 	 	 	
XinWei Liu	 	 	 	 	 	 	 *	 	
 	 	 	 	 	 	 	 	 	
All Directors, Executive Officers and Director Nominees, as a group (6) (7)	 	 	8,714,020	 	 	 	55.24	% 	
 
* Less than one percent

 	(1)	The business address of Rise King Investments Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.	

 	(2)	The business address of Star (China) Holdings Limited is P.O. Box 957, Offshore Incorporations, Center, Road Town, Tortola, British Virgin Islands.	

 	(3)	The business address of Surplus Elegant Investments Limited is Portcullis Trustnet Chambers, Road Town, Tortola, British Virgin Islands.	

 	(4)	The Business address of Allglad Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.	

 	(5)	The business address of Clear Jolly Holdings Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.	
 	 	 	
 	(6)	In accordance with an Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited (“Rise King”) and Handong Cheng, Xuanfu Liu and Li Sun (collectively, the “Grantees”), Rise King collectively delegated to the Grantees its direct or indirect rights as a stockholder of China Net Online Media Group Limited, CNET Online Technology Limited, Rise King Century Technology Development (Beijing) Co., Ltd., or any subsidiaries of such companies (collectively, the “Covered Companies”), including the direct or indirect right to vote any equity interest in the Covered Companies, or to designate the management of such companies. As a result of the delegation of authority under the Entrustment Agreement, Mr. Cheng, Mr. Liu and Ms. Sun may be deemed to be beneficial owners of the shares of our common stock held by Rise King. Each of Mr. Cheng, Mr. Liu and Ms. Sun disclaim such beneficial ownership, and this Current Report shall not be deemed to be an admission that Mr. Cheng, Mr. Liu or Ms. Sun is the beneficial owner of any such shares for any purpose.	
 	 	 	
 	(7)	Kotoi Horofumi is the controlling shareholder of Star (China) Holdings Limited and may be deemed to be an indirect beneficial owner of any shares directly held by such entity. Mr. Horofumi disclaims such beneficial ownership, and this Current Report shall not be deemed an admission that Mr. Horofumi is the beneficial owner of any such shares for any purpose.	
 
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Item 3.02 Unregistered Sales of Equity Securities

In connection with the Share Exchange, on the Closing Date, we issued an aggregate of 13,790,800 shares of our common stock to the China Net Shareholders.  We received in exchange from the China Net Shareholders 10,000 shares of China Net, representing 100% of the issued and outstanding shares of China Net, which exchange resulted in China Net becoming our wholly-owned subsidiary.  We relied on the status of the China Net Shareholders as either accredited investors (as defined under Regulation D under Securities Act of 1933, as amended) or as non-US persons (as defined under Regulation S under Securities Act), in connection with an exemption from Securities Act registration.
 
Item 5.01Changes In Control of Registrant

On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired 10,000 ordinary shares of China Net, representing all of the issued and outstanding shares of China Net, in exchange for the issuance in the aggregate of 13,790,800 shares of our common stock to the shareholders of China Net, representing approximately 87.43% of our shares of Common Stock issued and outstanding. Accordingly,  the Share Exchange caused a change in control.

Other than the transactions and agreements disclosed in this Form 8-K, we know of no other arrangements which may result in a change in control of the Company.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the closing of the Share Exchange, there was a change in our Board of Directors and executive officers.  Mr. G. Edward Hancock, who had served as our sole executive officer and director, resigned as an officer effective immediately, and after appointing Mr. Handong Cheng to serve as Chairman of the Board, he tendered his resignation as a director, with such resignation to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders (the “Effective Date”).  Our Board of Directors then appointed Handong Cheng to serve as Chairman, Chief Executive Officer and President, Zhige Zhang to serve as Chief Financial Officer and Treasurer, and Xuanfu Liu to serve as Chief Operating Officer and Secretary.  Also in connection with the Share Exchange, the Board of Directors appointed Mr. Zhige Zhang, and is appointing Mr. Kotoi Horofumi to serve as directors, with such appointment to be effective on the Effective Date.  Messrs. Cheng, Zhang and Horofumi will serve as directors of our Board of Directors and shall hold office until the next election of directors by stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal.

Set forth below is information regarding our current directors, executive officers and director nominees.

Name	 	Age	 	Position	
Handong Cheng	 	38	 	Chairman of the Board, Chief Executive Officer and President	
Zhige Zhang	 	35	 	Chief Financial Officer, Treasurer and Director Nominee	
Kotoi Horofumi	 	46	 	Director Nominee	
Xuanfu Liu	 	43	 	Chief Operating Officer and Secretary	
Hai Cui	 	39	 	Vice President, Head of Bank Kiosk Unit	
Wen Hu	 	40	 	Vice President, Head of Television Operations	
Li Wang	 	45	 	Vice President, Head of Human Resources	
Bing Zhang	 	39	 	Vice President, Head of Business Development and Administration	
Min Wu	 	36	 	Finance Director	
Xinwei Liu	 	33	 	Vice General Manager, Head of 28.com	

Handong Cheng, Chief Executive Officer, President and Director

Mr. Cheng has served as Chief Executive Officer of China Net since September 2007.  Prior to that role, from October 2003 to September 2007, Mr. Cheng acted as President of China Net Online Advertising Limited.  Mr. Cheng holds an EMBA from Guanghua School of Management in Beijing, and a degree in economic law from the College of Law of Wuhan University.
 
Zhige Zhang, Chief Financial Officer, Treasurer and Director

           Mr. Zhang has served as Chief Financial Officer of China Net since January 2009.  Prior to that role, from January 2008 to January 2009, Mr. Zhang served as Executive Director of China Net.  From January 2007 to December 2007, Mr. Zhang was Director and Vice President of Fu Jian Rong Ji Software Limited.  From August 2002 to December 2006, Mr. Zhang acted as Chief Operating Officer of Beijing HSHZ Information System Engineering Company.  Mr. Zhang holds a degree in industry design from Guilin University of Electronic Technology.

Kotoi Horofumi, Director
 
Mr. Horofumi is the President of SJ Holdings Inc. and has served as President since July 2009.  From June 2001 to July 2009, Mr. Horofumi served as Vice President of SJ Holdings Inc.  Mr. Horofumi holds a Ph.D in Information Technology from the University of Tokyo.
 
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Xuanfu Liu, Chief Operating Officer and Secretary

Mr. Liu joined Business Opportunity Online as a Vice President in January 2004, and has served as Chief Operating Officer of China Net since September 2007.  Prior to joining Business Opportunity Online, Mr. Liu acted as a human resources officer at Chang Jiang Wired Electricity Factory in Wuhan, China.  Mr. Liu is the brother of Xinwei Liu.

Hai Cui, Vice President

Mr. Cui has served as a Vice President and Head of the Bank Kiosk Unit since 2008.   Prior to serving in that role, from 2005 to 2007, Mr. Cui served as a director and General Manager of Shanghai Borongdingsi. From 2001 to 2005, Mr. Cui was General Manager of Guang Zhou Hui Gang Technology Co., Limited.  Mr. Cui holds a M.S. in Computer Engineering from the College of Information Engineering, University of Zhengzhou.
 
Wen Hu, Vice President

Mr. Hu has served as a Vice President and Head of Television Operations since October 2007.   Prior to serving as a Vice President of China Net, from October 2005 to September 2007, Mr. Hu acted as Vice General Manager of China Net in a leadership role in our television unit.  Prior to joining China Net, from March 1999 to February 2004, Mr. Hu was Vice General Manager of Beijing Te Li Jie Tidy Technology Limited.  Mr. Hu graduated in 1991 from Hu Bei Xiao Gan City Radio and Television University.

Li Wang, Vice President

Ms. Wang has served as a Vice President and Head of Human Resources since September 2007.  Prior to serving in that role, from August 2005 to August 2007, Ms. Wang acted as Senior Financial Director of China Net Online Advertising Limited.  From November 2001 to July 2005, Ms. Wang acted as Financial Director for Tidynet Cleaning Technology Limited, Beijing.  Ms. Wang holds a degree in accounting from Hu Bei Xiao Gan District Business School (Now Xiao Gan Professional Technology College).
 
Bing Zhang, Vice President

Mr. Zhang has served as a Vice President and Head of Business Development and Administration since 2008.   Prior to serving in that role, from 2004 to 2007, Mr. Zhang acted as a Senior Consultant to China Net Online Advertising Limited. From 2001 to 2003, Mr. Zhang acted as General Manager for Shanghai JOINNS Company.  Mr. Zhang holds a M.S. in Chemical Engineering Technology from School of Chemical Engineering, University of Zhengzhou.

Min Wu, Finance Director

Ms. Wu has served as Finance Director and principal accounting officer of China Net since February 2009.  Prior to serving in that role, from May 2005 to December 2007, Ms. Wu acted as Financial Manager of Neotel Telecom Engineering Co., Limited.  From February 2001 to May 2003, Ms. Wu acted as Accountant for Shenzhen Branch of Shanghai Pudong Development Bank.  Ms. Wu holds a degree in business management from Zhongnan University of Economics and Law, and a MBA from University of Science and Technology, Beijing.

Xinwei Liu, Vice General Manager

Mr. Liu has served as Vice General Manager and Head of 28.com since 2005. Prior to becoming Vice General Manager of China Net, from 2003 to 2005, Mr. Liu acted as Managing Director of the China Net Advertising Department. Mr. Liu is the brother of Xuanfu Liu.
 
Family Relationships
 
There are no family relationships between any of our directors or executive officers except that Mr. Xuanfu Liu is the brother of Mr. Xinwei Liu.
 
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Compensation of Officers
 
The following table sets forth all cash compensation paid by us, as well as certain other compensation paid or accrued, in 2007 and 2008 to each of the following named executive officers.

  Summary Compensation of Named Executive Officers

Name and Principal Position	 	Fiscal Year	 	 	Salary ($)	 	 	Total ($)	 	
 	 	 	 	 	 	 	 	 	 	
G. Edward Hancock
Former President	 	 	2008
2007	 	 	$
$	6,300
3,232	 	 	$
$	6,300
3,232	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Handong Cheng,
Chairman of the Board,
President, Chief Executive Officer	 	 	2008
2007	 	 	$
$
 	12,009
8,824
 	 	 	$
$
 	12,009
8,824

Zhige Zhang,
Chief Financial Officer, Treasurer and Secretary	 	 	2008
2007	 	 	 	-
-	 	 	 	-
-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Xuanfu Liu
Chief Operating Officer and Secretary	 	 	2008
2007	 	 	 	-
-	 	 	 	-
-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Hai Cui
Vice President, Head of Bank Kiosk Unit	 	 	2008
2007	 	 	 	 -
-	 	 	 	-
-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Wen Hu
Vice President, Head of Television Operations	 	 	2008
2007	 	 	$
$	7,531
-	 	 	$
$	7,531
-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Li Wang
Vice President, Head of Human Resources	 	 	2008
2007	 	 	$
$	8,999
6,096	 	 	$
$	8,999
6,096	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Bing Zhang
Vice President, Head of Business Development
and Administration	 	 	2008
2007	 	 	 	-
-
 	 	 	 	-
-

Min Wu
Finance Director	 	 	2008
2007	 	 	 	-
-	 	 	 	-
-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Xinwei Liu
Vice General Manager, 28.com	 	 	2008
2007	 	 	$
$	9,729
7,721	 	 	$
$	9,729
7,721	 	
 
During each of the last two fiscal years, none of our other officers had salary and bonus greater than $12,009.  In addition, our executive officers and/or their respective affiliates will be reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than our Board of Directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
 
We are currently negotiating definitive employment agreements with our executive officers.
 
Director Compensation
 
Our directors are reimbursed for expenses incurred by them in connection with attending Board of Directors’ meetings, but they do not receive any other compensation for serving on the Board of Directors, but may participate in the Company’s incentive compensation program.
 
Certain Relationships and Related Transactions, and Director Independence
 
Director Independence

We do not have any independent directors and our board of directors is in the process of searching for suitable candidates.  Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulleting Board are not required to have board committees.  However, at such time in the future that we appoint independent directors on our board we expect to form the appropriate board committees.

Certain Relationships and Related Transactions
 
PRC law currently limits foreign equity ownership of companies that provide value-added telecommunication services and advertisement services (in case the parent company is not qualified).  To comply with these foreign ownership restrictions, we operate our business in China through a series of contractual arrangements with the PRC Operating Subsidiaries and its shareholders.  Some of the shareholders of the PRC Operating Subsidiaries are also our directors and executive officers. These agreements are summarized as follows:

Exclusive Business Cooperation Agreements
 
Pursuant to Exclusive Business Cooperation Agreements entered into by and between Rise King WFOE and each of the PRC Operating Subsidiaries in October 2008, Rise King WFOE has the exclusive right to provide to the PRC Operating Subsidiaries complete technical support, business support and related consulting services, which include, among other things, technical services, business consultations, equipment or property leasing, marketing consultancy and product research. Each PRC Operating Subsidiary has agreed to pay an annual service fee to Rise King WFOE equal to 100% of its audited total amount of operational income each year.  Each PRC Operating Subsidiary has also agreed to pay a monthly service fee to Rise King WFOE equal to 100% of the net income generated on a monthly basis. The payment and terms of payment are fixed to ensure that Rise King WFOE obtains 100% of the net income for that month, although adjustments may be made upon approval by Rise King WFOE to provide for operational needs. If at year end, after an audit of the financial statements of any PRC Operating Subsidiary, there is determined to be any shortfall in the payment of 100% of the annual net income, such PRC Operating Subsidiary must pay such shortfall to Rise King WFOE. Each agreement has a ten-year term, subject to renewal and early termination in accordance with the terms therein.
 
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Exclusive Option Agreements
 
Under Exclusive Option Agreements entered into by and among Rise King WFOE, each of the PRC Shareholders, dated as of October 8, 2008, each of the PRC Shareholders irrevocably granted to Rise King WFOE or its designated person an exclusive option to purchase, to the extent permitted by PRC law, a portion or all of their respective equity interest in any PRC Operating Subsidiary for a purchase price of RMB 10 or a purchase price to be adjusted to be in compliance with applicable PRC laws and regulations. Rise King WFOE or its designated person has the sole discretion to decide when to exercise the option, whether in part or in full. Each of these agreements has a ten-year term, subject to renewal at the election of Rise King WFOE.
 
Equity Pledge Agreements
 
Under the Equity Pledge Agreements entered into by and among Rise King WFOE, the PRC Operating Subsidiaries and each of the PRC Shareholders, dated as of October 8, 2008, the PRC Shareholders pledge, all of their equity interests in  PRC Operating Subsidiaries to guarantee Beijing CNET Online’s performance of its obligations under the Exclusive Business Cooperation Agreement. If Beijing CNET Online or any of the PRC Shareholders breaches his/her respective contractual obligations under this agreement, or upon the occurrence of one of the events regarded as an event of default under each such agreement, Rise King WFOE, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interests. The PRC Shareholders of the PRC Operating Subsidiaries agree not to dispose of the pledged equity interests or take any actions that would prejudice Rise King WFOE's interest, and to notify Rise King WFOE of any events or upon receipt of any notices which may affect Rise King WFOE's interest in the pledge. Each of the equity pledge agreements will be valid until all the payments due under the Exclusive Business Cooperation Agreement have been fulfilled.
 
Irrevocable Powers of Attorney
 
The PRC Shareholders have each executed an irrevocable powers of attorney, dated as of October 8, 2008, to appoint Rise King WFOE as their exclusive attorneys-in-fact to vote on their behalf on all PRC Operating Subsidiary matters requiring shareholder approval.  The term of each power of attorney is valid so long as such shareholder is a shareholder of the respective PRC Operating Subsidiary.
 
Cooperation Agreement and its Supplementary Agreement
 
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Shanghai Borongdonsi is owned 51% by Beijing CNET Online.  Beijing CNET Online and Shanghai Borongdingsi entered into a cooperation agreement in June 2008, followed up with a supplementary agreement in December 2008, to conduct e-banking advertisement business. Pursuant to the cooperation agreements, Beijing CNET Online committed to purchase equipment, and to provide working capital, technical and other related support to Shanghai Borongdingsi.  Beijing CNET Online owns the equipment used in the kiosk business, is entitled to sign contracts in its name on behalf of the business, and holds the right to collect the advertisement revenue generated from the kiosk business exclusively until the recovery of the cost of purchase of the equipment.  Thereafter, Beijing CNET Online has agreed to distribute 49% of the succeeding net profit generated from the e-banking business, if any, to the minority shareholders of Shanghai Borongdingsi.  The cooperation arrangement is valid till December 2010.
 
Entrustment Agreement
 
In accordance with an Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited (“Rise King”) and Handong Cheng, Xuanfu Liu, and Li Sun (collectively, the “Grantees”), Rise King collectively delegated to the Grantees its direct or indirect rights as a stockholder of China Net Online Media Group Limited, CNET Online Technology Limited, Rise King Century Technology Development (Beijing) Co., Ltd., or any subsidiaries of such companies (collectively, the “Covered Companies”), including the direct or indirect right to vote any equity interest in the Covered Companies, or to designate the management of such companies. As a result of the delegation of authority under the Entrustment Agreement, Mr. Cheng, Mr. Liu and Ms. Sun may be deemed to be beneficial owners of the shares of our common stock held by Rise King. Each of Mr. Cheng, Mr. Liu and Ms. Sun disclaim such beneficial ownership, and this Current Report shall not be deemed to be an admission that Mr. Cheng, Mr. Liu, or Ms. Sun is the beneficial owner of any such shares for any purpose.
 
Share Transfer Agreement

Each of the PRC Shareholders entered into a share transfer agreement (the “Share Transfer Agreements”) with Mr. Yang Li, the sole shareholder of Rise King BVI, which is a 55% shareholder of China Net for purpose of granting incentive options to the PRC Shareholders for the contributions that they have made and will continue to make to Rise King BVI. Under the Share Transfer Agreements, Mr. Li granted to each of the PRC Shareholders an option to acquire, in the aggregate 10,000 shares of Rise King BVI (4,600 by Mr. Handong Cheng, 3,600 by Mr. Xuanfu Liu and 1,800 by Ms. Li Sun), representing 100% of the issued and outstanding shares of Rise King BVI, at a purchase price of $1 per share (the par value of Rise King BVI’s common stock), provided that certain financial performance thresholds are met by the China Net Companies.

Under the terms of each Share Transfer Agreement, the PRC Shareholders will have the right to purchase the aggregate 10,000 shares of Rise King BVI as follows: (1) one-third of the shares at $1 per share if the China Net Companies generate at least RMB 100,000,000 of gross revenue for the twelve-month period from January 1, 2009 to December 31, 2009; (2) one-third of the shares at $1 per share when the China Net Companies generate at least RMB 60,000,000 of gross revenue for the six-month period from January 1, 2010 to June 30, 2010; and (3) one-third of the shares at $1 per share when the China Net Companies generate at least RMB 60,000,000 of gross revenue for the six-month period from July 1, 2010 to December 31, 2010.  In the event that the China Net Companies do not achieve any of the performance targets specified above, the PRC Shareholders may exercise the applicable option at the alternative exercise price of $2 per share. If the PRC Shareholders purchase all shares eligible for purchase under the Share Transfer Agreement, the PRC Shareholders will become China Net’s controlling shareholders through their beneficial ownership of Rise King BVI.

The Share Transfer Agreements were entered into on April 28, 2009. Subject to registering with the State Administration of Foreign Exchange (SAFE) prior to the exercise and issuance of the option shares under the Share Transfer Agreements, which is an administrative task, there is no prohibition under PRC laws for the PRC Shareholders to earn an interest in Rise King BVI after the PRC Restructuring is consummated in compliance with PRC law.
 
Item 5.06 Change in Shell Company Status

As described in Item 1.01 of this Form 8-K, on June 26, 2009, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding ordinary shares of China Net in exchange for the issuance of the Shares to the shareholders of China Net.

As a result of the Share Exchange, China Net became our wholly-owned operating subsidiary and, upon the issuance of the Shares, the former shareholders of China Net owned in the aggregate, approximately 87.43% of all of our issued and outstanding stock. We currently have a total of 15,744,300 issued and outstanding shares of Common Stock.

As the result of the consummation of the Share Exchange, we would not be considered a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Item 8.01 Other Events

On June 29, 2009, we issued a press release announcing the consummation of the  transactions contemplated by the Share Exchange Agreement. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits
 
(a) Financial Statements of Business Acquired

(i) Audited Financial Statements of China Net Online Media Group Limited as of and for the fiscal years ended December 31, 2008 and 2007 and the notes related thereto
 
(b) Proforma Financial Information

(i) Unaudited proforma financial statements of Emazing Interactive, Inc. and the notes realted thereto

(d) Exhibits

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Exhibit No.	 
Description	
2.1	Share Exchange Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc., G. Edward Hancock, China Net Online Media Group Limited, and the shareholders of China Net Online Media Group Limited.	
2.2	Escrow Agreement, dated as of June 8, 2009, by and between Emazing Interactive, Inc., China Net Online Media Group Limited, Edward Hancock and Leser, Hunter, Taubman & Taubman.	
3.1	Articles of Incorporation of Emazing Interactive, Inc., as amended	
4.1	Registration Rights Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc. and certain stockholders listed therein.	
10.1	Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Beijing CNET Online Advertising Co., Ltd.	
10.2	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.3	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.4	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.5	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.6	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.7	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.8	Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.9	Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.10	Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.11	Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.12	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.13	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

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10.14	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.15	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.16	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.17	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.18	Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.19	Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.20	Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.21	Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited and Handong Cheng, Xuanfu Liu and Li Sun.	
10.22	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Handong Cheng	
10.23	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Xuanfu Liu	
10.24	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Li Sun	
10.25	Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement, dated August 7, 2008, by and between Henan Branch of China Construction Bank and Shanghai Borong Dingsi Computer Technology Co., Ltd.	
10.26	Cooperation Agreement, dated July 8, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd.	
10.27	Supplemental Agreement to the Cooperation Agreement, dated December 10, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd.	
10.28	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Business Opportunity Online (Beijing) Network Technology Ltd. Co.	
10.29	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Beijing CNET Online Advertising Co., Ltd.	
10.30	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Rise King Century Technology Development (Beijing) Co., Ltd.	
23.1	Consent of Bernstein & Pinchuk LLP	
99.1	Press Release dated June 29, 2009	
 
70

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:      /s/ Handong Cheng                       
Name: Handong Cheng
Title:   Chief Executive Officer
Dated: July 2, 2009
 
71

 
Exhibit No.	 
Description	
2.1	Share Exchange Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc., G. Edward Hancock, China Net Online Media Group Limited, and the shareholders of China Net Online Media Group Limited.	
2.2	Escrow Agreement, dated as of June 8, 2009, by and between Emazing Interactive, Inc., China Net Online Media Group Limited, Edward Hancock and Leser, Hunter, Taubman & Taubman.	
3.1	Articles of Incorporation of Emazing Interactive, Inc., as amended	
4.1	Registration Rights Agreement, dated as of June 26, 2009, by and among Emazing Interactive, Inc. and certain stockholders listed therein.	
10.1	Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Beijing CNET Online Advertising Co., Ltd.	
10.2	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.3	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.4	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.5	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.6	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.7	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.8	Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.9	Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.10	Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Beijing CNET Online Advertising Co., Ltd.	
10.11	Exclusive Business Cooperation Agreement, dated October 8, 2008, by and between Rise King Century Technology Development (Beijing) Co., Ltd. and Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.12	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.13	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

 

 
 
10.14	Exclusive Option Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.15	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Handong Cheng with respect to Mr. Cheng’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.16	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Xuanfu Liu with respect to Mr. Liu’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.17	Equity Interest Pledge Agreement, dated as of October 8, 2008, by and among Rise King Century Technology Development (Beijing) Co., Ltd., Business Opportunity Online (Beijing) Network Technology Co., Ltd. and Li Sun with respect to Ms. Sun’s equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.18	Power of Attorney of Handong Cheng, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.19	Power of Attorney of Xuanfu Liu, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as his agent and attorney in connection with his equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.20	Power of Attorney of Li Sun, dated as of October 8, 2008, appointing Rise King Century Technology Development (Beijing) Co., Ltd. as her agent and attorney in connection with her equity interest in Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
10.21	Entrustment Agreement, dated June 5, 2009, by and between Rise King Investments Limited and Handong Cheng, Xuanfu Liu and Li Sun.	
10.22	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Handong Cheng	
10.23	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Xuanfu Liu	
10.24	Share Transfer Agreement, dated April 28, 2009, by and between Yang Li and Li Sun	
10.25	Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement, dated August 7, 2008, by and between Henan Branch of China Construction Bank and Shanghai Borong Dingsi Computer Technology Co., Ltd.	
10.26	Cooperation Agreement, dated July 8, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd.	
10.27	Supplemental Agreement to the Cooperation Agreement, dated December 10, 2008, by and between Beijing CNET Online Advertising Co., Ltd. and Shanghai Borongdingsi Computer Technology Co., Ltd.	
10.28	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Business Opportunity Online (Beijing) Network Technology Ltd. Co.	
10.29	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Beijing CNET Online Advertising Co., Ltd.	
10.30	Office Lease Agreement, dated January 1, 2009, by and between Beijing YuQuanHuiGu  Realty Management Ltd. Co. and Rise King Century Technology Development (Beijing) Co., Ltd.	
23.1	Consent of Bernstein & Pinchuk LLP	
99.1	Press Release dated June 29, 2009	

 

 
 
CHINA NET ONLINE MEDIA GROUP LIMITED

CONSOLIDATED FINANCIAL STATEMENTS
 
CONTENTS

 	Pages	
 	 	
Report of independent registered public accounting firm	F-1	
 	 	
Consolidated balance sheets as at December 31, 2008 and 2007	F-2	
 	 	
Consolidated statements of operations and comprehensive income for the years ended	 	
December 31, 2008 and 2007	F-3	
 	 	
Consolidated statements of cash flows for the years ended December 31, 2008 and 2007	F-4	
 	 	
Consolidated statements of changes in stockholders’ equity for the years ended	 	
December 31, 3008 and 2007	F-5	
 	 	
Notes to the consolidated financial statements	F-6	
 	 	
Unaudited consolidated balance sheets as at March 31, 2009 and December 31, 2008	F-25	
 	 	
Unaudited consolidated statements of operations and comprehensive	 	
income for the three months ended March 31, 2009 and 2008	F-26	
 	 	
Unaudited consolidated statements of cash flows for the three months ended	 	
March 31, 2009 and 2008	F-27	
 	 	
Notes to the consolidated financial statements	F-28	

 

F-1

 
CHINA NET ONLINE MEDIA GROUP LIMITED
CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)
 
 	 	As at December 31,	 	
 	 	2008	 	 	2007	 	
 	 	(US $)	 	 	(US $)	 	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
  Cash and cash equivalents	 	 	2,679	 	 	 	 317	 	
  Accounts receivable	 	 	978	 	 	 	211	 	
  Other receivables	 	 	-	 	 	 	190	 	
  Prepayment and deposit to suppliers	 	 	4,072	 	 	 	419	 	
  Due  from related parties	 	 	109	 	 	 	-	 	
  Due from Control Group (see Note 1)	 	 	243	 	 	 	416	 	
  Due from directors	 	 	-	 	 	 	513	 	
  Inventories	 	 	1	 	 	 	4	 	
  Other current assets	 	 	46	 	 	 	7	 	
Total current assets	 	 	  8,128	 	 	 	 2,077	 	
 	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	678	 	 	 	164	 	
Intangible asset, net	 	 	-	 	 	 	1	 	
Other long-term assets, net	 	 	7	 	 	 	-	 	
 	 	 	 8,813	 	 	 	2,242	 	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
  Accounts payable	 	 	 37	 	 	 	302	 	
  Advances from customers	 	 	608	 	 	 	122	 	
  Other payables	 	 	1,333	 	 	 	4	 	
  Accrued payroll and other accruals	 	 	66	 	 	 	42	 	
  Due to related parties	 	 	346	 	 	 	22	 	
  Due to Control Group (See Note 1)	 	 	1,149	 	 	 	561	 	
Due to director	 	 	10	 	 	 	-	 	
Taxes payable	 	 	1,746	 	 	 	768	 	
Total current liabilities	 	 	5,295	 	 	 	1,821	 	
 	 	 	 	 	 	 	 	 	
Long-term borrowing from director	 	 	128	 	 	 	-	 	

Stockholders’ equity:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Common stock ($ 1 par value at December 31, 2008; Authorized-50,000 shares at December 31, 2008; Issued and outstanding-10,000 shares at December 31, 2008)	 	 	      10	 	 	 	-	 	
  Additional paid-in capital	 	 	603	 	 	 	515	 	
  Appropriated retained earnings	 	 	304	 	 	 	67	 	
  Unappropriated retained earnings (deficit)	 	 	2,370	 	 	 	(193	)	
  Accumulated other comprehensive income	 	 	103	 	 	 	32	 	
Total stockholders’ equity	 	 	3,390	 	 	 	421	 	
 	 	 	 	 	 	 	 	 	
 	 	 	8,813	 	 	 	 2,242	 	
 
See notes to the consolidated financial statements

F-2

CHINA NET ONLINE MEDIA GROUP LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except for number of shares and per share data)
 
 	For the Years Ended December 31,	 	 	
 	 	 	2008	 	 	2007	 	
 	 	(US $)	 	 	(US $)	 	 	
 	 	 	 	 	 	 	 	
Sales	 	 	21,508	 	 	 	7,570	 	 	
Cost of sales	 	 	13,786	 	 	 	4,674	 	 	
Gross margin	 	 	7,722	 	 	 	2,896	 	 	
 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	 	
  Selling expenses	 	 	2,705	 	 	 	2,132	 	 	
General and administrative expenses	 	 	1,041	 	 	 	410	 	 	
  Research and development expenses	 	 	202	 	 	 	106	 	 	
 	 	 	3,948	 	 	 	2,648	 	 	
  Income from operations	 	 	3,774	 	 	 	248	 	 	
 	 	 	 	 	 	 	 	 	 	
Other income (expense):	 	 	 	 	 	 	 	 	 	
  Interest income	 	 	8	 	 	 	2	 	 	
  Other income	 	 	-	 	 	 	-	 	 	
Other expense	 	 	(20	)	 	 	(61	)	 	
 	 	 	(12	)	 	 	(59	)	 	
Income before income tax expense	 	 	3,762	 	 	 	189	 	 	
  Income tax expense	 	 	962	 	 	 	405	 	 	
 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	 	2,800	 	 	 	(216	)	 	
 	 	 	 	 	 	 	 	 	 	
Other comprehensive income	 	 	 	 	 	 	 	 	 	
  Foreign currency translation gain	 	 	71	 	 	 	15	 	 	
Comprehensive income (loss)	 	 	2,871	 	 	 	(201	)	 	
 	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share	 	 	 	 	 	 	 	 	 	
Earnings (loss) per share	 	 	 	 	 	 	 	 	 	
 Basic and diluted	 	 	280	 	 	 	(22	)	 	
 	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding	 	 	 	 	 	 	 	 	 	
   Basic and diluted	 	 	10,000	 	 	 	10,000	 	 	
 
See notes to the consolidated financial statements
 
F-3

 
CHINA NET ONLINE MEDIA GROUP LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 	For the Years ended December 31,	
 	 	2008	 	 	2007	
 	 	(US $)	 	 	(US $)	 	
Cash flows from operating activities	 	 	 	 	 	 	
Net income (loss)	 	 	2,800	 	 	 	(216	)	
Adjustments to reconcile net income (loss) to net cash provided by operating activities	 	 	 	 	 	 	 	 	
  Depreciation and Amortization	 	 	77	 	 	 	25	 	
  Disposal of fixed assets	 	 	6	 	 	 	61	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
  Accounts receivable	 	 	(741	)	 	 	(186	)	
  Other receivables	 	 	200	 	 	 	63	 	
  Prepayment and deposit to suppliers	 	 	(3,570	)	 	 	(292	)	
  Due from related parties	 	 	(107	)	 	 	-	 	
  Due from/(to) Control Group	 	 	749	 	 	 	122	 	
Other current assets	 	 	(33	)	 	 	(11	)	
  Accounts payables	 	 	(281	)	 	 	159	 	
  Advances from customers	 	 	471	 	 	 	114	 	
  Accrued payroll and other accruals	 	 	21	 	 	 	21	 	
  Due to related parties	 	 	317	 	 	 	21	 	
  Taxes payable	 	 	912	 	 	 	676	 	
Net cash provided by operating activities	 	 	821	 	 	 	557	 	
 	 	 	 	 	 	 	 	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	
Purchases of vehicles and office equipment	 	 	(490	)	 	 	(102	)	
Purchases of Intangible and other long-term assets	 	 	(7	)	 	 	(1	)	
Net cash used in investing activities	 	 	(497	)	 	 	(103	)	
 	 	 	 	 	 	 	 	 	
Cash flows from financing activities	 	 	 	 	 	 	 	 	
Increase of long term borrowing from director	 	 	126	 	 	 	-	 	
Increase of paid-in capital in VIEs	 	 	-	 	 	 	263	 	
 (Increase)/decrease in due from directors	 	 	548	 	 	 	(492	)	
   Increase/(decrease) in other payables	 	 	1,307	 	 	 	(9	)	
Net cash provided by (used in) financing activities	 	 	1,981	 	 	 	(238	)	
 	 	 	 	 	 	 	 	 	
Effect of exchange rate fluctuation on cash and cash equivalents	 	 	57	 	 	 	14	 	
 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	2,362	 	 	 	230	 	
  Cash and cash equivalents at beginning of year	 	 	317	 	 	 	87	 	
  Cash and cash equivalents at end of year	 	 	2,679	 	 	 	317	 	
 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
  Interest paid	 	 	-	 	 	 	-	 	
  Income taxes paid	 	 	673	 	 	 	13	 	
 
See notes to the consolidated financial statements

F-4

 
CHINA NET ONLINE MEDIA GROUP LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except for number of shares)

Number of common
 stock	 	 	Common stock	 	 	Additional paid-in Capital	 	 	Appropriated retained earnings	 	 	Unappropriated retained earnings	 	 	Accumulated other comprehensive income	 	 	Total shareholders’ equity	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	US $	 	 	US $	 	 	US $	 	 	US $	 	 	US $	 	 	US $	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2007	 	 	-	 	 	 	-	 	 	 	241	 	 	 	4	 	 	 	86	 	 	 	17	 	 	 	348	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase of paid-in capital of VIE	 	 	-	 	 	 	-	 	 	 	274	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	274	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss for the year	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(216	)	 	 	-	 	 	 	(216	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Statutory surplus reserve appropriated	 	 	-	 	 	 	-	 	 	 	-	 	 	 	63	 	 	 	(63	)	 	 	-	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	15	 	 	 	15	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2007	 	 	-	 	 	 	-	 	 	 	515	 	 	 	67	 	 	 	(193	)	 	 	32	 	 	 	421	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2008	 	 	-	 	 	 	-	 	 	 	515	 	 	 	67	 	 	 	(193	)	 	 	32	 	 	 	421	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issue of common stock	 	 	10,000	 	 	 	10	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	10	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Increase of paid-in capital of VIE	 	 	-	 	 	 	-	 	 	 	88	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	88	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income for the year	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,800	 	 	 	-	 	 	 	2,800	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Statutory surplus reserve appropriated	 	 	-	 	 	 	-	 	 	 	-	 	 	 	237	 	 	 	(237	)	 	 	-	 	 	 	-	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	71	 	 	 	71	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2008	 	 	10,000	 	 	 	10	 	 	 	603	 	 	 	304	 	 	 	2,370	 	 	 	103	 	 	 	3,390	 	

F-5

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
1.	Organization and principal activities	
 
The accompanying consolidated financial statements include the accounts of China Net Online Media Group Limited (the “Company”), and its subsidiaries and Variable Interest Entities (“VIEs”), CNET Online Technology Co., Ltd. (“CNET Online Hong Kong”), Rise King Century Technology Development (Beijing) Co., Ltd. (“Rise King Century”), Beijing CNET Online Advertising Co., Ltd. (“CNET Online Beijing”), Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“28.com”).  The Company and its subsidiaries and VIEs are collectively referred to as the “Group”.  Details of the Company’s subsidiaries and VIEs are as follows:
 
China Net Online Media Group Limited (the “Company”) was established in the British Virgin Islands (“BVI”) on August 13, 2007. The Company itself has no significant business operations and assets other than holds equity interests in its subsidiaries and VIEs through a series of reorganization activities described below (the “Reorganization”).
 
CNET Online Technology Co., Ltd. (“CNET Online Hong Kong) was established as an Investment Holding Company by the Company in Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”) on September 4, 2007.

Rise King Century Technology Development (Beijing) Co., Ltd. (“Rise King Century”) was established as a wholly foreign owned enterprise on January 17, 2008 in Beijing, the PRC by CNET Online Hong Kong.  The registered capital of Rise King Century is HK$ 1,000,000 (equal to USD127,674). Rise King Century is principally engaged in developing and selling of computer software and providing related technical supports and business consulting services to its VIEs.

Beijing CNET Online Advertising Co., Ltd. (“CNET Online Beijing”) was established as a limited liability company on January 27, 2003 in Beijing, the PRC. The registered capital of CNET Online is RMB1,000,000 (equal to USD 120,675). CNET Online is principally engaged in reselling of TV advertising time purchased from TV stations to small & medium franchisors in the franchise industry.
 
CNET Online Beijing signed a cooperation agreement in June 2008 and followed up with a supplementary agreement in December 2008 with Shanghai Borongdingsi Computer Technology Co., Ltd. (“Borongdingsi”) to conducting bank kiosk advertisement business. The business is based on a franchise agreement between Borongdingsi and Henan provincial branch of China Construction Bank which allows Borongdingsi or its designated party to conduct in-door advertisement business within the business outlets across its business outlets throughout Henan province. The franchise agreement was termed eight years starting August 2008.
 
However, Borongdingsi was not able to conduct the advertisement as a stand-alone business due to the lack of advertisement business license and supporting financial resources. Pursuant to the agreements signed between CNET Online Beijing and Borongdingsi, CNET Online Beijing committed to purchasing equipment, providing working capital, technical and other related supports to this business.  CNET Online Beijing owns the equipment and is entitled to signing contracts in its name, collecting the advertisement revenue generated from this business exclusively until the recovery of the purchase cost of the equipment. The succeeding net profit generated from the business, if any, will be distributed to CNET Online Beijing and three individual shareholders of Borongdingsi at a proportion of 51% and 49% respectively. According to the above agreements and facts, although CNET Online Beijing legally owns 51% of Borongdingsi’s interests, CNET Online Beijing only controls the assets and liabilities related to the bank kiosk business, which has been all included in CNET Online Beijing’s financial statements, but not controls other assets of Borongdingsi’s, thus, Borongdingsi’s financial statements were not consolidated by the Company.

Business Opportunity Online (Beijing) Network Technology Co., Ltd (“28.com”) was established as a limited liability company on December 8, 2004 in Beijing, the PRC. The original registered capital of 28.com is RMB 1,000,000 (equal to USD 120,678) and was increased to RMB 3,000,000 (equal to USD394,123) in July, 2007. 28.com is principally engaged in providing internet advertising services and related technical support services on its portal website  www.28.com  and reselling of internet advertisement resources purchased from other portal websites in bulk to small & medium franchisors in the franchise industry.
 
F-6

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
CNET Online Beijing and 28.com were commonly controlled by the same three shareholders, with ownership of 46% by Mr. Handong CHENG, 36% by Mr. Xuanfu LIU and 18% by Ms. Li SUN respectively (collectively “the Control Group”) prior to a reorganization (“the Reorganization”) in October, 2008.

In order to comply with PRC laws and regulations which prohibit foreign control of companies in certain industries and in contemplation of a reverse acquisition (“Acquisition”) with a public shell company in the United States by the Company, effective control over CNET Online Beijing and 28.com was transferred to Rise King Century (the wholly-owned subsidiary of the Company) through a series of contractual arrangements without transferring legal ownership in CNET Online Beijing and 28.com (see Note 2). As a result of these contractual arrangements, Rise King Century maintained the ability to approve decision made by CNET Online Beijing and 28.com and was entitled to substantially all of the economic benefits of CNET Online Beijing and 28.com.  Therefore, the Company consolidates CNET Online Beijing and 28.com in accordance with Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, and its related interpretations (including but not limited to Statement of Financial Accounting Standards (“SFAS”) No. 94, “Consolidation of All Majority—Owned Subsidiaries”, and FASB Interpretation No. 46R., “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46R”)) and Regulation S-X 3A-02.  Immediately before and after the Reorganization, the Control Group controlled CNET Online Beijing and 28.com, therefore the Reorganization is accounted for as a transaction between entities under common control in a manner similar to pooling of interests. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the period presented.
 
2.	Summary of significant accounting policies	
 
a)	Basis of presentation	
 
The accompanying consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
b)	Principles of Consolidation	
 
The consolidated financial statements include the financial statements of the Company and all its subsidiaries and VIEs. All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation.  From January 1, 2007 through October 31, 2008, the financial statements are under combined basis, because CNET online and 28.com was under the same management of the Control Group and from October 31, 2008 through December 31, 2008, the financial statements are under consolidated basis.
 
PRC laws and regulations restrict foreign ownership of companies that provide internet content or information services. To comply with these foreign ownership restrictions, the Company operates its internet advertising services in the PRC through CNET Online Beijing and 28.com, which are entities legally owned by the Control Group, and hold the license and approvals to provide internet content and information services in the PRC. In October 2008, a series of agreements were entered into amongst Rise King Century (a wholly-owned subsidiary of the Company), CNET Online Beijing, 28.com and the Control Group, providing Rise King Century the ability to control CNET Online Beijing and 28.com, including its financial interest as described below.
 
F-7

CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
CNET Online Beijing and 28.com entered into a ten year “Exclusive Business Cooperation Agreement” with Rise King Century to appoint Rise King Century as its exclusive services provider to provide comprehensive technical support, business support and related consulting services. CNET Online Beijing and 28.com pay the consulting and service fees which equal to 100% of the net profit, respectively to Rise King Century within the effective period of the “Exclusive Business Cooperation Agreement.

To ensure CNET Online Beijing and 28.com to fully fulfill their obligations under the “Exclusive Business Cooperation Agreement”, the Control Group signed the “Equity Interest Pledge Agreement” and the “Power of Attorney” with Rise King Century to pledge all of its interests in both CNET Online Beijing and 28.com to Rise King Century respectively, and irrevocably authorized Rise King Century as sole exclusive agent to act on their behalf to exercise the rights relating to its shareholding, including but not limited to voting rights, within the effective period of the “Exclusive Business Cooperation Agreement”.  CNET Online Beijing and 28.com as parties of this agreement agreed to the grant by the Control Group of the Equity Interest Pledge and exercising shareholding rights to Rise King Century.

The Control Group also signed an “Exclusive Interest Purchase Option Agreement” with Rise King Century respectively to ensure that the Control Group irrevocably agreed that, on the condition that it is permitted by the PRC laws, Rise King Century has the right to purchase, or designate one or more persons to purchase the Control Group’s equity interests in CNET Online Beijing and 28. com once or at multiple times at any time in part or in whole at Rise King Century’s sole and absolute discretion and at the agreed price stipulated in the agreement.  CNET Online Beijing and 28.com as a party of this agreement respectively agreed to the grant by the Control Group of the Exclusive Equity Interest Purchase Option to Rise King Century.

The controlling shareholder of the Company is Rise King Investments Limited, a company registered in BVI, (“Rise King BVI”), who holds 55% of the Company’s common stock. The sole registered shareholder of Rise King BVI, Mr. Yang LI, who owns 10,000 common stock of Rising King BVI, entered into slow-walk agreements with the Control Group individuals respectively, pursuant to which, upon the satisfaction of certain conditions, the Control Group individuals have the option to purchase up the 10,000 shares of Rise King BVI, (4,600 by Mr. Handong CHENG, 3,600 by Mr. Xuanfu Liu and 1,800 by Ms. Li SUN) owned by Mr. Yang LI, at a purchase price of US$ 1 per share (the par value of Rise King BVI’s common stock).  Under the terms of the slow-walk agreement, the Control Group will have the right to purchase the shares as follows: (1) one-third of the shares when the Group will generate at least RMB 100,000,000 of the gross revenue for twelve months commencing from January 1, 2009 to December 31, 2009 (the “Performance Period I”);  (2) one-third of the shares when the Group will generate at least RMB 60,000,000 of the gross revenue for six months commencing from January 1, 2010 to June 30, 2010 (the “Performance Period II); (3) one-third of the shares when the Group generates at least RMB 60,000,000 of the gross revenue for six months commencing from July 1, 2010 to December 31, 2010 (the “Performance Period III”).  In the event that the Group does not achieve the performance targets specified above, then the Control Group individuals may exercise the Option at the Alternative Exercise Price (which is US$ 2 per share), on the date that the Acquisition has been completed or abandoned.  Each Control Group individual may purchase one-third of the total number of shares that he or she is eligible to purchase under the slow-walk agreement upon the satisfaction of each condition described above. If the Control Group individuals purchase all shares eligible for purchase under the slow-walk agreement, the Control Group will become the Company’s controlling shareholders.

The Control Group individuals also entered an Entrustment Agreement with Rise King BVI collectively, pursuant to which, based on the 55% equity interest held in the Group directly or indirectly, Rise King BVI entrusts the Control Group to manage the Group companies to the extent provided below:
 
F-8

CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Rise King BVI irrevocably authorizes the Control Group act on behalf of Rise King BVI, as the exclusive agents and attorneys with respect to all matters concerning Rise King BVI’s Shareholding, during the validity period of this Agreement, including the rights as below:

 	l	Attending the shareholders’ meeting;	

 	l	Exercising all the shareholder’s rights and shareholder’s voting rights enjoyed by Rise King BVI under the laws and the articles of associations of the Company and each Group Companies, (collectively “the Group”) including without limitation voting for and making decisions on the increase or reduction of the authorized capital/registered capital, issuing company bonds, merger, division, dissolution, liquidation of the Group or change of Group’ type, amendment to the articles of association of the Group.	
 
 	l	Designating and appointing the legal representatives (the chairman of the Board), directors, supervisors, general managers and other senior officers of the Group.	
 
The Control Group also agrees and confirms that each of them shall act in concert with one another when exercising all of their rights (including but not limited to the voting rights) authorized to them in this Agreement.

The Entrustment Period commences on the execution date of this agreement and shall be effective within a period of 10 years.  During the Entrustment period, this agreement shall not be rescinded or terminated by any party unless unanimously agreed by all parties.

With the above agreements, The Company demonstrated its ability to control CNET Online Beijing and 28.com, which are under the common control and management of the Control Group after the Reorganization.

Foreign currency translation

The functional currency of the Company is United States dollars (“US$”), and the functional currency of CNET Online Hong Kong is Hong Kong dollars (“HK$”).  The functional currency of the Company’s PRC VIEs is the Renminbi (“RMB’), and PRC is the primary economic environment in which the Company operates.

For financial reporting purposes, the financial statements of the Company’s PRC VIEs, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar (“U.S. dollar”). Assets and liabilities are translated using the exchange rate at each balance sheet date.  Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions.  The resulting exchange differences are included in the determination of net income of the consolidated financial statements for the respective periods.

                                  The exchange rates applied are as follows:

 	 	2008	 	 	2007	 	
Year end RMB exchange rate	 	 	6.8542	 	 	 	7.3141	 	
Average RMB exchange rate	 	 	6.9623	 	 	 	7.6172	 	

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
 
F-9

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
c)	Use of estimates	
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.
 
d)	Cash and cash equivalents	
 
Cash and cash equivalents represent cash on hand and deposits held at call with banks. The Group considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
 
e)	Accounts receivable	
 
Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. The Group determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Group did not have any off-balance-sheet credit exposure relating to its customers, suppliers or others. As of December 31, 2008 and 2007, management has determined that no allowance for doubtful accounts is required.
 
f)	Inventories	
 
Inventories, consisting mainly of low value consumable articles are stated at the lower of cost or market value. Inventories are charged to expense when being withdrawn.
 
g)	Property and equipment	
 
Vehicle, office Equipment and electronic devices
 
Vehicles, office equipment and electronic devices are recorded at cost less accumulated depreciation. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives:

Vehicles	5 years	
Office equipment	3-5 years	
Electronic devices	5 years	
 
Depreciation expense is included in selling expenses, research and development expenses and general and administrative expenses.
 
When vehicles, office equipment and electronic devices are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon.  Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred.
 
F-10

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Impairment of long-lived assets
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value. There were no impairment losses in the years ended December 31, 2008 and 2007.
 
h)	Fair value of financial instruments	
 
The carrying amounts of cash and cash equivalents, accounts receivables from third and related parties, other receivables, amount due from Control Group and director, other current assets, accounts payable, other payables and amount due to related parties, Control Group and director approximate their fair values due to their short term nature.
 
The fair value is estimated by discounting the future cash flow using an interest rate which approximated the rate for which the financial institution would charge borrowers with similar credit ratings and remaining maturities.
 
i)	Revenue recognition	
 
 	The Group's revenue recognition policies are in compliance with Staff Accounting Bulletin No. 104, “Revenue Recognition”. (i) persuasive evidence of an arrangement exists, (ii) the service has been rendered, (iii) the fees are fixed or determinable, and (iv) collectability is reasonably assured.	
 
Advertising Revenue
 
Advertising revenues include revenues from reselling of advertising time purchased from TV stations and internet advertising, reselling of internet advertising spaces and sponsored search services. No revenue from advertising-for-advertising barter transactions was recognized because the transactions did not meet the criteria for recognition in EITF abstract issue no 99-17.  Advertising contracts establish the fixed price and advertising services to be provided.  Pursuant to advertising contracts, the Group provides advertisement placements in different formats, including but not limited to banners, links, logos, buttons, rich media and content integration. Revenue is recognized ratably over the period the advertising is provided and, as such, the Group considers the services to have been delivered. The Group treats all elements of advertising contracts as a single unit of accounting for revenue recognition purposes.  Based upon the Group’s credit assessments of its customers prior to entering into contracts, the Group determines if collectability is reasonably assured.  In situations where collectability is not deemed to be reasonably assured, the Group recognizes revenue upon receipt of cash from customers, only after services have been provided and all other criteria for revenue recognition have been met.
 
j)	Cost of revenue	

 	Cost of sales primarily includes services and media resources purchased from third parties, labor cost and benefits and PRC business tax.	
 
k)	Advertising cost	

Advertising costs are expensed when incurred and are included in “selling expenses” in the statement of operations. For the years ended December 31, 2008 and 2007, advertising expenses were approximately US$1,937,000 and US$1,790,000 respectively.
 
F-11

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
l)	Research and development expenses	

Research and development expenses, related to both present and future service offerings are charged to operations as incurred.  Expenses for research and development for the years ended December 31, 2008 and 2007 were approximately US$202,000 and US$106,000 respectively.
 
m)	Lease	
 
Leases are classified at the inception date as either a capital lease or an operating lease.  For the lessee, a lease is a capital lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lesser at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred. The Group had no capital lease for any of the periods stated herein.
 
n)	Income taxes	
 
The Group follows the liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on the difference between of the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income statement in the period that includes the enactment date. The Group had no deferred tax assets and liabilities recognized for any of the periods stated herein.
 
o)	Uncertain tax positions	
 
The Group adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007. FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. For the year ended December 31, 2008 and 2007, the Group did not have any interest and penalties associated with tax positions and the Group did not have any significant unrecognized uncertain tax positions.
 
p)	Earning per share	
 
Earning per share is calculated in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings per share is computed by dividing income attributable to holders of common stock by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
 
q)	Comprehensive income	
 
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income, as presented on the accompanying consolidated balance sheets are the cumulative foreign currency translation adjustments.
 
F-12

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
r)	 Commitments and contingencies	
 
In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “ Accounting for Contingencies” , the Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material service liability claims.
 
s)	Recently issued accounting pronouncements	

FASB Statement No. 157 (“SFAS No. 157”)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, provides a framework for measuring fair value, and expands the disclosures required for fair value measurements.  SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.  Although management will continue to evaluate the application of SFAS No. 157, management does not currently believe the adoption of SFAS No. 157 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 159 (“SFAS No. 159”)

In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities .  SFAS 159 permits companies to measure certain financial instruments and certain other items at fair value.  The standard requires that unrealized gains and losses on items for which the fair value option has been elected to be reported in earnings. SFAS No. 159 is effective for the Group on January 1, 2008, although earlier adoption is permitted.  Although management will continue to evaluate the application of SFAS No. 159, management does not currently believe the adoption of SFAS No. 159 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 160 (“SFAS No. 160”)

On December 4, 2007 the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 160, management does not currently believe the adoption of SFAS No. 160 will have a material impact on the Group’s results of operations or financial position.
 
F-13

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
FASB statement No. 141R (“SFAS No. 141(R)”)

On December 4, 2007 the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (SFAS 141(R)). SFAS 141(R) will significantly change the accounting for business combinations. Under SFAS 141(R) an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will change the accounting treatment for certain specific item, including:
 
• Acquisition costs will be generally expensed as incurred;
• Non-controlling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date;
• Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;
• In process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
• Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date;
• Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

SFAS 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 141(R), management does not currently believe the adoption of SFAS No. 141R will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 161 (“SFAS No. 161”)

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS161”), an amendment of FASB Statement No.133. The new standard requires enhanced disclosures to help investors better understand the effect of an entity’s derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Although management will continue to evaluate the application of SFAS No. 161, management does not currently believe the adoption of SFAS No. 161 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 162 (“SFAS No. 162”)

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This new standard shall be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With General Accepted Accounting Principles”. Although management will continue to evaluate the application of SFAS No. 162, management does not currently believe the adoption of SFAS No. 162 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 163 (“SFAS No. 163”)

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60” (“SFAS 163”). The scope of SFAS163 is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. Although management will continue to evaluate the application of SFAS No. 163, management does not currently believe the adoption of SFAS No. 163 will have a material impact on the Group’s results of operations or financial position.
 
F-14

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
t)	Significant risks	
 
Policy risk
 
Internet Industry
 
Internet content providers (ICP) are under strict supervision, and are not opened up to foreign merchants temporarily. As the Company’s PRC VIE, 28.com is not owned by foreign enterprise, ICP certificate of 28.com will not be cancelled.
 
Bank kiosk advertisement
 
In June 2008 CNET Online Beijing signed cooperative agreements with Shanghai Borongdingsi Computer Technology Co., Ltd. (“Borongdingsi”) to conduct bank kiosk advertisement business. The business is based on a franchise agreement between Borongdingsi and Henan provincial branch of China Construction Bank which allows Borongdingsi or its designated party to conduct in-door advertisement business within the business outlets across Henan province. If proved successful, the business will be expanded across nation-wide branches. The franchise agreement was for a term of eight years starting August 2008. However, a risk lies in that China Banking Regulatory Commission may introduce polices that it is not allowed to broadcast TV advertisement in banking business outlets.
 
Revenue risk
 
According to the Group’s understanding of the internet industry, there is periodicity in this industry, especially periodicity for development of the internet. As we can see from with emergence and application of new technology, existing technology and mode may change.
 
In accordance to the related Advertisement Law of PRC, the Group, as a publisher of advertisement has the obligation to check relevant documents and verify the content of the advertisement.  For commercial franchise business in China, the franchiser needs to file an application with the Ministry of Commence, PRC or its local branches.  When a franchiser needs to issue an advertisement through the Group, the Group shall check the business license, the franchiser’s registration form, the trade mark certificate and other relevant documents to verify the content of the advertisement.  The Internet information services regulations and anti unfair competition regulations have similar requirements on Internet advertisement publishers.  However, even the Group checked all required documents according to the law and made judgments based on its best knowledge, the Group is still not able to fully detect the facts when its customers made dishonest statements about the contents of the advertisement published or going to be published by the Group and there is no mandatory requirement that the Group shall be responsible for the franchiser’s business activities.  Under this circumstance, although the Group has fully fulfilled the obligations required by the law, the Group may still be censured by the public who do not have the full knowledge of the situation for involving in “falsely advertising to deceive or mislead consumers”. This will cause a negative impact on the Group’s reputation and may lead negative impact on the Group’s performance.
 
Technical and Safety risk
 
Prevention of stealing for core technology: The Group applied for protection of property rights to protect its technology to the extent possible.
 
Safety of the internet: The internet is always attacked by hackers. The Group takes many measures to prevent its internet system from being intruded.
 
Besides prevention in technology, investment in equipment is also necessary. A perfect safety system and backup system can prevent safety risk in operation. Of course the possibility of invasion of virus always exists. The Group pays great attention to prevent it.
 
F-15

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Internet electronic business system: self-help terminal for internet business operation is convenient for customers. At the same time, lawbreakers may intrude into bank business systems or steal customer information. The Group takes measures to avoid technical leaks, so to promote safe operation of the system.
 
Credit risk
 
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash, cash equivalents, accounts receivables and other receivable. The Group places its cash and cash equivalents, amounted to approximately US$ 2,548,000 and US$ 296,000 as at December 31, 2008 and 2007 with financial institutions that management believes is of high-credit ratings and quality.
 
The Group conducts credit evaluations of customers and generally does not require collateral or other security from its customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
 
Foreign currency risk
 
A majority of the Group’s sales and expenses transactions and a significant portion of the Group’s assets and liabilities are denominated in Renminbi (“RMB”). RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC). Remittances in currencies other than RMB by the Group in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

3.	Cash and cash equivalents	
 
At December 31, 2008 and 2007, cash and cash equivalents consists of:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Cash	 	 	131	 	 	 	21	 	
Deposits with short-term maturities	 	 	2,548	 	 	 	296	 	
Total	 	 	2,679	 	 	 	317	 	

4.	Due from related parties	
 
At December 31, 2008 and 2007, Due from related parties consists of:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Beijing Saimeiwei Food Equipment Technology Co., Ltd.	 	 	49	 	 	 	-	 	
Beijing Zujianwu Technology Co., Ltd.	 	 	15	 	 	 	-	 	
Beijing Xiyue Technology Co., Ltd.	 	 	7	 	 	 	-	 	
Beijing Fengshangyinli Technology Co., Ltd	 	 	15	 	 	 	-	 	
Soyilianmei Advertising Co., Ltd.	 	 	23	 	 	 	-	 	
 	 	 	109	 	 	 	-	 	
 
These related parties are directly or indirectly owned by the Control Group, The Group provided advertising services to these parties. Due from these parties were outstanding payment for advertising services provided.
 
F-16

CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
5.	Due from Control Group	
 
 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due from Control Group	 	 	243	 	 	 	416	 	
 
Due from Control Group were short-term, non-interest bearing loan borrowed by the Control Group individuals.

6.	Prepayment and deposit to suppliers	
 
At December 31, 2008 and 2007, prepayment and deposit to suppliers consist of:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Performance deposit to TV advertisement providers	 	 	2,268	 	 	 	-	 	
Prepayment to TV advertisement and internet resources providers	 	 	1,784	 	 	 	359	 	
Other deposits and prepayments	 	 	20	 	 	 	60	 	
 	 	 	4,072	 	 	 	419	 	
 
Performance guarantee to TV advertisement providers is paid as a contractual deposit to the TV advertisement service providers.  These amounts will be used to offset the service fee need to be paid to the service providers in the last month of each contract period. Therefore, management believes that there will not be any collectability issue about these balances and no allowance for doubtful accounts is required.
 
According to the contracts signed between the Group and its suppliers, the Group is normally required to pay the contract amount in advance.  These repayments will be transferred to cost of sales when the related services are provided.
 
Therefore, management of the Group believes that there will not be any collectability issue about these deposits and prepayments, and no allowance for doubtful accounts is required.
 
F-17

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
7.	Property and equipment	
 
              At December 31, 2008 and 2007, Property and equipment consist of the following:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Vehicles	 	 	90	 	 	 	75	 	
Office equipment	 	 	286	 	 	 	143	 	
Electronic devices	 	 	437	 	 	 	-	 	
Total property and equipment	 	 	813	 	 	 	218	 	
Less: accumulated depreciation	 	 	135	 	 	 	54	 	
Total property and equipment, net	 	 	678	 	 	 	164	 	

8.	Other payables	
 
At December 31, 2008 and 2007, other payables consist of the following:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due to third parties	 	 	1,255	 	 	 	-	 	
Others	 	 	78	 	 	 	4	 	
 	 	 	1,333	 	 	 	4	 	

Due to third parties as of December 31, 2008 represents a working capital loan borrowed by the Group which will be paid off in 2009.

9.	Due to related parties	
 
At December 31, 2008 and 2007, due to related parties consist of the following:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Beijing Rongde Information Technology Co., Ltd.	 	 	292	 	 	 	-	 	
Beijing Saimeiwei Food Equipments Technology Co., Ltd	 	 	54	 	 	 	-	 	
Soyilianmei Advertising Co., Ltd.	 	 	-	 	 	 	22	 	
 	 	 	346	 	 	 	22	 	
 
These related parties are directly or indirectly owned by the Control Group, The Group provided advertising services to these parties.  Due to these parties were advance payments paid by these parties to the Group for advertising services that will be provided in the following year.
 
F-18

CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
10.	Due to Control Group	
 
 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due to Control Group	 	 	1,149	 	 	 	561	 	
 
Due to Control Group were amount paid by Control Group individuals on behalf of the Group which mainly included staff salary, performance bonus and cost of sales.

11.	Taxation	
 
 	a)	Income tax	
 
i). The Company is incorporated in the BVI.  Under the current law of the BVI, the Company is not subject to tax on income or capital gains.  Additionally, upon payments of dividends by the Company to its shareholders, no BVI withholding tax will be imposed.
 
ii). CNET Online Hong Kong was incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits tax have been made in the financial statements as CNET Online Hong Kong has no assessable profits for the years ended December 31, 2008 and 2007 respectively. Additionally, upon payments of dividends by CNET Online Hong Kong to its shareholders, no Hong Kong withholding tax will be imposed.
 
iii).  The Company’s PRC subsidiary and VIEs, being incorporated in the PRC, are governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”).  Effective from January 1, 2008, the EIT rate of PRC was changed from 33% of to 25%, and applies to both domestic and foreign invested enterprises.
 
 	l	Rise King Century is a newly established software company qualified by the related PRC governmental authorities and was entitled to a two-year EIT exemption from its first profitable year and a 50% reduction of its applicable EIT rate, which is 25% of its taxable income for the exceeding three years. Rise King Century is exempt from EIT in 2008.	
 
 	l	28.com was qualified as a High and New Technology Enterprise in Beijing High-Tech Zone and was entitled to a preferential tax rate of 15% and is further entitled to a three year EIT exemption for its first three years of operations and a 50% reduction of its applicable EIT rate for the exceeding three years.  The exemption tax holiday for 28.com was from fiscal year 2005 to 2007.	
 
In March 2007, a new enterprise income tax law (the “New EIT”) in the PRC was enacted which was effective on January 1, 2008. The New EIT applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. On April 14, 2008, relevant governmental regulatory authorities released qualification criteria, application procedures and assessment processes for “high and new technology enterprise” status under the New EIT which would entitle qualified and approved entities to a favorable statutory tax rate of 15%. 28.com has not obtained the approval of its reassessment of the qualification as a “High and New Technology enterprise” as of December 31, 2008.  Therefore, 28.com accounted for its current income tax using a tax rate of 25% for the year ended December 31, 2008.
 
 	l	The applicable income tax rate for CNET Online Beijing was 25% and 33% for the years ended December 31, 2008 and 2007 respectively.	
 
F-19

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
l  	The applicable income tax rate for CNET Online Beijing was 25% and 33% for the years ended December 31, 2008 and 2007 respectively.	
 
The following is a reconciliation of tax computed by applying the statutory income tax rate to PRC operations to income tax expenses for the year ended December 31, 2008 and 2007 respectively:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
PRC federal statutory tax rate	 	 	25	%	 	 	33	%	
Taxable income	 	 	3,762	 	 	 	189	 	
Computed expected income tax expense	 	 	941	 	 	 	62	 	
Non-deductible expenses	 	 	21	 	 	 	550	 	
Effect of tax holidays	 	 	-	 	 	 	(207	)	
 	 	 	962	 	 	 	405	 	
 
b)  	Business tax and relevant surcharges	
 
Revenue of advertisement services are subject to 5.5% business tax and 3% cultural industry development surcharge of the gross service income, revenue from reselling of TV advertisement time is subject to 5.5% business tax and 3% cultural industry development surcharge of the net service income after deducting amount paid to ending media promulgators. Revenue of internet technical support services is subjected to 5.5% business tax.  Business tax charged was included in cost of sales.
 
At December 31, 2008 and 2007, taxes payable consists of:

 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Business tax payable	 	 	556	 	 	 	258	 	
Culture industry development surcharge payable	 	 	4	 	 	 	32	 	
Enterprise Income tax payable	 	 	1,132	 	 	 	467	 	
Individual Income tax payable	 	 	54	 	 	 	11	 	
 	 	 	1,746	 	 	 	768	 	
 
F-20

CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
12.  	Long-term borrowing from director	
 
 	 	December 31,	 	
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Long-term borrowing from director	 	 	128	 	 	 	-	 	
 
Long-term borrowing from director was non-interest bearing loan borrowed from director of the Group in relating to the long-term investment to the Company’s wholly-owned subsidiary CNET Online Hong Kong.

13.  	Restricted net assets	
 
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its PRC subsidiary and VIEs. Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiary and VIEs.
 
In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, a foreign invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Rising King Century was established as a wholly-owned foreign invested enterprise and therefore are subject to the above mandated restrictions on distributable profits.
 
Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory common reserve at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide for discretionary surplus reserve, at the discretion of the board of directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. CNET Online Beijing and 28.com were established as a domestic invested enterprise and therefore is subject to the above mandated restrictions on distributable profit
 
As a result of these PRC laws and regulations that require annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as general reserve fund, the Company’s PRC subsidiary and VIEs are restricted in their ability to transfer a portion of their net assets to the Company.
 
F-21

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Amounts restricted include paid-in capital and statutory reserve funds of the Company’s PRC subsidiary and VIEs as determined pursuant to PRC generally accepted accounting principles, totaling approximately US$ 907,000 as of December 31, 2008.

14.  	Sales and cost of sales	
 
For the years ended December 31, 2008 and 2007, sales and cost of sales consists of:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
Sales	 	 	 	 	 	 	
 - Internet advertising	 	 	11,292	 	 	 	7,570	 	
 - TV advertising	 	 	7,007	 	 	 	-	 	
 - Internet advertising resources resell	 	 	3,081	 	 	 	-	 	
 - Bank kiosk advertisement	 	 	128	 	 	 	-	 	
 	 	 	21,508	 	 	 	7,570	 	
Cost of sales	 	 	 	 	 	 	 	 	
 - Internet advertising	 	 	4,671	 	 	 	4,674	 	
 - TV advertising	 	 	5,939	 	 	 	-	 	
 - Internet advertising resources resell	 	 	3,154	 	 	 	-	 	
 - Bank kiosk advertisement	 	 	22	 	 	 	-	 	
 	 	 	13,786	 	 	 	4,674	 	
Gross margin	 	 	 	 	 	 	 	 	
 - Internet advertising	 	 	6,621	 	 	 	2,896	 	
 - TV advertising	 	 	1,068	 	 	 	-	 	
 - Internet advertising resources resell	 	 	(73	)	 	 	-	 	
 - Bank kiosk advertisement	 	 	106	 	 	 	-	 	
 	 	 	7,722	 	 	 	2,896	 	
 
15.  	Related party transactions	
 
At December 31, 2008 and 2007, related party transactions consist of:
 
 	 	2008	 	 	2007	 	
 	 	US$(’000)	 	 	US$(’000)	 	
Advertising revenue from related parties:	 	 	 	 	 	 	
-Beijing Saimeiwei Food Equipment Technology Co., Ltd,	 	 	423	 	 	 	65	 	
-Beijing Zujianwu Technology Co., Ltd.	 	 	34	 	 	 	 	 	
-Beijing Fengshangyinli Technology Co., Ltd.	 	 	159	 	 	 	-	 	
-Soyilianmei Advertising Co., Ltd.	 	 	449	 	 	 	105	 	
-Beijing Telijie Cleaning Technology Co., Ltd.	 	 	53	 	 	 	65	 	
-Shiji Huigu Technology Investment Co., Ltd	 	 	-	 	 	 	11	 	
-Beijing Telijie Century Environmental Technology Co., Ltd.	 	 	53	 	 	 	65	 	
-Beijing Rongde Information Technology Co., Ltd.	 	 	276	 	 	 	-	 	
 	 	 	1,447	 	 	 	311	 	
 
F-22

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
16.  	Employee defined contribution plan	
 
Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were approximately US$ 106,000 and US$ 69,000 for the years ended December 31, 2008 and 2007 respectively.
 
17.  	Commitments	
 
The following table sets forth the Group’s contractual obligations as of December 31, 2008:
 
 	 	 	Rental
payments	 	 	Server hosting and
board-band lease
payments	 	 	Internet resources and
TV advertisement 
purchase payments	 	 	 
Total	 	
 	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
For the year ended December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	
 -2009	 	 	 	260	 	 	 	133	 	 	 	17,903	 	 	 	18,296	 	
 -2010	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
 -2011	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
Total	 	 	 	780	 	 	 	133	 	 	 	20,821	 	 	 	21,734	 	
 
18.  	Segment reporting	
 
Based on the criteria established by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, the Group mainly operated in four principal segments: TV advertising, internet advertising, internet advertising resources resell and bank kiosk advertising. The following tables present summarized information by segments.
 
 	 	Year ended December 31, 2008	 	

Internet
Ad.	 	 	 
 
TV
Ad.	 	 	 
 
Bank
kiosk	 	 	Internet
Ad.
resources resell	 	 	 

Others	 	 	Inter- segment and
reconciling item	 	 	 

Total	 	
 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	11,292	 	 	 	7,007	 	 	 	128	 	 	 	3,081	 	 	 	-	 	 	 	-	 	 	 	21,508	 	
Cost of sales	 	 	4,671	 	 	 	5,939	 	 	 	22	 	 	 	3,154	 	 	 	-	 	 	 	-	 	 	 	13,786	 	
Total operating expenses	 	 	2,923	 	 	 	1,006	 	 	 	9	 	 	 	-	 	 	 	10	 	 	 	-	 	 	 	3,948	 	
Including: Depreciation and amortization expense	 	 	21	 	 	 	34	 	 	 	22	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	77	 	
Operating income(loss)	 	 	3,698	 	 	 	62	 	 	 	97	 	 	 	(73	)	 	 	(10	)	 	 	-	 	 	 	3,774	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditure for long-term assests	 	 	41	 	 	 	23	 	 	 	431	 	 	 	-	 	 	 	2	 	 	 	-	 	 	 	497	 	
Net income (loss)	 	 	2,068	 	 	 	669	 	 	 	73	 	 	 	-	 	 	 	(10	)	 	 	-	 	 	 	2,800	 	
Total assets	 	 	6,794	 	 	 	5,037	 	 	 	414	 	 	 	-	 	 	 	128	 	 	 	(3,560	)	 	 	8,813	 	
 
F-23

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 	 	Year ended December 31, 2007	 	

Internet
Ad.	 	 	 
 
TV
Ad.	 	 	 
 
Bank
kiosk	 	 	Internet
Ad.
resources resell	 	 	 

Others	 	 	Inter- segment and
reconciling item	 	 	 

Total	 	
 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	7,570	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	7,570	 	
Cost of sales	 	 	4,674	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	4,674	 	
Total operating expenses	 	 	2,648	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,648	 	
Including: Depreciation and amortization expense	 	 	25	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	25	 	
Operating income	 	 	248	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	248	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditure for long-term assests	 	 	103	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	103	 	
Net loss	 	 	(216	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(216	)	
Total assets	 	 	2,242	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,242	 	
 
19.  	Subsequent event	
 
(a)  	The Group signed new contracts with the internet resources providers and TV advertisement providers in 2009, which engaged the Group contractual obligations of US$5,880,000 and US$243,000 in year 2009 and 2010 respectively.	
 	 	
(b)   	In April 19 2009, some franchisors were reported by China Central Television (“CCTV”) to engage in fraudulent franchise business and the report also mentioned that the Company’s PRC VIE, 28.com was suspected of being an accomplice in such frauds by posting franchisors' advertisement on its internet advertisement platform.	
 
 	As for this matter, per the PRC Advertising Law, the Group as the publisher of advertisement has the obligation to check relevant documents and verify the content of the advertisement. For commercial franchise business in China, the franchiser needs to file an application with the Ministry of Commerce PRC or its local branches through the system http://txjy.syggs.mofcom.gov.cn/. When a franchiser issues an advertisement through the Group, the Group shall check the business license, the franchiser’s registration form, the trade mark certificate and other relevant documents to verify the content of the advertisement. The internet information services regulations and anti unfair competition regulations have similar requirements for internet advertisement publishers. Based on the laws and regulations above, there is no mandatory requirement that the company shall be responsible for the franchiser’s business activities. But it is still possible that 28.com is required to assume civil and administrative responsibilities per Articles 37 and 38 of the PRC Advertising Law, subject to further investigation of competent authorities.	
 
 	Under Article 37 of PRC Advertising Law in the case of fraudulent advertisement should advertisement publisher have been convicted guilty, the publisher’s proceeds would be confiscated and it would be subject to an additional fine within one to five times of the proceeds. Should there be a serious violation, the competent authorities shall order the advertisement publisher to shut down business; once the violation constitutes a crime, the publisher may even assume certain criminal responsibilities.	

 	Under Article 38 of PRC Advertising Law in the case of fraudulent advertisement that is misleading to the extent that the consumers' interests are infringed, the advertiser shall assume certain civil responsibilities. The advertisement publisher who has designed, made or published the advertisement, and is aware of, or is presumed to be aware of, the frauds in the advertisement, shall assume joint civil responsibilities with the advertiser. If the advertisement publisher could not provide the genuine name and address of the advertiser, it shall assume all of the civil responsibilities.	

 	The Group and its majority owned subsidiaries are not aware of any significant potential liabilities regarding this matter.	

 	Thus far 28.com has not concluded whether any laws were violated, which is subject to further investigation of competent authorities.	
 
F-24

 
CHINA NET ONLINE MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except for number of shares and per share data)
 
 	 	March 31,	 	 	December 31	 	
 	 	2009	 	 	2008	 	
 	 	(US $)	 	 	(US $)	 	
Assets	 	(Unaudited)	 	 	 	 	
Current assets:	 	 	 	 	 	 	
  Cash and cash equivalents	 	 	2,685	 	 	 	2,679	 	
  Accounts receivable	 	 	1,349	 	 	 	978	 	
  Other receivables	 	 	1,523	 	 	 	-	 	
  Prepayment and deposit to suppliers	 	 	4,452	 	 	 	4,072	 	
  Due  from related parties	 	 	63	 	 	 	109	 	
  Due from Control Group	 	 	536	 	 	 	243	 	
  Inventories	 	 	2	 	 	 	1	 	
  Other current assets	 	 	33	 	 	 	46	 	
Total current assets	 	 	10,643	 	 	 	8,128	 	
 	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	656	 	 	 	678	 	
Intangible asset, net	 	 	-	 	 	 	-	 	
Other long-term assets	 	 	22	 	 	 	7	 	
 	 	 	11,321	 	 	 	8,813	 	
 	 	 	 	 	 	 	 	 	
Liabilities and Stockholders’ Equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
  Accounts payable	 	 	123	 	 	 	37	 	
  Advances from customers	 	 	1,106	 	 	 	608	 	
  Other payables	 	 	1,349	 	 	 	1,333	 	
  Accrued Payroll and other accruals	 	 	143	 	 	 	66	 	
  Due to related parties	 	 	333	 	 	 	346	 	
  Due to Control Group	 	 	1,187	 	 	 	1,149	 	
Due to director	 	 	-	 	 	 	10	 	
Taxes payable	 	 	2,280	 	 	 	1,746	 	
Total current liabilities	 	 	6,521	 	 	 	5,295	 	
 	 	 	 	 	 	 	 	 	
Long-term borrowing from director	 	 	128	 	 	 	128	 	
 	 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	 	
  Common stock ($1 par value; Authorized-50,000
      shares; Issued and outstanding-10,000 shares)	 	 	  10	 	 	 	  10	 	
  Additional paid-in capital	 	 	603	 	 	 	603	 	
  Appropriated retained earnings	 	 	304	 	 	 	304	 	
  Unappropriated retained earnings	 	 	3,649	 	 	 	2,370	 	
  Accumulated other comprehensive income	 	 	106	 	 	 	103	 	
Total stockholders’ equity	 	 	4,672	 	 	 	3,390	 	
 	 	 	 	 	 	 	 	 	
 	 	 	11,321	 	 	 	8,813	 	
 
See notes to the consolidated financial statements
 
F-25

 
CHINA NET ONLINE MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME
(In thousands, except for number of shares and per share data)
 
 	 	For the three months ended March 31,	 	
 	 	2009	 	 	2008	 	
 	 	(US $)	 	 	(US $)	 	
 	 	(Unaudited)	 	 	(Unaudited)	 	
 	 	 	 	 	 	 	
Sales	 	 	9,797	 	 	 	1,516	 	
Cost of sales	 	 	6,277	 	 	 	1,378	 	
Gross margin	 	 	3,520	 	 	 	138	 	
 	 	 	 	 	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	
  Selling expenses	 	 	1,462	 	 	 	197	 	
  General and administrative expenses	 	 	349	 	 	 	137	 	
  Research and development expenses	 	 	50	 	 	 	31	 	
 	 	 	1,861	 	 	 	365	 	
  Income (loss) from operations	 	 	1,659	 	 	 	(227	)	
 	 	 	 	 	 	 	 	 	
Other income (expenses):	 	 	 	 	 	 	 	 	
  Interest income	 	 	2	 	 	 	1	 	
  Other income	 	 	4	 	 	 	-	 	
  Other expenses	 	 	-	 	 	 	-	 	
 	 	 	6	 	 	 	1	 	
Income (loss) before income tax expense	 	 	1,665	 	 	 	(226	)	
  Income tax expense	 	 	386	 	 	 	33	 	
 	 	 	 	 	 	 	 	 	
Net income/(loss)	 	 	1,279	 	 	 	(259	)	
 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	 	 	 	 	 	 	
  Foreign currency translation gain	 	 	3	 	 	 	12	 	
Comprehensive income (loss)	 	 	1,282	 	 	 	(247	)	
Earnings (loss) per share	 	 	 	 	 	 	 	 	
Earnings (loss) per common stock	 	 	 	 	 	 	 	 	
  Basic and diluted	 	 	128	 	 	 	(26	)	
 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding:	 	 	 	 	 	 	 	 	
  Basic and diluted shares	 	 	10,000	 	 	 	10,000	 	
 
See notes to the consolidated financial statements
 
F-26

 
CHINA NET ONLINE MEDIA GROUP LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
 
 	 	For the three months ended March 31,	
 	 	2009	 	2008	
 	 	(US $)	 	(US $)	
 	 	(Unaudited)	 	(Unaudited)	
 	 	 	 	 	
Cash flows from operating activities	 	 	 	 	 	 	
Net income (loss)	 	 	1,279	 	 	 	(259	)	
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities	 	 	 	 	 	 	 	 	
  Depreciation and Amortization	 	 	42	 	 	 	11	 	
Changes in operating assets and liabilities	 	 	 	 	 	 	 	 	
  Accounts receivable	 	 	(369	)	 	 	(25	)	
  Other receivables	 	 	(63	)	 	 	(80	)	
  Prepayment and deposit to suppliers	 	 	(374	)	 	 	77	 	
  Due from related parties	 	 	45	 	 	 	-	 	
  Due from/(to) Control Group	 	 	(256	)	 	 	(120	)	
Other current assets	 	 	11	 	 	 	(76	)	
  Accounts payable	 	 	86	 	 	 	143	 	
  Advances from customers	 	 	496	 	 	 	146	 	
  Accrued payroll and other accruals	 	 	77	 	 	 	(3	)	
  Due to related parties	 	 	(13	)	 	 	(7	)	
  Taxes payable	 	 	532	 	 	 	47	 	
Net cash provided by (used in) operating activities	 	 	1,493	 	 	 	(146	)	
 	 	 	 	 	 	 	 	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	
Purchases of vehicles and office equipment	 	 	(19	)	 	 	(22	)	
Purchases of Intangible and other long-term assets	 	 	(15	)	 	 	-	 	
Net cash used in investing activities	 	 	(34	)	 	 	(22	)	
 	 	 	 	 	 	 	 	 	
Cash flows from financing activities	 	 	 	 	 	 	 	 	
Increase of long-term borrowing from director	 	 	-	 	 	 	122	 	
Increase of short-term loan to third party	 	 	(1,461	)	 	 	-	 	
Increase/(decrease) in due to director	 	 	(10	)	 	 	251	 	
  Increase/(decrease) in other payables	 	 	14	 	 	 	(91	)	
Net cash provided by (used in) financing activities	 	 	(1,457	)	 	 	282	 	
 	 	 	 	 	 	 	 	 	
Effect of exchange rate fluctuation on cash and cash equivalents	 	 	4	 	 	 	15	 	
 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	6	 	 	 	129	 	
  Cash and cash equivalents at beginning of year	 	 	2,679	 	 	 	317	 	
  Cash and cash equivalents at end of year	 	 	2,685	 	 	 	446	 	
 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
  Interest paid	 	 	-	 	 	 	-	 	
  Income taxes paid	 	 	4	 	 	 	1	 	
 
See notes to the consolidated financial statements

F-27

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
1.  	Organization and principal activities	
 
The accompanying unaudited interim consolidated financial statements include the accounts of China Net Online Media Group Limited (the “Company”), and its subsidiaries and Variable Interest Entities (“VIEs”), CNET Online Technology Co., Ltd. (“CNET Online Hong Kong”), Rise King Century Technology Development (Beijing) Co., Ltd. (“Rise King Century”), Beijing CNET Online Advertising Co., Ltd. (“CNET Online Beijing”), Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“28.com”).  The Company and its subsidiaries and VIEs are collectively referred to as the “Group”.  These unaudited interim consolidated financial statements of the Group have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Group’s audited consolidated financial statements for the year ended December 31, 2008. Accordingly, these unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
 
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Group for each of the periods presented. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of results to be expected for the full year of 2009 due in part to the nature of the Group’s business. The consolidated balance sheet as of December 31, 2008 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements and related notes for the year ended December 31, 2008.
 
Details of the Company’s subsidiaries and VIEs are as follows:
 
China Net Online Media Group Limited (the “Company”) was established in the British Virgin Islands (“BVI”) on August 13, 2007. The Company itself has no significant business operations and assets other than holds equity interests in its subsidiaries and VIEs through a series of reorganization activities described below (the “Reorganization”).
 
CNET Online Technology Co., Ltd. (“CNET Online Hong Kong) was established as an Investment Holding Company by the Company in Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”) on September 4, 2007.

Rise King Century Technology Development (Beijing) Co., Ltd. (“Rise King Century”) was established as a wholly foreign owned enterprise on January 17, 2008 in Beijing, the PRC by CNET Online Hong Kong.  The registered capital of Rise King Century is HK$ 1,000,000 (equal to USD127,674). Rise King Century is principally engaged in developing and selling of computer software and providing related technical supports and business consulting services to its VIEs.

Beijing CNET Online Advertising Co., Ltd. (“CNET Online Beijing”) was established as a limited liability company on January 27, 2003 in Beijing, the PRC. The registered capital of CNET Online is RMB1,000.000 (equal to USD 120,675). CNET Online is principally engaged in reselling of TV advertising time purchased from TV stations to small & medium franchisors in the franchise industry.
 
CNET Online Beijing signed a cooperation agreement in June 2008 and followed up with a supplementary agreement in December 2008 with Shanghai Borongdingsi Computer Technology Co., Ltd. (“Borongdingsi”) to conducting bank kiosk advertisement business. The business is based on a franchise agreement between Borongdingsi and Henan provincial branch of China Construction Bank which allows Borongdingsi or its designated party to conduct in-door advertisement business within the business outlets across its business outlets throughout Henan province. The franchise agreement was termed eight years starting August 2008.
 
F-28

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
However, Borongdingsi was not able to conduct the advertisement as a stand-alone business due to the lack of advertisement business license and supporting financial resources. Pursuant to the agreements signed between CNET Online Beijing and Borongdingsi, CNET Online Beijing committed to purchasing equipment, providing working capital, technical and other related supports to this business.  CNET Online Beijing owns the equipment and is entitled to signing contracts in its name, collecting the advertisement revenue generated from this business exclusively until the recovery of the purchase cost of the equipment. The succeeding net profit generated from the business, if any, will be distributed to CNET Online Beijing and three individual shareholders of Borongdingsi at a proportion of 51% and 49% respectively.

Business Opportunity Online (Beijing) Network Technology Co., Ltd (“28.com”) was established as a limited liability company on December 8, 2004 in Beijing, the PRC. The original registered capital of 28.com is RMB 1,000,000 (equal to USD 120,678) and was increased to RMB 3,000,000 (equal to USD394,123) in July, 2007. 28.com is principally engaged in providing internet advertising services and related technical support services on its portal website www.28.com  and reselling of internet advertisement resources purchased from other portal websites in bulk to small & medium franchisors in the franchise industry.

CNET Online Beijing and 28.com were commonly controlled by the same three shareholders, with ownership of 46% by Mr. Handong CHENG, 36% by Mr. Xuanfu LIU and 18% by Ms. Li SUN respectively (collectively “the Control Group”) prior to a reorganization (“the Reorganization”) in October, 2008.

In order to comply with PRC laws and regulations which prohibit foreign control of companies in certain industries and in contemplation of a share exchange with a public shell company in the United States by the Company, effective control over CNET Online Beijing and 28.com was transferred to Rise King Century through a series of contractual arrangements without transferring legal ownership in CNET Online Beijing and 28.com. As a result of these contractual arrangements, Rise King Century maintained the ability to approve decision made by CNET Online Beijing and 28.com and was entitled to substantially all of the economic benefits of CNET Online Beijing and 28.com.  Therefore, the Company consolidates CNET Online Beijing and 28.com in accordance with Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, and its related interpretations (including but not limited to Statement of Financial Accounting Standards (“SFAS”) No. 94, “Consolidation of All Majority—Owned Subsidiaries”, and FASB Interpretation No. 46R., “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46R”)) and Regulation S-X 3A-02.  Immediately before and after the Reorganization, the Control Group controlled CNET Online Beijing and 28.com, therefore the Reorganization is accounted for as a transaction between entities under common control in a manner similar to pooling of interests. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the period presented.

2.  	Summary of significant accounting policies	
 
a)  	 Basis of presentation	
 
The accompanying consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
b)  	Principles of Consolidation	
 
The consolidated financial statements include the financial statements of all the subsidiaries and VIEs of the Company. All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation.
 
F-29

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
c)  	Use of estimates	
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.
 
d)  	Advertising cost	
 
Advertising costs are expensed when incurred and are included in “selling expenses” in the statement of operations. For the three months ended March 31, 2009 and 2008, advertising expenses were approximately US$ 1,139,000 and US$120,000 respectively.
 
e)  	Research and development expenses	
 
Research and development expenses, related to both present and future service offerings are charged to operations as incurred.  Expenses for research and development for the three months ended March 31, 2009 and 2008 were approximately US$ 50,000 and US$ 31,000 respectively.
 
f)  	Income taxes	
 
The Group follows the liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on the difference between of the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income statement in the period that includes the enactment date. The Group had no deferred tax assets and liabilities recognized for the three months period ended March 31, 2009 and 2008.
 
g)  	Uncertain tax positions	
 
The Group adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007. FIN 48 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. For the year ended December 31, 2008 and 2007, the Group did not have any interest and penalties associated with tax positions and the Group did not have any significant unrecognized uncertain tax positions.
 
h)  	Recently issued accounting pronouncements	

FASB Statement No. 157 (“SFAS No. 157”)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, provides a framework for measuring fair value, and expands the disclosures required for fair value measurements.  SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007.  Although management will continue to evaluate the application of SFAS No. 157, management does not currently believe the adoption of SFAS No. 157 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 159 (“SFAS No. 159”)

F-30

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
In February 2007, the FASB issued SFAS No. 159, Fair Value Option for Financial Assets and Financial Liabilities .  SFAS 159 permits companies to measure certain financial instruments and certain other items at fair value.  The standard requires that unrealized gains and losses on items for which the fair value option has been elected to be reported in earnings. SFAS No. 159 is effective for the Group on January 1, 2008, although earlier adoption is permitted.  Although management will continue to evaluate the application of SFAS No. 159, management does not currently believe the adoption of SFAS No. 159 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 160 (“SFAS No. 160”)

On December 4, 2007 the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” (“SFAS160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 160, management does not currently believe the adoption of SFAS No. 160 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 141R (“SFAS No. 141(R)”)

On December 4, 2007 the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (SFAS 141(R)). SFAS 141(R) will significantly change the accounting for business combinations. Under SFAS 141(R) an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141(R) will change the accounting treatment for certain specific item, including:
• Acquisition costs will be generally expensed as incurred;
• Non-controlling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date;
• Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;
• In process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
• Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date;
• Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

F-31

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
SFAS 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. Although management will continue to evaluate the application of SFAS No. 141(R), management does not currently believe the adoption of SFAS No. 141R will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 161 (“SFAS No. 161”)

In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS161”), an amendment of FASB Statement No.133. The new standard requires enhanced disclosures to help investors better understand the effect of an entity’s derivative instruments and related hedging activities on its financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Although management will continue to evaluate the application of SFAS No. 161, management does not currently believe the adoption of SFAS No. 161 will have a material impact on the Group’s results of operations or financial position.

FASB statement No. 162 (“SFAS No. 162”)

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. This new standard shall be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With General Accepted Accounting Principles”. Although management will continue to evaluate the application of SFAS No. 162, management does not currently believe the adoption of SFAS No. 162 will have a material impact on the Group’s results of operations or financial position.
 
FASB statement No. 163 (“SFAS No. 163”)

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60” (“SFAS 163”). The scope of SFAS163 is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. Although management will continue to evaluate the application of SFAS No. 163, management does not currently believe the adoption of SFAS No. 163 will have a material impact on the Group’s results of operations or financial position.
 
3.  	Cash and cash equivalents	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Cash	 	 	806	 	 	 	131	 	
Deposits with short-term maturities	 	 	1,879	 	 	 	2,548	 	
Total	 	 	2,685	 	 	 	2,679	 	
 
4.  	Due from related parties	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Beijing Saimeiwei Food Equipment Technology Co., Ltd.	 	 	16	 	 	 	49	 	
Beijing Zujianwu Technology Co., Ltd.	 	 	-	 	 	 	15	 	
Beijing Xiyue Technology Co., Ltd.	 	 	-	 	 	 	7	 	
Beijing Fengshangyinli Technology Co., Ltd	 	 	10	 	 	 	15	 	
Soyilianmei Advertising Co., Ltd.	 	 	37	 	 	 	23	 	
 	 	 	63	 	 	 	109	 	
 
These related parties are directly or indirectly owned by the Control Group, The Group provided advertising services to these parties. Due from these parties were outstanding payment for advertising services provided.
 
F-32

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
5.  	Due from Control Group	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due from Control Group	 	 	536	 	 	 	243	 	
 
Due from Control Group were short-term, non-interest bearing loan borrowed by the Control Group individuals.
 
6.  	Other receivables	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Short-term loan to third party	 	 	1,461	 	 	 	-	 	
Staff Advances	 	 	62	 	 	 	-	 	
 	 	 	1,523	 	 	 	-	 	
 
Short-term loan to third party is non-interest bearing loan and was repaid in May 2009.
 
7.  	Prepayment and deposit to suppliers	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Performance guarantee to TV advertisement providers	 	 	1,866	 	 	 	2,268	 	
Prepayment to TV advertisement and internet resources providers	 	 	2,584	 	 	 	1,784	 	
Other deposits and prepayments	 	 	2	 	 	 	20	 	
 	 	 	4,452	 	 	 	4,072	 	
 
F-33

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
Performance guarantee to TV advertisement providers is paid as a contractual deposit to the TV advertisement service providers.  These amounts will be used to offset the service fee need to be paid to the service providers in the last month of each contract period. Therefore, management believes that there will not be any collectability issue about these balances and no allowance for doubtful accounts is required.
 
According to the contracts signed between the Group and its suppliers, the Group is normally required to pay the contract amount in advance.  These repayments will be transferred to cost of sales when the related services are provided.
 
Therefore, management of the Group believes that there will not be any collectability issue about these deposits and prepayments, and no allowance for doubtful accounts is required.

8.  	Property and equipment	
 
        Property and equipment consist of the following:
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Vehicles	 	 	90	 	 	 	90	 	
Office equipment	 	 	305	 	 	 	286	 	
Electronic devices	 	 	438	 	 	 	437	 	
Total property and equipment	 	 	833	 	 	 	813	 	
Less: accumulated depreciation	 	 	177	 	 	 	135	 	
Total property and equipment, net	 	 	656	 	 	 	678	 	
 
9.  	Other payables	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due to third parties	 	 	1,256	 	 	 	1,255	 	
Others	 	 	93	 	 	 	78	 	
 	 	 	1,349	 	 	 	1,333	 	

Due to third parties as of March 31, 2009 and December 31, 2008 represents a working capital loan borrowed by the Group which will be paid off in 2009.

F-34

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
10.  	Due to related parties	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Beijing Rongde Information Technology Co., Ltd.	 	 	292	 	 	 	292	 	
Beijing Saimeiwei Food Equipments Technology Co., Ltd	 	 	26	 	 	 	54	 	
Beijing Fengshangyinli Technology Co., Ltd	 	 	10	 	 	 	-	 	
Beijing Telijie Cleaning Technology Co., Ltd.	 	 	5	 	 	 	-	 	
Soyilianmei Advertising Co., Ltd.	 	 	-	 	 	 	-	 	
 	 	 	333	 	 	 	346	 	
 
These related parties are directly or indirectly owned by the Control Group, The Group provided advertising services to these parties.  Due to these parties were advance payments paid by these parties to the Group for advertising services that will be provided in the following year.

11.  	Due to Control Group	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Due to Control Group	 	 	1,187	 	 	 	1,149	 	
 
Due to Control Group were amount paid by Control Group individuals on behalf of the Group which mainly included staff salary, performance bonus and cost of sales.

12.  	Taxation	
 
i)  	 Income tax	
 
i). The Company is incorporated in the BVI.  Under the current law of the BVI, the Company is not subject to tax on income or capital gains.  Additionally, upon payments of dividends by the Company to its shareholders, no BVI withholding tax will be imposed.
 
ii). CNET Online Hong Kong was incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits tax have been made in the financial statements as CNET Online Hong Kong has no assessable profits for the years ended December 31, 2008 and 2007 respectively. Additionally, upon payments of dividends by CNET Online Hong Kong to its shareholders, no Hong Kong withholding tax will be imposed.
 
F-35

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
iii).  The Company’s PRC subsidiary and VIEs, being incorporated in the PRC, are governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”).  Effective from January 1, 2008, the EIT rate of PRC was changed from 33% of to 25%, and applies to both domestic and foreign invested enterprises.
 
l  	Rise King Century is a newly established software company qualified by the related PRC governmental authorities and was entitled to a two-year EIT exemption from its first profitable year and a 50% reduction of its applicable EIT rate, which is 25% of its taxable income for the exceeding three years. Rise King Century is exempt from EIT in 2008 and 2009.	
 
l  	28.com was qualified as a High and New Technology Enterprise in Beijing High-Tech Zone and was entitled to a preferential tax rate of 15% and is further entitled to a three year EIT exemption for its first three years of operations and a 50% reduction of its applicable EIT rate for the exceeding three years.  The exemption tax holiday for 28.com was from fiscal year 2005 to 2007.	
 
In March 2007, a new enterprise income tax law (the “New EIT”) in the PRC was enacted which was effective on January 1, 2008. The New EIT applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. On April 14, 2008, relevant governmental regulatory authorities released qualification criteria, application procedures and assessment processes for “high and new technology enterprise” status under the New EIT which would entitle qualified and approved entities to a favorable statutory tax rate of 15%. 28.com has not obtained the approval of its reassessment of the qualification as a “High and New Technology enterprise” as of December 31, 2008 and March 31, 2009.  Therefore, 28.com accounted for its current income tax using a tax rate of 25% for the year ended December 31, 2008 and the three months ended March 31, 2009.  If 28.com is able to be re-qualified as a “High and New Technology enterprise” in 2009, it will be entitled to the preferential tax rate of 15%.  28.com will file the application for tax refund to the tax authorities after it obtained the approval for its High and New Technology enterprise qualification.
 
l  	The applicable income tax rate for CNET Online Beijing was 25% for the three months ended March 31, 2009 and 2008.	
 
j)  	Business tax and relevant surcharges	
 
Revenue of advertisement services are subject to 5.5% business tax and 3% cultural industry development surcharge of the gross service income, revenue from reselling of TV advertisement time is subject to 5.5% business tax and 3% cultural industry development surcharge of the net service income after deducting amount paid to ending media promulgators. Revenue of internet technical support services is subjected to 5.5% business tax.  Business tax charged was included in cost of sales.
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Business tax payable	 	 	612	 	 	 	556	 	
Culture industry development surcharge payable	 	 	96	 	 	 	4	 	
Enterprise Income tax payable	 	 	1,518	 	 	 	1,132	 	
Individual Income tax payable	 	 	54	 	 	 	54	 	
 	 	 	2,280	 	 	 	1,746	 	
 
F-36

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
13.  	Long-term borrowing from director	
 
 	 	March 31,	 	 	December 31,	 	
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Long-term borrowing from director	 	 	128	 	 	 	128	 	
 
Long-term borrowing from director was non-interest bearing loan borrowed from director of the Group in relating to the long-term investment to the Company’s wholly-owned subsidiary CNET Online Hong Kong.

14.  	Restricted net assets	
 
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its PRC subsidiary and VIEs. Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s PRC subsidiary and VIEs.
 
In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, a foreign invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. Rising King Century was established as a wholly-owned foreign invested enterprise and therefore are subject to the above mandated restrictions on distributable profits.
 
Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory common reserve at least 10% of its annual after-tax profit until such reserve has reached 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide for discretionary surplus reserve, at the discretion of the board of directors, from the profits determined in accordance with the enterprise’s PRC statutory accounts. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. CNET Online Beijing and 28.com were established as a domestic invested enterprise and therefore is subject to the above mandated restrictions on distributable profit
 
As a result of these PRC laws and regulations that require annual appropriations of 10% of after-tax income to be set aside prior to payment of dividends as general reserve fund, the Company’s PRC subsidiary and VIEs are restricted in their ability to transfer a portion of their net assets to the Company.
 
Amounts restricted include paid-in capital and statutory reserve funds of the Company’s PRC subsidiary and VIEs as determined pursuant to PRC generally accepted accounting principles, totaling approximately US$ 907,000 as of March 31, 2009.
 
F-37

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
15.  	Related party transactions	
 
For the three months ended March 31, 2009 and 2008, related party transactions consist of:
 
 	 	2009	 	 	2008	 	
 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	
Advertising revenue from related parties:	 	 	 	 	 	 	
-Beijing Saimeiwei Food Equipment Technology Co., Ltd,	 	 	283	 	 	 	-	 	
-Beijing Zujianwu Technology Co., Ltd.	 	 	-	 	 	 	-	 	
-Beijing Fengshangyinli Technology Co., Ltd.	 	 	31	 	 	 	-	 	
-Soyilianmei Advertising Co., Ltd.	 	 	165	 	 	 	-	 	
-Beijing Telijie Cleaning Technology Co., Ltd.	 	 	15	 	 	 	-	 	
-Shiji Huigu Technology Investment Co., Ltd	 	 	-	 	 	 	-	 	
-Beijing Telijie Century Environmental Technology Co., Ltd.	 	 	-	 	 	 	-	 	
-Beijing Rongde Information Technology Co., Ltd.	 	 	-	 	 	 	-	 	
 	 	 	494	 	 	 	-	 	
 
16.  	Employee defined contribution plan	
 
Full time Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the PRC subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were approximately US$ 28,000 and US$ 23,000 for the three months ended March 31, 2009 and 2008 respectively.

17.  	Commitments	
 
The following table sets forth the Group’s contractual obligations as of March 31, 2009:
 
 	 	 	Rental
payments	 	 	Server hosting and
board-band lease
payments	 	 	Internet resources and TV
advertisement purchase
payments	 	 	 
Total	 	
 	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	 	US$(’000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nine months ended December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	
 -2009	 	 	 	196	 	 	 	79	 	 	 	17,235	 	 	 	17,510	 	
Year ended December 31,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 -2010	 	 	 	260	 	 	 	-	 	 	 	1,702	 	 	 	1,962	 	
 -2011	 	 	 	260	 	 	 	-	 	 	 	1,459	 	 	 	1,719	 	
 Total	 	 	 	716	 	 	 	79	 	 	 	20,396	 	 	 	21,191	 	

 
2.  	Segment reporting	
 
Based on the criteria established by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, the Group mainly operated in four principal segments: TV advertising, internet advertising, internet advertising resources resell and bank kiosk advertising. The following tables present summarized information by segments.
 
F-38

 
CHINA NET ONLINE MEDIA GROUP LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 	 	Three months ended March 31, 2009	 	

 
Internet
Ad.	 	 	 

TV
Ad.	 	 	 

Bank
kiosk	 	 	 
Internet
Ad.
resources
resell	 	 	 

 
Others	 	 	Inter- segment and
reconciling item	 	 	 

 
Total	 	
 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	3,684	 	 	 	5,742	 	 	 	-	 	 	 	371	 	 	 	-	 	 	 	-	 	 	 	9,797	 	
Cost of sales	 	 	858	 	 	 	5,040	 	 	 	-	 	 	 	364	 	 	 	15	 	 	 	-	 	 	 	6,277	 	
Total operating expenses	 	 	1,566	 	 	 	175	 	 	 	21	 	 	 	-	 	 	 	99	 	 	 	-	 	 	 	1,861	 	
Including: Depreciation and amortization expense	 	 	9	 	 	 	12	 	 	 	21	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	42	 	
Operating income(loss)	 	 	1,260	 	 	 	527	 	 	 	(21	)	 	 	7	 	 	 	(114	)	 	 	-	 	 	 	1,659	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditure for long-term assests	 	 	8	 	 	 	16	 	 	 	-	 	 	 	-	 	 	 	10	 	 	 	-	 	 	 	34	 	
Net income (loss)	 	 	855	 	 	 	552	 	 	 	(21	)	 	 	7	 	 	 	(114	)	 	 	-	 	 	 	1,279	 	
Total assets	 	 	8,067	 	 	 	6,383	 	 	 	395	 	 	 	-	 	 	 	341	 	 	 	(3,865	)	 	 	11,321	 	
 
 	 	Three months ended March 31, 2008	 	

Internet
Ad.	 	 	 
 
TV
Ad.	 	 	 
 
Bank
kiosk	 	 	 
Internet
Ad.
resources
resell	 	 	 

 
Others	 	 	Inter- segment and
reconciling item	 	 	 

 
Total	 	
 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	 	US$
(‘000)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	1,516	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,516	 	
Cost of sales	 	 	1.378	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1.378	 	
Total operating expenses	 	 	365	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	365	 	
Including: Depreciation and amortization expense	 	 	11	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	11	 	
Operating income(loss)	 	 	(227	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(227	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Expenditure for long-term assests	 	 	22	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	22	 	
Net income (loss)	 	 	(259	)	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(259	)	
Total assets	 	 	2,312	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,312	 	
 
F-39

 
Pro Forma Combined Financial Statements
 
The following pro forma balance sheet has been derived from the balance sheet of Emazing Interactive, Inc. at March 31, 2009, and adjusts such information to give the effect of the acquisition of China Net Online Media Group Limited, a British Virgin Island corporation, as if the acquisition had occurred at March 31, 2009.  The following pro forma EPS statement has been derived from the income statement of China Net Online Media Group Limited and adjusts such information to give the effect that the acquisition by Emazing Interactive, Inc. at December 31, 2008 and March 31, 2009, respectively. The pro forma balance sheet and EPS statement is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at March 31, 2009 or December 31, 2008.
 
PRO FORMA COMBINED BALANCE SHEET	 	
(In thousands, except for number of shares and per share data)	 	
(Unaudited)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	China NetOnline Media Group Limited	 	 	EmazingInteractive, Inc.	 	 	Adjustments	 	 	 	 	 	Proforma	 	
 	 	March 31,	 	 	March 31,	 	 	 	 	 	 	 	 	 	 	
 	 	2009	 	 	2009	 	 	 	 	 	 	 	 	 	 	
 	 	(US $)	 	 	(US $)	 	 	 	 	 	 	 	 	 	 	
 	 	(unaudited)	 	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
ASSETS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 	2,685	 	 	 	1	 	 	 	(1	)	 	 	A	 	 	 	2,385	 	
 	 	 	 	 	 	 	 	 	 	 	(300	)	 	 	C	 	 	 	 	 	
Accounts receivable	 	 	1,349	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,349	 	
Other receivables	 	 	1,523	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,523	 	
Prepayment and deposit to suppliers	 	 	4,452	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4,452	 	
Due from related parties	 	 	63	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	63	 	
Due from control group	 	 	536	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	536	 	
Inventories	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2	 	
Other current assets	 	 	33	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	33	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
  Total current assets	 	 	10,643	 	 	 	1	 	 	 	(301	)	 	 	 	 	 	 	10,343	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Property and equipment, net	 	 	656	 	 	 	5	 	 	 	(5	)	 	 	A	 	 	 	656	 	
Intangible, net	 	 	-	 	 	 	5	 	 	 	(5	)	 	 	A	 	 	 	-	 	
Other long-term assets, net	 	 	22	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	22	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	 	11,321	 	 	 	11	 	 	 	(311	)	 	 	 	 	 	 	11,021	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS' EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current Liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable	 	 	123	 	 	 	52	 	 	 	(52	)	 	 	A	 	 	 	123	 	
Accounts payable - related party	 	 	 	 	 	 	4	 	 	 	(4	)	 	 	A	 	 	 	-	 	
Advances from customers	 	 	1,106	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	1,106	 	
Other payables	 	 	1,349	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	1,349	 	
Accrued payroll and other accruals	 	 	143	 	 	 	4	 	 	 	(4	)	 	 	A	 	 	 	143	 	
Due to related parties	 	 	333	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	333	 	
Due to control group	 	 	1,187	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,187	 	
Due to director	 	 	-	 	 	 	-	 	 	 	-	 	 	 	 	 	 	 	-	 	
Line of credit	 	 	 	 	 	 	40	 	 	 	(40	)	 	 	C	 	 	 	-	 	
Taxes payable	 	 	2,280	 	 	 	 	 	 	 	-	 	 	 	 	 	 	 	2,280	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Current Liabilities	 	 	6,521	 	 	 	100	 	 	 	(100	)	 	 	A	 	 	 	6,521	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term borrowing from director	 	 	128	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	128	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Liabilities	 	 	6,649	 	 	 	100	 	 	 	(100	)	 	 	A	 	 	 	6,649	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholders' equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Common stock ($0.001 par value; authorized - 50,000,000 shares; issued and outstanding - 15,774,300 shares)	 	 	10	 	 	 	6	 	 	 	14	 	 	 	B	 	 	 	16	 	
 	 	 	 	 	 	 	 	 	 	 	(10	)	 	 	B	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	(4	)	 	 	C	 	 	 	 	 	
Additional paid in capital	 	 	603	 	 	 	263	 	 	 	(309	)	 	 	A	 	 	 	297	 	
 	 	 	 	 	 	 	 	 	 	 	(14	)	 	 	B	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	10	 	 	 	D	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	(256	)	 	 	C	 	 	 	 	 	
Appropriated retained earnings	 	 	304	 	 	 	(358	)	 	 	358	 	 	 	 	 	 	 	304	 	
Unappropriated retained earnings	 	 	3,649	 	 	 	-	 	 	 	 	 	 	 	B	 	 	 	3,649	 	
Accumulated other comprehensive    income	 	 	106	 	 	 	-	 	 	 	 	 	 	 	 	 	 	 	106	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders' equity	 	 	4,672	 	 	 	(89	)	 	 	(211	)	 	 	 	 	 	 	4,356	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and stockholders' equity	 	 	11,321	 	 	 	11	 	 	 	(311	)	 	 	 	 	 	 	11,021	 	

See notes to financial statements

 
PRO FORMA EPS (UNAUDITED)
(In thousands, except for number of shares and per share data)

 	 	China Net
Online Media
Group Limited	 	 	China Net
Online Media
Group Limited	 	
 	 	 	 	 	 	 	
 	 	Year Ended
December 31,
2008
(unaudited)	 	 	Three Months
Ended March,
2009
(unaudited)	 	
 	 	 	 	 	 	 	
Net income/(loss)	 	$	2,800	 	 	$	1,279	 	
 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss)	 	 	 	 	 	 	 	 	
Foreign currency translation gain	 	 	71	 	 	 	3	 	
 	 	 	 	 	 	 	 	 	
Comprehensive income (loss)	 	$	2,871	 	 	$	1,282	 	
 	 	 	 	 	 	 	 	 	
Net income (loss) per Share	 	 	 	 	 	 	 	 	
Basic and diluted	 	$	0.20	 	 	$	0.09	 	
 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	13,790,800	 	 	 	13,790,800	 	
 
See notes to financial statements

Unaudited Notes to Pro Forma Combined Financial Statements

On June 26, 2009, Emazing Interactive, Inc., (the "Company") entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Net Online Media Group Limited, a company organized under the laws of British Virgin Islands (“China Net”), (ii) China Net’s shareholders, Allglad Limited, a British Virgin Islands company (“Allglad”), Growgain Limited, a British Virgin Islands company ("Growgain"), Rise King Investments Limited, a British Virgin Islands company (“Rise King BVI”), Star (China) Holdings Limited, a British Virgin Islands company (“Star”), Surplus Elegant Investment Limited, a British Virgin Islands company (“Surplus”), Clear Jolly Holdings Limited, a British Virgin Islands company (“Clear” and together with Allglad, Growgain, Rise King BVI, Star and Surplus, the “China Net Shareholders”), who together own shares constituting 100% of the issued and outstanding ordinary shares of China Net (iii) G. Edward Hancock, the principal stockholder of the Company (the “Emazing Principal Shareholder”). Pursuant to the terms of the Exchange Agreement, the China Net Shareholders transferred to us all of the China Net shares in exchange for the issuance of 13,790,800 shares of our common stock.  As a result of the Share Exchange, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, engage in providing advertising, marketing and communication services to small and medium companies in China.

Immediately prior to the Share Exchange, 4,400,000 shares of our outstanding common stock were cancelled and retired.  China Net also deposited $300,000 into an escrow account, which amount was paid to the Emazing Principal Shareholder, who owned the 4,400,000 shares, as a result of the Share Exchange having been consummated.

As a result of the transactions described above, we became the record and beneficial owner of 100% of the share capital of China Net and therefore own 100% of the share capital of its subsidiaries and  Variable Interest Entities indirectly.

As a result of the Share Exchange, the cancellation of 4,400,000 shares and the issuance of 600,000 shares, we will have 15,774,300 shares of common stock issued and outstanding.  Pursuant to the terms of the Agreement, China Net’s officers and directors were appointed as our officers and directors, and G. Edward Hancock resigned as our President, CEO and sole director.  However, the change in our board of directors will not be effective until 10 days after the mailing of a Schedule 14F Information Statement to our shareholders, which we expect to do promptly after the closing of the Share Exchange.

The transaction was regarded as a reverse merger whereby China Net was considered to be the accounting acquirer as it retained control of Emazing after the Share Exchange.

All amounts of Emazing were reversed as the net assets assumed by China Net in the reverse merger were $0 after the Company satisfied the remaining portion of a $40,000 line of credit with part of the $300,000 escrow deposit (described above).
 
China Net Online Media Limited was incorporated in the British Virgin Islands on August 13, 2007 (“China Net”).  In April 11, 2008, China Net became the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kong company (“China Net HK”), which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) established in the People's Republic of China (“Rise King WFOE”).  We refer to the transactions that resulted in China Net becoming an indirect parent company of Rise King WFOE as the “Offshore Restructuring.” We operate our business in China primarily through Business Opportunity Online (Beijing) Network Technology Co., Ltd. (“Business Opportunity Online”), Beijing CNET Online Advertising Co., Ltd. (“Beijing CNET Online ”), and Shanghai Borongdingsi Computer Technology Co., Ltd. (“Shanghai Borongdingsi”).  Business Opportunity Online, Beijing CNET Online and Shanghai Borongdingsi, were incorporated on December 8, 2004, January 27, 2003 and August 3, 2005, respectively.  From time to time, we refer to them collectively as the “PRC Operating Entities.”

 
The consolidated financial statements reflect all predecessor statements of income and cash flow activities and include the accounts of China Net Online Media Group Limed, and its subsidiaries and Variable Interest Entities (VIEs). China Net (and its historical financial statements) is the continuing entity for financial reporting purposes.
 
The preceding unaudited pro forma combined balance sheet represents the combined financial position of China Net as of March 31, 2009, as if the reverse merger acquisition occurred on March 31, 2009.

The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the reverse acquisition of China Net had been consummated as of the beginning of the period indicated, nor is necessarily indicative of the resulted of future operations.

Assumptions and Adjustments:

A)  	 Per the terms of the Share Exchange, Emazing was delivered with zero assets and zero liabilities at time of closing;	

B)  	At closing and pursuant to the Exchange Agreement, we acquired all of the issued and outstanding capital stock of China Net in exchange for the issuance of 13,790,800 common stock shares; 	

C)  	In exchange for $300,000, the Company agreed to cancel 4,400,000 shares of common stock and retire a $40,000 line of credit; and,	

D)  	At closing, common stock of China Net will be reclassified to additional paid-in-capital to reflect the additional shares of common stock issued as part of the Share Exchange.	

 

 
SHARE EXCHANGE AGREEMENT
 
BY AND AMONG
 
EMAZING INTERACTIVE, INC.
 
G. EDWARD HANCOCK
 
CHINA NET ONLINE MEDIA GROUP LIMITED
 
AND
 
SHAREHOLDERS LISTED ON SCHEDULE II
 
DATED: JUNE 26, 2009

 
TABLE OF CONTENTS
 
 	 	Page	
 	 	 	
SECTION I	DEFINITIONS	1	
 	 	 	
SECTION II	EXCHANGE OF SHARES AND SHARE CONSIDERATION	7	
 	 	 	
SECTION III	CLOSING DATE	8	
 	 	 	
SECTION IV 	REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS	8	
 	 	 	
SECTION V	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	11	
 	 	 	
SECTION VI	REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY AND THE ACQUIROR COMPANY PRINCIPAL SHAREHOLDER	17	
 	 	 	
SECTION VII	COVENANTS OF THE ACQUIROR COMPANY	26	
 	 	 	
SECTION VIII	CONDITIONS PRECEDENT OF THE ACQUIROR COMPANY	27	
 	 	 	
SECTION IX	CONDITIONS PRECEDENT OF THE COMPANY AND THE SHAREHOLDERS	29	
 	 	 	
SECTION X	INDEMNIFICATION; REMEDIES	31	
 	 	 	
SECTION XI	GENERAL PROVISIONS	33	
 	 	 	
SCHEDULE I	 	40	
 	 	 	
SCHEDULE II	 	40	
 	 	 	
SCHEDULES	 	41	
 	 	 	
EXHIBIT A	SHARES AND ACQUIROR COMPANY SHARES TO BE EXCHANGED	42	
 	 	 	
EXHIBIT B	DEFINITION OF “ACCREDITED INVESTOR”	43	
 	 	 	
EXHIBIT C	DEFINITION OF “U.S. PERSON”	44	
 	 	 	
EXHIBIT D	ACCREDITED INVESTOR REPRESENTATIONS	46	
 	 	 	
EXHIBIT E	NON U.S. PERSON REPRESENTATIONS	48	
 	 	 	
EXHIBIT F	FORM OF LEGAL OPINION	50	
 	 	 	
EXHIBIT G	FORM OF LEGAL OPINION	51 	
 
i

 
Share Exchange Agreement
 
This Share Exchange Agreement, dated as of June 26, 2009, is made by and among Emazing Interactive, Inc., a Nevada corporation (the “ Acquiror Company ”), G. Edward Hancock (the “ Acquiror Company Principal Shareholder ” or “Hancock”), China Net Online Media Group Limited, a company organized under the laws of the British Virgin Islands (the “ Company ”), and each of the Persons listed on  Schedule II  hereto who are shareholders of the Company (collectively, the “ Shareholders ”, and individually a “ Shareholder ”)
 
BACKGROUND
 
WHEREAS, the Shareholders have agreed to transfer to the Acquiror Company, and the Acquiror Company has agreed to acquire from the Shareholders, all of the Shares, which Shares constitute 100% of the issued and outstanding shares of the Company, in exchange for 13,790,800 shares of the Acquiror Company’s Ordinary Shares to be issued on the Closing Date (the “ Acquiror Company Shares ”), which Acquiror Company Shares shall constitute approximately 91% of the issued and outstanding shares of Acquiror Company’s Ordinary Shares immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions as set forth herein, and
 
WHEREAS, concurrent with the Share Exchange and as a condition to its consummation, there shall be released from escrow and paid to the Acquiror Company Principal Shareholder the sum of US$300,000 in consideration for the consummation of the Share Exchange which shall be used for the repurchase (the “ Repurchase ”) of 4,400,000 shares of Ordinary Shares held by the Acquiror Company Principal Shareholder (the “ Repurchase ”).
 
NOW THEREFORE in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
 
SECTION I
DEFINITIONS
 
Unless the context otherwise requires, the terms defined in this Section 1 will have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.
 
1.1           “Accredited Investor” has the meaning set forth in Regulation D under the Securities Act and set forth on  Exhibit B .
 
1.2           “Acquired Companies” means, collectively, the Company and the Company Subsidiaries.
 
1.3           “Acquiror Company Balance Sheet” means the Acquiror Company’s balance sheet at March 31, 2009.

 
1.4           “Acquiror Company Board” means the Board of Directors of the Acquiror Company.
 
1.5           “Acquiror Company Common Stock” means the Acquiror Company’s common stock, par value US $0.001 per share.
 
1.6           “Acquiror Company Shares” means the Acquiror Company Common Stock being issued to the Shareholders pursuant hereto.
 
1.7           “Affiliate” shall mean, with respect to any Person, any other Person that (a) directly or indirectly, whether through one or more intermediaries or otherwise, controls or is controlled by or is under common control with such Person.  For purposes of this definition, “control” (including with correlative meanings “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.  For the purposes of this definition, a Person shall be deemed to control any of his or her immediate family members.
 
1.8           “Agreement” means this Share Exchange Agreement, including all Schedules and Exhibits hereto, as this Share Exchange Agreement may be from time to time amended, modified or supplemented.
 
1.9           “Closing Date” has the meaning set forth in Section 3.
 
1.10           “Code” means the Internal Revenue Code of 1986, as amended.
 
1.11           “Commission” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and the Exchange Act.
 
1.12           “Company” means China Net Online Media Group Limited, a company organized under the laws of the British Virgin Islands.
 
1.13           “Company Board” means the Board of Directors of the Company.
 
1.14           “Company Indemnified Party” has the meaning set forth in Section 9.1.
 
1.15           “Company Subsidiaries” means all of the direct and indirect Subsidiaries of the Company and the PRC Companies.
 
1.16           “Distributor” means any underwriter, dealer or other Person who participates, pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance on Regulation S.
 
1.17           “Equity Security” means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.
 
2

 
1.18           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
1.19           “Exchange Act” means the Securities Exchange Act of 1934 or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will then be in effect.
 
1.20           “Exhibits” means the several exhibits referred to and identified in this Agreement.
 
1.21           “Form 8-K” means a current report on Form 8-K under the Exchange Act.
 
1.22           “GAAP” means, with respect to any Person, United States generally accepted accounting principles applied on a consistent basis with such Person’s past practices.
 
1.23           “Governmental Authority” means any federal or national, state or provincial, municipal or local government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, political subdivision, commission, court, tribunal, official, arbitrator or arbitral body, in each case whether U.S. or non-U.S.
 
1.24           “HK Company” means CNET OnLine Technology Co., Limited, a company organized under the laws of Hong Kong.
 
1.25           “Indebtedness” means any obligation, contingent or otherwise.  Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.
 
1.26           “Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.
 
1.27           “Laws” means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.
 
1.28           “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.
 
3

 
1.29           “Material Acquiror Company Contract” means any and all agreements, contracts, arrangements, leases, commitments or otherwise, of the Acquiror Company, of the type and nature that the Acquiror Company is required to file with the Commission.
 
1.30           “Material Adverse Effect” means, any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the Acquiror Company or the Acquired Companies, as the case may be, in each case taken as a whole or (b) materially impair the ability of the Acquiror Company or the Acquired Companies, as the case may be, to perform their obligations under this Agreement, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the Acquiror Company or the Acquired Companies, as the case may be, operate or (c) result in litigation, claims, disputes or property loss in excess of US$150,000 in the future, and that would prohibit or otherwise materially interfere with the ability of any party to this Agreement to perform any of its obligations under this Agreement in any material respect.
 
1.31           “Order” means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Authority.
 
1.32           “Ordinary Shares” means the Company’s ordinary shares, par value US $1.00 per share.
 
1.33           “Organizational Documents” means (a) the articles or certificate of incorporation and the by-laws or code of regulations of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the articles or certificate of formation and operating agreement of a limited liability company; (e) any other document performing a similar function to the documents specified in clauses (a), (b), (c) and (d) adopted or filed in connection with the creation, formation or organization of a Person; and (f) any and all amendments to any of the foregoing.
 
1.34           “Permitted Liens” means (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate reserves; (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business; and (d) Liens that would not have a Material Adverse Effect.
 
4

 
1.35           “Person” means all natural persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivisions.
 
1.36           “PRC” means the People’s Republic of China, excluding Taiwan, Hong Kong and Macau.
 
1.37           “PRC Companies” means the WFOE, Business Opportunities Online (Beijing) Network Technology Co., Ltd., Beijing CNET Online Advertising Co., Ltd. and Shanghai Borong Dingsi Computer Technology Co., Ltd., all of which were organized under the laws of the PRC.
 
1.38           “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.
 
1.39           “Regulation S” means Regulation S under the Securities Act, as the same may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.
 
1.40           “Rule 144” means Rule 144 under the Securities Act, as the same may be amended from time to time, or any successor statute.
 
1.41           “Schedule 14(f) Filing” means an information statement filed by the Acquiror Company on Schedule 14f-1 under the Exchange Act.
 
1.42           “Schedule 14C Filing” means an information statement filed by the Acquiror Company on Schedule 14C under the Exchange Act disclosing the approval of its Board of Directors and stockholders to file an amendment to its Articles of Incorporation to change the Acquiror Company name.
 
1.43           “Schedules” means the several schedules referred to and identified herein, setting forth certain disclosures, exceptions and other information, data and documents referred to at various places throughout this Agreement.
 
1.44           “SEC Documents” has the meaning set forth in Section 6.26.
 
1.45           “Section 4(2)” means Section 4(2) under the Securities Act, as the same may be amended from time to time, or any successor statute.
 
1.46           “Securities Act” means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same will be in effect at the time.
 
1.47           “Share Exchange” has the meaning set forth in Section 2.1.
 
5

 
1.48           “Shares” means the issued and outstanding Ordinary Shares of the Company.
 
1.49           “Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests, or (iii) the capital or profit interests, in the case of a partnership or limited liability company; or (b) otherwise has the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body.
 
1.50           “Survival Period” has the meaning set forth in Section 10.1.
 
1.51           “Taxes” means all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.
 
1.52           “Tax Group” means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.
 
1.53           “Tax Return” means any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
 
1.54           “Transaction Documents” means, collectively, all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement.
 
1.55           “U.S.” means the United States of America.
 
1.56           “U.S. Dollars” or “US $” means the currency of the United States of America.
 
1.57           “U.S. Person” has the meaning set forth in Regulation S under the Securities Act and set forth on  Exhibit C  hereto.
 
1.58           “WFOE” means Rise Ring Century Technology Development (Beijing) Co., Ltd., a wholly foreign owned enterprise under the laws of the PRC.
 
6

 
SECTION II
EXCHANGE OF SHARES AND SHARE CONSIDERATION
 
2.1           Share Exchange.  At the Closing, (i) the Shareholders shall transfer 10,000 Shares, representing all of the issued and outstanding shares of the Company to the Acquiror Company, and, (ii) the Company’s deposit of $300,000 currently being held in escrow, shall be released to the Acquiror Company Shareholder for the Repurchase in accordance with the Escrow Agreement and in consideration therefor, subject to Section 2.2, Acquiror Company shall issue an aggregate of 13,790,800 fully paid and nonassessable shares of Acquiror Company Common Stock (the “ Share Exchange ”), to each such Shareholder in the amount set forth on  Exhibit A .
 
2.2           Withholding.  The Acquiror Company shall be entitled to deduct and withhold from the Acquiror Company Shares otherwise issuable pursuant to this Agreement to any Shareholder such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, provincial or foreign tax Law.  To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Shareholder in respect of which such deduction and withholding was made.
 
2.3           Section 368 Reorganization.  For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “ reorganization ” within the meaning of Section 368(a)(1)(B) of the Code.  The parties to this Agreement hereby adopt this Agreement as a “ plan of reorganization ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.  Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status.  The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.
 
2.4           Directors of Acquiror Company at Closing Date.  On the Closing Date, the current director of the Acquiror Company shall appoint Mr. Cheng Handong, to serve as a member and Chairman of the Acquiror Company Board, and shall nominate Messrs. Zhang Zhige, Liu Xuanfu and Zhang Lifeng to serve as members of the Acquiror Company Board, such nomination to be effective on the tenth day after mailing the Schedule 14(f) to the stockholders of record of the Acquiror Company (the “ Effective Time ”).  On the Closing Date, Hancock shall tender his resignation as a director of the Acquiror Company to be effective at the Effective Time.
 
2.5           Officers of Acquiror Company at Closing Date.  On the Closing Date,  Hancock shall resign from each officer position held at the Acquiror Company and the Acquiror Company Board shall appoint Mr. Cheng Handong to serve as Chief Executive Officer and President, Mr. Zhang Zhige to serve as Chief Financial Officer and Treasurer and Mr. Liu Xuanfu to serve as Chief Operating Officer and Secretary.
 
7

 
SECTION III
CLOSING DATE
 
3.1           Closing Date.  The closing of the Share Exchange (the “Closing”) shall take place at 10:00 a.m. E.D.T. on the day all of the closing conditions set forth in Sections 8 and 9 herein have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing (the “ Closing Date ”), at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154.
 
SECTION IV
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
 
4.1           Generally.  Each Shareholder, severally and not jointly, hereby represents and warrants to the Acquiror Company:
 
4.1.1                 Authority.  Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party, and to perform such Shareholder’s obligations under this Agreement and each of the Transaction Documents to which such Shareholder is a party.  This Agreement has been, and each of the Transaction Documents to which such Shareholder is a party will be, duly and validly authorized and approved, executed and delivered by such Shareholder.  Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than such Shareholder, this Agreement is, and each of the Transaction Documents to which such Shareholder is a party have been, duly authorized, executed and delivered by such Shareholder and constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.
 
4.1.2                 No Conflict.  Neither the execution or delivery by such Shareholder of this Agreement or any Transaction Document to which such Shareholder is a party, nor the consummation or performance by such Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of such Shareholder (if such Shareholder is not a natural person); (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which such Shareholder is a party or by which the properties or assets of such Shareholder are bound; or (c) contravene, conflict with, or result in a violation of, any Law or Order to which such Shareholder, or any of the properties or assets of such Shareholder, may be subject.
 
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4.1.3                 Ownership of Shares.  Such Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, such Shareholder’s Shares free and clear of any and all Liens.  Except as set forth on Schedule 4.1.3, there are no options, rights, voting trusts, stockholder agreements or any other contracts or understandings to which such Shareholder is a party or by which such Shareholder or such Shareholder’s Shares are bound with respect to the issuance, sale, transfer, voting or registration of such Shareholder’s Shares.  At the Closing Date, the Acquiror Company will acquire good, valid and marketable title to such Shareholder’s Shares free and clear of any and all Liens.
 
4.1.4                 Litigation.  There is no pending Proceeding against such Shareholder that involves the Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and, to the knowledge of such Shareholder, no such Proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.
 
4.1.5                 No Brokers or Finders.  No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against such Shareholder for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and such Shareholder will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or in connection with, any such claim.
 
4.2           Investment Representations.  Each Shareholder, severally and not jointly, hereby represents and warrants to the Acquiror Company:
 
4.2.1                 Acknowledgment.  Each Shareholder understands and agrees that the Acquiror Company Shares to be issued pursuant to this Agreement and the Share Exchange have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of the Acquiror Company Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, Regulation D for offers and sales to accredited investors, or Regulation S for offers and sales of securities outside the U.S.
 
4.2.2                 Status.  By its execution of this Agreement, each Shareholder, severally and not jointly, represents and warrants to the Acquiror Company as indicated on its signature page to this Agreement, either that:
 
(a)           such Shareholder is an Accredited Investor; or
 
(b)           such Shareholder is not a U.S. Person.
 
Each Shareholder severally understands that the Acquiror Company Shares are being offered and sold to such Shareholder in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth in this Agreement, in order that the Acquiror Company may determine the applicability and availability of the exemptions from registration of the Acquiror Company Shares on which the Acquiror Company is relying.
 
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4.2.3                 Additional Representations and Warranties of Accredited Investors.  Each Shareholder indicating that such Shareholder is an Accredited Investor on its signature page to this Agreement, severally and not jointly, further makes the representations and warranties to the Acquiror Company set forth on  Exhibit D .
 
4.2.4                 Additional Representations and Warranties of Non-U.S. Persons.  Each Shareholder indicating that it is not a U.S. person on its signature page to this Agreement, severally and not jointly, further makes the representations and warranties to the Acquiror Company set forth on  Exhibit E .
 
4.2.5                 Stock Legends.  Each Shareholder hereby agrees with the Acquiror Company as follows:
 
(a)           Securities Act Legend Accredited Investors.  The certificates evidencing the Acquiror Company Shares issued to those Shareholders who are Accredited Investors, and each certificate issued in transfer thereof, will bear the following legend:
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
 
(b)           Securities Act Legend - Non-U.S. Persons.  The certificates evidencing the Acquiror Company Shares issued to those Shareholders who are not U.S. Persons, and each certificate issued in transfer thereof, will bear the following legend:
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
 
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(c)           Other Legends.  The certificates representing such Acquiror Company Shares, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.
 
(d)           Opinion.  No Shareholder will transfer any or all of the Acquiror Company Shares pursuant to Regulation S or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of such Shareholder’s Acquiror Company Shares, without first providing the Acquiror Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Acquiror Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.
 
(e)           Consent.  Each Shareholder understands and acknowledges that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless such Shareholder complies with this Section 4.2.5 and any other restrictions on transferability set forth in  Exhibits D  and  E .  Each Shareholder consents to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Acquiror Company’s Common Stock in order to implement the restrictions on transfer of the Acquiror Company Shares.
 
SECTION V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
The Company represents and warrants to the Acquiror Company as follows:
 
5.1           Organization and Qualification.
 
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5.1.1                 The Company is duly incorporated and validly existing under the laws of the British Virgin Islands, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be so organized, existing and in good standing or to have such authority or power will not, in the aggregate, have a Material Adverse Effect.  The Company is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification, licensing or domestication necessary, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.  Set forth on  Schedule 5.1 is a list of those jurisdictions in which the Company presently conducts its business, owns, holds and operates its properties and assets.
 
5.1.2                 The HK Company is duly organized, validly existing and in good standing under the laws of Hong Kong, and has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets as now owned, held and operated, except where the failure to be so organized, existing and in good standing or to have such authority and power, governmental licenses, authorizations, consents or approvals would not have a Material Adverse Effect.
 
5.1.3                 Each of the PRC Companies is duly organized, validly existing and in good standing under the laws of the PRC, and have all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on their respective businesses as presently conducted and to own, hold and operate their respective properties and assets as now owned, held and operated, except where the failure to be so organized, existing and in good standing or to have such authority and power, governmental licenses, authorizations, consents or approvals would not have a Material Adverse Effect.  All registered capital and other capital contributions have been duly paid up in accordance with the relevant PRC regulations and requirements and all necessary capital verification reports have been duly issued and not revoked.
 
5.2           Subsidiaries.  Except for the WFOE and the HK Company and as set forth on Schedule 5.2, the Company does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
 
5.3           Organizational Documents.
 
5.3.1                 The copies of the Memorandum and Articles of Association of the Company adopted on April 9, 2008, and the documents which constitute all other Organization Documents of the Company, that have been delivered to the Acquiror Company prior to the execution of this Agreement are true and complete and have not been amended or repealed.  The Company is not in violation or breach of any of the provisions of its Organizational Documents, except for such violations or breaches as, in the aggregate, would not have a Material Adverse Effect.
 
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5.3.2                 The copies of the Memorandum and Articles of Association of the HK Company adopted on August 28, 2007, and the documents which constitute all other Organization Documents of the HK Company, that have been delivered to the Acquiror Company prior to the execution of this Agreement are true and complete and have not been amended or repealed.  The HK Company is not in violation or breach of any of the provisions of its Organizational Documents, except for such violations or breaches as, in the aggregate, would not have a Material Adverse Effect.
 
5.3.3                 True, correct and complete translated copies of the organizational documents of each of the PRC Companies have been delivered to the Acquiror Company prior to the execution of this Agreement, and no action has been taken to amend or repeal such organizational documents.  No PRC Company is in violation or breach of any of the provisions of its organizational documents, except for such violations or breaches as, would not have a Material Adverse Effect.
 
5.4           Authorization and Validity of this Agreement.  The Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Company is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the Acquiror Company.  The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party have been duly authorized by all necessary corporate action and do not require from the Company Board or the Shareholders any consent or approval that has not been validly and lawfully obtained.  The execution, delivery and performance by the Company of this Agreement and each of the Transaction Documents to which the Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.
 
5.5           No Violation.  Neither the execution nor the delivery by the Company of this Agreement or any Transaction Document to which the Company is a party, nor the consummation or performance by the Company of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Company; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which the Company is a party or by which the properties or assets of the Company are bound ; (c) contravene, conflict with, or result in a violation of, any Law or Order to which the Company, or any of the properties or assets owned or used by the Company, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by the Company or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Company, except, in the case of clause (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.
 
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5.6           Binding Obligations.  Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties hereto and thereto other than the  Company,  this Agreement and each of the Transaction Documents to which the Company is a party are duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors  rights generally.
 
5.7           Capitalization and Related Matters.
 
5.7.1                 Capitalization of the Company.  The authorized capital stock of the Company consists of 50,000 Ordinary Shares, of which 10,000 shares are issued and outstanding.  Except as set forth on  Schedule 5.7.1 , there are no outstanding or authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock.  There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Company.  The issuance of all of the Ordinary Shares described in this Section 5.7.1 has been in compliance with the laws of the British Virgin Islands.  All issued and outstanding shares of the Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
 
5.7.2                 Capitalization of the HK Company.  The authorized capital stock of the HK Company consists of 10,000 ordinary shares, par value HK$1.00 per share, of which 10,000 shares are issued and outstanding.  There are no outstanding or authorized options, warrants, calls, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the HK Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock.  There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the HK Company.  The issuance of all of the ordinary shares of the HK Company described in this Section 5.7.2 has been in compliance with the laws of Hong Kong.  All issued and outstanding shares of the HK Company’s capital stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
 
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5.7.3                 Capitalization of the PRC Companies.  The capitalization of each PRC Company is set forth on Schedule 5.7.3(a) . There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof.  The issued and outstanding shares of capital stock of each PRC Company set forth on such schedule have been duly authorized, validly issued, fully paid and non-assessable, and except as set forth on  Schedule 5.7.3(b)  are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, their respective organizational documents or any agreement to which the Company is a party or by which it is bound, and such shares constitute all of the issued and outstanding capital stock of each such PRC Company.  All registered capital and other capital contributions regarding the PRC Companies have been duly paid up in accordance with the relevant PRC regulations and requirements and all necessary capital verification reports have been duly issued and not revoked or withdrawn.  The owners of the shares of each of the PRC Companies own, and have good, valid and marketable title to, all shares of capital stock of each such PRC Company.  Except as set forth on  Schedule 5.7.3 , there are no outstanding or authorized options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require any of the PRC Companies to issue, sell or otherwise cause to become outstanding any of its respective authorized but unissued shares of capital stock, or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock.  Except as set forth on  Schedule 5.7.3(b) , there are no outstanding stockholders’ agreements, voting trusts or arrangements, rights of first refusal or other contracts pertaining to the capital stock of any of the PRC Companies.  None of the outstanding shares of capital stock of any of the PRC Companies has been issued in violation of any rights of any Person or in violation of any Law.
 
5.7.4                 No Redemption Requirements.  There are no outstanding contractual obligations (contingent or otherwise) of the Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.
 
5.8           Shareholders.  Schedule II contains a true and complete list of the names and addresses of the record and beneficial holders of all of the outstanding capital stock of the Company.  Except as expressly provided in this Agreement, no holder of Shares or any other security of the Company or any other Person is entitled to any preemptive right, right of first refusal or similar right as a result of the issuance of the shares or otherwise.  There is no voting trust, agreement or arrangement among any of the Shareholders of any capital stock of the Company affecting the exercise of the voting rights of any such capital stock.
 
5.9           Compliance with Laws and Other Instruments.  Except as would not have a Material Adverse Effect, the business and operations of the Company, the HK Company and the PRC Companies have been and are being conducted in accordance with all applicable Laws and Orders.  Except as would not have a Material Adverse Effect, neither the Company, the HK Company, nor any PRC Company has received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Company, the HK Company or such PRC Company and, to the knowledge of the Company, the HK Company and each such PRC Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated.  Except as would not have a Material Adverse Effect, neither the Company, the HK Company, nor any PRC Company is, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Company is a party or by which any of the Company’s properties, assets or rights are bound or affected.  To the knowledge of the Company, the HK Company and each PRC Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Company, the HK Company or any PRC Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof.  The Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Company, any event or circumstance relating to the Company, the HK Company or any PRC Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.
 
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5.10           Certain Proceedings.  There is no pending Proceeding that has been commenced against the Company and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated in this Agreement.  To the Company’s knowledge, no such Proceeding has been threatened.
 
5.11           No Brokers or Finders.  Except as disclosed in Schedule 5.11, no person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and the Company will indemnify and hold the Acquiror Company harmless against any liability or expense arising out of, or in connection with, any such claim.
 
5.12           Title to and Condition of Properties.  Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens.  The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
 
5.13           Board Recommendation.  The Company Board has, by unanimous written consent, determined that this Agreement and the transactions contemplated by this Agreement, are advisable and in the best interests of the Company and its Shareholders.
 
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5.14           Intellectual Property.  The Company and each of the Company Subsidiaries owns or possesses all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary for the conduct of its business as now conducted without any conflict with the rights of others.
 
SECTION VI
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANY AND THE ACQUIROR COMPANY PRINCIPAL SHAREHOLDER
 
The Acquiror Company and the Acquiror Company Principal Shareholder, jointly and severally, represent and warrant to the Shareholders and the Company as follows:
 
6.1           Organization and Qualification.  The Acquiror Company is duly organized, validly existing and in good standing under the laws of Nevada, has all requisite corporate authority and power, governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and to own, hold and operate its properties and assets as now owned, held and operated by it.  The Acquiror Company is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned, held or operated makes such qualification, licensing or domestication necessary, except where the failure to be so duly qualified, licensed or domesticated and in good standing would not have a Material Adverse Effect.   Schedule 6.1  sets forth a true, correct and complete list of the Acquiror Company’s jurisdiction of organization and each other jurisdiction in which the Acquiror Company presently conducts its business or owns, holds and operates its properties and assets.
 
6.2           Subsidiaries.  Except as disclosed in Schedule 6.2, the Acquiror Company does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise.
 
6.3           Organizational Documents.  True, correct and complete copies of the Organizational Documents of the Acquiror Company have been delivered to the Company prior to the execution of this Agreement, and no action has been taken to amend or repeal such Organizational Documents since such date of delivery.  The Acquiror Company is not in violation or breach of any of the provisions of its Organizational Documents, except for such violations or breaches as would not have a Material Adverse Effect.
 
6.4           Authorization.  The Acquiror Company and the Acquiror Company Principal Shareholder have all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party and to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party.  The execution, delivery and performance by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party have been duly authorized by all necessary corporate action and do not, other than approval by the Acquiror Company stockholders in relation to the actions contemplated by the Schedule 14C Filing, require from the Acquiror Company Board any consent or approval that has not been validly and lawfully obtained.  The execution, delivery and performance by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person other than such other customary filings with the Commission for transactions of the type contemplated by this Agreement and the Transaction Documents.
 
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6.5           No Violation.  Neither the execution nor the delivery by the Acquiror Company and the Acquiror Company Principal Shareholder of this Agreement or any Transaction Document to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party, nor the consummation or performance by the Acquiror Company and the Acquiror Company Principal Shareholder of the transactions contemplated hereby or thereby will, directly or indirectly, (a)  contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Acquiror Company (if the Acquiror Company Principal Shareholder is not a natural person; (b) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the imposition or creation of any Lien under, any agreement or instrument to which the Acquiror Company or the Acquiror Company Principal Shareholder is a party or by which the properties or assets of the Acquiror Company or the Acquiror Company Principal Shareholder is bound; (c) contravene, conflict with, or result in a violation of, any Law or Order to which the Acquiror Company or the Acquiror Company Principal Shareholder, or any of the properties or assets owned or used by the Acquiror Company or the Acquiror Company Principal Shareholder, may be subject; or (d) contravene, conflict with, or result in a violation of, the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits, authorizations, approvals, franchises or other rights held by the Acquiror Company or the Acquiror Company Principal Shareholder or that otherwise relate to the business of, or any of the properties or assets owned or used by, the Acquiror Company or the Acquiror Company Principal Shareholder, except, in the case of clause (b), (c), or (d), for any such contraventions, conflicts, violations, or other occurrences as would not have a Material Adverse Effect.
 
6.6           Binding Obligations.  Assuming this Agreement and the Transaction Documents have been duly and validly authorized, executed and delivered by the parties thereto other than the Acquiror Company and the Acquiror Company Principal Shareholder, this Agreement and each of the Transaction Documents to which the Acquiror Company and the Acquiror Company Principal Shareholder is a party are duly authorized, executed and delivered by the Acquiror Company and the Acquiror Company Principal Shareholder and constitutes the legal, valid and binding obligations of the Acquiror Company and the Acquiror Company Principal Shareholder, enforceable against the Acquiror Company and the Acquiror Company Principal Shareholder in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors  rights generally.
 
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6.7           Securities Laws.  Assuming the accuracy of the representations and warranties of the Shareholders, contained in Section 4 and  Exhibits D  and  E , the issuance of the Acquiror Company Shares pursuant to this Agreement will be when issued and paid for in accordance with the terms of this Agreement issued in accordance with exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration permit or qualification requirements of all applicable state securities laws.
 
6.8           Capitalization and Related Matters.
 
6.8.1                 Capitalization.  The authorized capital stock of the Acquiror Company consists of 70,000,000 shares:  50,000,000 shares of the Acquiror Company’s Common Stock are authorized, par value $.001, of which 5,783,500 shares are issued and outstanding immediately prior to the Repurchase and 1,383,500 are issued and outstanding immediately after the Repurchases; 20,000,000 shares of the Acquiror Company’s Preferred Stock are authorized, par value $0.001, of which none are issued or outstanding. All issued and outstanding shares of the Acquiror Company’s Common Stock immediately prior to the Repurchase and the Share Exchange are duly authorized, validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive or similar rights.  At the Closing Date, the Acquiror Company will have sufficient authorized and unissued Acquiror Company’s Common Stock to consummate the transactions contemplated hereby.  There are no outstanding options, warrants, purchase agreements, participation agreements, subscription rights, conversion rights, exchange rights or other securities or contracts that could require the Acquiror Company to issue, sell or otherwise cause to become outstanding any of its authorized but unissued shares of capital stock or any securities convertible into, exchangeable for or carrying a right or option to purchase shares of capital stock or to create, authorize, issue, sell or otherwise cause to become outstanding any new class of capital stock.  There are no outstanding stockholders’ agreements, voting trusts or arrangements, registration rights agreements, rights of first refusal or other contracts pertaining to the capital stock of the Acquiror Company.  The issuance of all of the shares of Acquiror Company’s Common Stock described in this Section 6.8.1 have been in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of the Acquiror Company has any right to rescind or bring any other claim against the Acquiror Company for failure to comply under the Securities Act, or state securities laws.
 
6.8.2                 No Redemption Requirements.  Except as contemplated by the Repurchase, there are no outstanding contractual obligations (contingent or otherwise) of the Acquiror Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, the Acquiror Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.
 
6.8.3                 Duly Authorized.  The issuance of the Acquiror Company Shares has been duly authorized and, upon delivery to the Shareholders of certificates therefor in accordance with the terms of this Agreement, the Acquiror Company Shares will have been validly issued and fully paid, and will be nonassessable, have the rights, preferences and privileges specified, will be free of preemptive rights and will be free and clear of all Liens and restrictions, other than Liens created by the Shareholders and restrictions on transfer imposed by this Agreement and the Securities Act.
 
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6.9           Compliance with Laws.  The business and operations of the Acquiror Company have been and are being conducted in accordance with all applicable Laws and Orders.  The Acquiror Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiror Company and, to the knowledge of the Acquiror Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated.  The Acquiror Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiror Company, any event or circumstance relating to the Acquiror Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiror Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby.
 
6.10           Certain Proceedings.  There is no pending Proceeding that has been commenced against the Acquiror Company and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.  To the knowledge of the Acquiror Company, no such Proceeding has been threatened.
 
6.11           No Brokers or Finders.  Except as disclosed in Schedule 6.11, no Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Acquiror Company for any commission, fee or other compensation as a finder or broker, or in any similar capacity, and after the Closing, the Acquiror Company Principal Shareholder will indemnify and hold the Acquiror Company and the Company harmless against any liability or expense arising out of, or in connection with, any such claim.
 
6.12           Absence of Undisclosed Liabilities.  Except as set forth on Schedule 6.12 or in the SEC Documents, as hereafter defined, the Acquiror Company has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Acquiror Company) arising out of any transaction entered into at or prior to the Closing Date or any act or omission at or prior to the Closing Date, except to the extent set forth on or reserved against on the Acquiror Company Balance Sheet.  Any and all debts, obligations or liabilities with respect to directors and officers of the Acquiror Company and of the Acquiror Company will be cancelled prior to the Closing.  The Acquiror Company has not incurred any liabilities or obligations under agreements entered into, in the usual and ordinary course of business since March 31, 2009.
 
6.13           Changes.  Except as set forth in the SEC Documents, the Acquiror Company has, conducted its business in the usual and ordinary course of business consistent with past practice and has not:
 
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6.13.1                 Ordinary Course of Business.  Entered into any transaction other than in the usual and ordinary course of business, except for this Agreement and each of the Transaction Documents.
 
6.13.2                 Adverse Changes.  Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business, none of which would have a Material Adverse Effect;
 
6.13.3                 Loans.  Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the ordinary course of business;
 
6.13.4                 Liens.  Created or permitted to exist any Lien on any material property or asset of the Acquiror Company, other than Permitted Liens;
 
6.13.5                 Capital Stock.  Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise;
 
6.13.6                 Dividends.  Declared, set aside, made or paid any dividend or other distribution to any of its stockholders;
 
6.13.7                 Material Acquiror Company Contracts.  Terminated or modified any Material Acquiror Company Contract, except for termination upon expiration in accordance with the terms thereof;
 
6.13.8                 Claims.  Released, waived or cancelled any claims or rights relating to or affecting the Acquiror Company in excess of US $10,000 in the aggregate or instituted or settled any Proceeding involving in excess of US $10,000 in the aggregate;
 
6.13.9                 Discharged Liabilities.  Paid, discharged or satisfied any claim, obligation or liability in excess of US $10,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the ordinary course of business;
 
6.13.10                      Indebtedness.  Created, incurred, assumed or otherwise become liable for any Indebtedness in excess of US $10,000 in the aggregate, other than professional fees;
 
6.13.11                      Guarantees.  Guaranteed or endorsed in a material amount any obligation or net worth of any Person;
 
6.13.12                      Acquisitions.  Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;
 
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6.13.13                      Accounting.  Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP;
 
6.13.14                      Agreements.  Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.
 
6.14           Material Acquiror Company Contracts.  The Acquiror Company has provided to the Company, prior to the date of this Agreement, true, correct and complete copies of each written Material Acquiror Company Contract, including each amendment, supplement and modification thereto.
 
6.14.1                 No Defaults.  Each Material Acquiror Company Contract is a valid and binding agreement of the Acquiror Company that is party thereto, and is in full force and effect.  The Acquiror Company is not in breach or default of any Material Acquiror Company Contract to which it is a party and, to the knowledge of the Acquiror Company, no other party to any Material Acquiror Company Contract is in breach or default thereof.  No event has occurred or circumstance exists that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Acquiror Company Contract or (b) permit the Acquiror Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Acquiror Company Contract.  The Acquiror Company has not received notice of the pending or threatened cancellation, revocation or termination of any Material Acquiror Company Contract to which it is a party.  There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Acquiror Company Contract.
 
6.15           Employees.
 
6.15.1                 The Acquiror Company has no employees, independent contractors or other Persons providing services to them.  Except as would not have a Material Adverse Effect, the Acquiror Company is in full compliance with all Laws regarding employment, wages, hours, benefits, equal opportunity, collective bargaining, the payment of Social Security and other taxes, and occupational safety and health.  The Acquiror Company is not liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing Laws.
 
6.15.2                 No director, officer or employee of the Acquiror Company is a party to, or is otherwise bound by, any contract (including any confidentiality, non-competition or proprietary rights agreement) with any other Person that in any way adversely affects or will materially affect (a) the performance of his or her duties as a director, officer or employee of the Acquiror Company or (b) the ability of the Acquiror Company to conduct its business.  Except as set forth on  Schedule 6.15.2 , each employee of the Acquiror Company is employed on an at-will basis and the Acquiror Company does not have any contract with any of its employees which would interfere with its ability to discharge its employees.
 
6.16           Tax Returns and Audits.
 
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6.16.1                 Tax Returns.  The Acquiror Company has filed all material Tax Returns required to be filed (if any) by or on behalf of the Acquiror Company and has paid all material Taxes of the Acquiror Company required to have been paid (whether or not reflected on any Tax Return).  No Governmental Authority in any jurisdiction has made a claim, assertion or threat to the Acquiror Company that the Acquiror Company is or may be subject to taxation by such jurisdiction; there are no Liens with respect to Taxes on the Acquiror Company’s property or assets other than Permitted Liens; and there are no Tax rulings, requests for rulings, or closing agreements relating to the Acquiror Company for any period (or portion of a period) that would affect any period after the date hereof.
 
6.16.2                 No Adjustments, Changes.  Neither the Acquiror Company nor any other Person on behalf of the Acquiror Company (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law.
 
6.16.3                 No Disputes.  There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of the Acquiror Company, nor is any such claim or dispute pending or contemplated.  The Acquiror Company has delivered to the Company true, correct and complete copies of all Tax Returns and examination reports and statements of deficiencies assessed or asserted against or agreed to by the Acquiror Company, if any, since its inception and any and all correspondence with respect to the foregoing.
 
6.16.4                 Not a U.S. Real Property Holding Corporation.  The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
 
6.16.5                 No Tax Allocation, Sharing.  The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.
 
6.16.6                 No Other Arrangements.  The Acquiror Company is not a party to any agreement, contract or arrangement for services that would result, individually or in the aggregate, in the payment of any amount that would not be deductible by reason of Section 162(m), 280G or 404 of the Code.  The Acquiror Company is not a “ consenting corporation ” within the meaning of Section 341(f) of the Code.  The Acquiror Company does not have any “ tax-exempt bond financed property ” or “ tax-exempt use property ” within the meaning of Section 168(g) or (h), respectively of the Code.  The Acquiror Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Authority in connection with any Tax matter.  During the last two years, the Acquiror Company has not engaged in any exchange with a related party (within the meaning of Section 1031(f) of the Code) under which gain realized was not recognized by reason of Section 1031 of the Code.  The Company is not a party to any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4.
 
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6.17           Material Assets.  The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.
 
6.18           Litigation; Orders.  There is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s properties, assets, business or employees.  To the knowledge of the Acquiror Company, there is no fact that might result in or form the basis for any such Proceeding.  The Acquiror Company is not subject to any Orders.
 
6.19           Licenses.  The Acquiror Company possesses from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for the Acquiror Company to engage in its business as currently conducted and to permit the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, “ Acquiror Company Permits ”).  The Acquiror Company has not received notice from any Governmental Authority or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for the Acquiror Company to engage in its business as currently conducted and to permit the Acquiror Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets.  The Acquiror Company Permits are valid and in full force and effect.  No event has occurred or circumstance exists that may (with or without notice or lapse of time):  (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Acquiror Company Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Acquiror Company Permit.  The Acquiror Company has not received notice from any Governmental Authority or any other Person regarding:  (a) any actual, alleged, possible or potential contravention of any Acquiror Company Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Acquiror Company Permit.  All applications required to have been filed for the renewal of such Acquiror Company Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Acquiror Company Permits have been duly made on a timely basis with the appropriate Persons.  All Acquiror Company Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.
 
6.20           Interested Party Transactions.  No officer, director or stockholder of the Acquiror Company or any Affiliate or “ associate ” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such Person, has or has had, either directly or indirectly, (1) an interest in any Person which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by the Acquiror Company, or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish the Acquiror Company any goods or services; or (2) a beneficial interest in any contract or agreement to which the Acquiror Company is a party or by which it may be bound or affected.
 
6.21           Governmental Inquiries.  The Acquiror Company has provided to the Company a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental Authority.
 
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6.22           Bank Accounts and Safe Deposit Boxes.  Other than the bank account at Wachovia Bank, N.A. (Account #2000019565026), over which Mark Smith is the only authorized person to draw against the account or otherwise have access to the account, the Acquiror Company does not have any bank or other deposit or financial account, nor does the Acquiror Company have any lock boxes or safety deposit boxes.
 
6.23           Intellectual Property.  The Acquiror Company does not own, use or license any Intellectual Property in its business as presently conducted.
 
6.24           Title to Properties.  The Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases the rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens.
 
6.25           SEC Documents; Financial Statements.  Except as set forth on Schedule 6.25, the Acquiror Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three (3) years preceding the date hereof (or such shorter period as the Acquiror Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the “ SEC Documents ”).  As of their respective dates, the SEC Documents and any registration statements filed under the Securities Act (the “ Registration Statements ”) complied in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents or Registration Statements, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  All Material Acquiror Company Contracts to which the Acquiror Company is a party or to which the property or assets of the Acquiror Company are subject have been appropriately filed as exhibits to the SEC Documents and the Registration Statements as and to the extent required under the Exchange Act and the Securities Act, as applicable.  The financial statements of the Acquiror Company included in the Registration Statement SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of unaudited statements as permitted by Form 10-Q or Form 10-QSB, as the case may be, of the Commission), and fairly present in all material respects (subject in the case of unaudited statements, to normal, recurring audit adjustments) the financial position of the Acquiror Company as at the dates thereof and the results of its operations and cash flows for the periods then ended.  The Acquiror Company was originally organized and operated through the date hereof as a bona fide operating business without any pre-existing plan or strategy that the Acquiror Company would serve primarily as a merger or acquisition candidate for an unidentified company or companies.  The disclosure set forth in the SEC Documents and Registration Statements regarding the Acquiror Company’s business is current and complete and accurately reflects operations of the Acquiror Company as it exists as of the date hereof.
 
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6.26           Stock Option Plans; Employee Benefits.
 
6.26.1                 The Acquiror Company has no stock option plans providing for the grant by the Acquiror Company of stock options to directors, officers or employees.
 
6.26.2                 The Acquiror Company has no employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided the Acquiror Company.
 
6.26.3                 Neither the consummation of the transactions contemplated hereby alone, nor in combination with another event, with respect to each director, officer, employee and consultant of the Acquiror Company, will result in (a) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from the Acquiror Company, (b) any increase in the amount of compensation or benefits payable to any such individual or (c) any acceleration of the vesting or timing of payment of compensation payable to any such individual.  No agreement, arrangement or other contract of the Acquiror Company provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of the Acquiror Company.
 
6.27           Money Laundering Laws.  The operations of the Acquiror Company is and has been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”) and no Proceeding involving the Acquiror Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Acquiror Company, threatened.
 
6.28           Board Recommendation.  The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.
 
SECTION VII
COVENANTS OF THE ACQUIROR COMPANY
 
7.1           SEC Documents.  From and after the Closing Date, in the event the Commission notifies the Acquiror Company of its intent to review any SEC Document filed prior to the Closing Date or the Acquiror Company receives any oral or written comments from the Commission with respect to any SEC Document filed prior to the Closing Date or any disclosure regarding the Acquiror Company’s business or operations, as in existence through the date hereof in any SEC Document or registration statement filed after the Closing Date, the Acquiror Company shall promptly notify the Acquiror Company Principal Shareholder and the Acquiror Company Principal Shareholder shall fully cooperate with the Acquiror Company in connection with such review and response.
 
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7.2           Registration Rights.  After the Closing Date, the Acquiror Company will file a registration statement under the Securities Act to register 2,905,120 shares held by certain shareholders, as set forth opposite their names on  Schedule I .  The terms and conditions of such registration shall be set forth in the  Registration Rights Agreement to be entered into by and between the Acquiror Company and these shareholders simultaneously with the Closing herewith.
 
7.3           Schedule 14(f) Information Statement.  Within ten (10) days following the Closing Date, the Acquiror Company will file and mail a Schedule 14(f) information statement to the stockholders of record of the Acquiror Company.
 
7.4           Form 8-K.  Within four (4) business days of the Closing Date, the Acquiror Company shall file the Form 8-K.
 
7.5           Schedule 14C Information Statement for Name Change.  As promptly as possible following the Closing Date, but in no event later than July 30, 2009, the Acquiror Company shall file and mail a Definitive Information Statement on Schedule 14C to the stockholders of the Acquiror Company with respect to amending the Acquiror Company’s Articles of Incorporation to change its name.
 
SECTION VIII
CONDITIONS PRECEDENT OF THE ACQUIROR COMPANY
 
The Acquiror Company’s obligation to acquire the Shares and to take the other actions required to be taken by the Acquiror Company at the Closing Date is subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Acquiror Company, in whole or in part):
 
8.1           Accuracy of Representations.  The representations and warranties of the Company and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.  The representations and warranties of the Company and the Shareholders set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.
 
8.2           No Force Majeure Event.  There shall not have been any delay, error, failure or interruption in the conduct of the business of the Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.
 
8.3           Consents.  All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Company and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by them of the transactions contemplated by this Agreement, shall have been obtained and made by the Company or the Shareholders, as the case may be, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on the Company or the Acquiror Company.
 
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8.4           Certificate of Officer.  The Company will have delivered to the Acquiror Company a certificate executed by an officer of the Company, certifying the satisfaction of the conditions specified in Sections 8.1, 8.2, and 8.3 relating to the Company.
 
8.5           Certificate of Shareholders.  Each Shareholder will have delivered to the Acquiror Company a certificate executed by such Shareholder, if a natural person, or an authorized officer of the Shareholder, if an entity, certifying the satisfaction of the conditions specified in Section 8.1 relating to such Shareholder.
 
8.6           Documents.  The Company and the Shareholders must deliver to the Acquiror Company at the Closing:
 
8.6.1                 share certificates evidencing the number of Shares held by each Shareholder (as set forth in Exhibit A ), along with executed share transfer forms transferring such Shares to the Acquiror Company together with a certified copy of a board resolution of the Company approving the registration of the transfer of such shares to Acquiror Company (subject to Closing and payment of stamp duty);
 
8.6.2                 each of the Transaction Documents to which the Company and/or the Shareholders is a party, duly executed;
 
8.6.3                 such other documents as the Acquiror Company may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the Company and the Shareholders pursuant to Section 8.1, (B) evidencing the performance of, or compliance by the Company and the Shareholders with, any covenant or obligation required to be performed or complied with by the Company or the Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Section 8, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
 
8.6.4                 legal opinion of Han Kun Law Offices, PRC legal counsel to the Company, substantially in the form attached as  Exhibit F .
 
8.7           No Proceedings.  There must not have been commenced or threatened against the Acquiror Company, the Company or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Closing Date) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement.
 
8.8           No Claim Regarding Stock Ownership or Consideration.  There must not have been made or threatened by any Person, other than persons listed on Schedule I hereto, any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.
 
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8.9           Execution of the Registration Rights Agreement.  The Acquiror Company and those persons set forth on Schedule I thereto shall have entered into the Registration Rights Agreement referred to in Section 7.2 hereof and such agreement shall be delivered to all parties at the Closing.
 
8.10           Repurchase.  Prior to the Closing, the Repurchase shall have been completed.
 
8.11  Sale of Subsidiary. At the Closing, the Acquiror Company shall sell to the Acquiror Company Shareholder 100% of the membership interests of Emazing Gaming, LLC, a subsidiary of the Acquiror Company, for one hundred dollars ($100), in accordance with the Bill of Sale incorporated herein as  Exhibit H .
 
SECTION IX
CONDITIONS PRECEDENT OF THE COMPANY
AND THE SHAREHOLDERS
 
The Shareholders’ obligation to transfer the Shares and the obligations of the Company to take the other actions required to be taken by the Company in advance of or at the Closing Date are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions (any of which may be waived by the Company and the Shareholders jointly, in whole or in part):
 
9.1           Accuracy of Representations.  The representations and warranties of the Acquiror Company and Acquiror Company Principal Shareholder set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.  The representations and warranties of the Acquiror Company and Acquiror Company Principal Shareholder set forth in this Agreement or in any Schedule or certificate delivered pursuant hereto that are qualified as to materiality shall be true and correct in all respects as of the date of this Agreement, except to the extent a representation or warranty is expressly limited by its terms to another date and without giving effect to any supplemental Schedule.
 
9.2           No Force Majeure Event.  There shall not have been any delay, error, failure or interruption in the conduct of the business of the Acquiror Company, or any loss, injury, delay, damage, distress, or other casualty, due to force majeure including but not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of terrorism or other civil unrest; or (d) national emergency.
 
9.3           Consents.
 
9.3.1                 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Acquiror Company for the authorization, execution and delivery of this Agreement and the consummation by it of the transactions contemplated by this Agreement, shall have been obtained and made by the Acquiror Company, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Material Adverse Effect on the Company or the Acquiror Company.
 
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9.3.2                 Without limiting the foregoing, the Schedule 14(f) Filing (and Schedule 14(c) Filing) shall have been prepared to be filed with the Commission by the Acquiror Company after the Closing Date.
 
9.4           Certificate of Officer.  The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 9.1, 9.2, and 9.3 relating to the Acquiror Company.
 
9.5           Certificate of Acquiror Company Principal Shareholder.  The Acquiror Company Principal Shareholder will have delivered to the Company a certificate, dated the Closing Date, executed by such Acquiror Company Principal Shareholder, certifying the satisfaction of the conditions specified in Section 9.1 relating to the Acquiror Company Principal Shareholder.
 
9.6           Documents.  The Acquiror Company must have caused the following documents to be delivered to the Company and/or the Shareholders:
 
9.6.1                 share certificates evidencing each Shareholder’s pro rata share of the Acquiror Company Shares (as set forth in  Exhibit A );
 
9.6.2                 a Secretary’s Certificate, dated the Closing Date certifying attached copies of (A) the Organizational Documents of the Acquiror Company, (B) the resolutions of the Acquiror Company Board approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of the Acquiror Company signing this Agreement and any other agreement or instrument contemplated hereby to which the Acquiror Company is a party;
 
9.6.3                 a Certificate of Good Standing of the Acquiror Company that is dated within five (5) business days of the Closing;
 
9.6.4                 each of the Transaction Documents to which the Acquiror Company is a party, duly executed;
 
9.6.5                 the resignation of Hancock as an officer of the Acquiror Company on the Closing Date;
 
9.6.6                 Acquiror Company Board Resolutions (i) increasing the size of the board to four (4) members, (ii) appointing Mr. Cheng Handong to serve as Chairman of the Acquiror Company Board and as President and Chief Executive Officer of the Company, Mr. Zhang Zhige as Chief Financial Officer and Treasurer of the Acquiror Company and Mr. Liu Xuanfu as Chief Operating Officer and Secretary of the Acquiror Company; and (iii) nominating Messrs. Zhang Zhige, Liu Xuanfu and Zhang Lifeng to serve as members of the Acquiror Company Board, with such appointment to be effective on the Effective Time.
 
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9.6.7                 legal opinion of Law Offices of J Hamilton McMenamy, PC, substantially in the form attached as  Exhibit G ;
 
9.6.8                 a statement from the Acquiror Company’s transfer agent regarding the number of issued and outstanding shares of common stock immediately before the Closing;
 
9.6.9                 such other documents as the Company may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty of the Acquiror Company pursuant to Section 10.1, (ii) evidencing the performance by the Acquiror Company of, or the compliance by the Acquiror Company with, any covenant or obligation required to be performed or complied with by the Acquiror Company, (iii) evidencing the satisfaction of any condition referred to in this Section 10, or (iv) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement;
 
9.6.10                 a share certificate made out to TriPoint Capital Advisors, LLC (“TriPoint Capital”) in the amount of 300,000 shares of the Acquiror Company Common Stock, issued pursuant to the Advisory Agreement between the Company and TriPoint Capital; and
 
9.6.11                 a share certificate made out to Richever Limited in the amount of 300,000 shares of Acquiror Company Common Stock.
 
9.7           No Proceedings.  Since the date of this Agreement, there must not have been commenced or threatened against the Acquiror Company, the Company or any Shareholder, or against any Affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the date of this Agreement) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby.
 
9.8           No Claim Regarding Stock Ownership or Consideration.  There must not have been made or threatened by any Person, other than persons listed on Schedule I hereto any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Acquiror Company Common Stock or any other stock, voting, equity, or ownership interest in, the Acquiror Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.
 
9.9           No Liability.  There must not be any obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due,) whether or not known to the Acquiror Company.
 
9.10           Cancellation of Shares.  Prior to the Closing, the Repurchase shall have been completed.
 
SECTION X
INDEMNIFICATION; REMEDIES
 
10.1           Survival.  All representations, warranties, covenants, and obligations in this Agreement shall expire on the fifth (5th) anniversary of the date this Agreement is executed (the “ Survival Period ”).  The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation.  The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.
 
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10.2           Indemnification by the Acquiror Company Principal Shareholder.  From and after the execution of this Agreement until the expiration of the Survival Period, the Acquiror Company Principal Shareholder shall indemnify and hold harmless the Acquiror Company, Company and the Shareholders (collectively, the “ Company Indemnified Parties ”), from and against any damages arising, directly or indirectly, from or in connection with:
 
(a)           any breach of any representation or warranty made by the Acquiror Company or the Acquiror Company Principal Shareholder in this Agreement or any Transaction Document or in any certificate delivered by the Acquiror Company pursuant to this Agreement;
 
(b)           any breach by the Acquiror Company or the Acquiror Company Principal Shareholder of any covenant or obligation of the Acquiror Company in this Agreement or any Transaction Document required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date; or
 
(c)           any and all losses, claims, damages, or liabilities against the Acquiror Company or the Acquiror Company Principal Shareholder, occurring on or prior to the Closing Date.
 
10.3           Indemnification by Acquiror Company Principal Shareholder relating to a proceeding.
 
10.3.1                 The Acquiror Company Principal Shareholder shall to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present, former and future director, officer or employee of the Acquiror Company (collectively, the “ Indemnified Parties ”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement, in connection with any Proceeding whether by a third party, the Acquiror Company or otherwise (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Closing Date (“ Damages ”), to the same extent as provided in the Acquiror Company’s Organizational Documents or any applicable contract or agreement as in effect on the date hereof, in each case for the Survival Period.  In the event of any such Proceeding (whether arising before or after the Closing Date), (i) the Acquiror Company Principal Shareholder shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror Company Principal Shareholder for such payments in the circumstances and to the extent required by the Acquiror Company’s Organizational Documents, any applicable contract or agreement or applicable Law, and (ii) the Acquiror Company Principal Shareholder shall cooperate in the defense of any such matter; provided ,  however , that the Acquiror Company Principal Shareholder shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such five-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims.  The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction.
 
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10.4           Breach by the Shareholders.  Nothing in this Section 10 shall limit the Acquiror Company’s right to pursue any appropriate legal or equitable remedy against any Shareholder with respect to any damages from and after the execution of this Agreement, until the expiration of the Survival Period arising, directly or indirectly, from or in connection with:  (a) any breach by such Shareholder of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement or (b) any breach by such Shareholder of any covenants or obligation in this Agreement required to be performed by the Acquiror Company or the Acquiror Company Principal Shareholder on or prior to the Closing Date or after the Closing Date.  All claims of the Acquiror Company pursuant to this Section 10.3 shall be brought by the Acquiror Company Principal Shareholder on behalf of the Acquiror Company and those Persons who were stockholders of the Acquiror Company immediately prior to the Closing Date.
 
SECTION XI
GENERAL PROVISIONS
 
11.1           Expenses.  Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated by this Agreement, including all fees and expenses of agents, representatives, counsel, and accountants.  In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.
 
11.2           Public Announcements.  The Acquiror Company shall promptly, but no later than four (4) business days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby.  The Acquiror Company shall also file with the Commission a Form 8-K describing the material terms of the transactions contemplated hereby as soon as practicable following the Closing Date but in no event more than four (4) business days following the Closing Date. Prior to the Closing Date, the Company and the Acquiror Company shall consult with each other in issuing the Form 8-K, the press release and any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which case the disclosing party shall provide the other party with prior notice of no less than three (3) calendar days, of such public statement, filing or other communication and shall incorporate into such public statement, filing or other communication the reasonable comments of the other party.
 
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11.3           Confidentiality.
 
11.3.1                 The Acquiror Company, the Acquiror Company Principal Shareholder, the Shareholders and the Company will maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other information obtained in confidence from another party in connection with this Agreement or the transactions contemplated by this Agreement, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any required filing with the Commission, or obtaining any consent or approval required for the consummation of the transactions contemplated by this Agreement, or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings.
 
11.3.2                 In the event that any party is required to disclose any information of another party pursuant to clause (b) or (c) of Section 11.3.1, the party requested or required to make the disclosure (the “ disclosing party ”) shall provide the party that provided such information (the “ providing party ”) with prompt notice of any such requirement so that the providing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 11.3.  If, in the absence of a protective order or other remedy or the receipt of a waiver by the providing party, the disclosing party is nonetheless, in the opinion of counsel, legally compelled to disclose the information of the providing party, the disclosing party may, without liability hereunder, disclose only that portion of the providing party’s information which such counsel advises is legally required to be disclosed, provided that the disclosing party exercises its reasonable efforts to preserve the confidentiality of the providing party’s information, including, without limitation, by cooperating with the providing party to obtain an appropriate protective order or other relief assurance that confidential treatment will be accorded the providing party’s information.
 
11.3.3                 If the transactions contemplated by this Agreement are not consummated, each party will return or destroy all of such written information each party has regarding the other party.
 
11.4           Notices.  All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine).  If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 11.4), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender).  All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable.
 
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If to Acquiror Company:
Emazing Interative, Inc.
101 C North Greenville,
Suite 255,
Allen, Texas 75002	with a copy, which shall not constitute notice to
Law Offices of J Hamilton McMenamy, PC
Attention:  J Hamilton McMenamy
Telephone No.:  214-706-0938
Facsimile No.:  214-550-8179	
 	 	
If to the Company:
China Net Online Media Group Limited
No. 3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark,
Haidian District, Beijing, PRC 100195	with a copy to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention:  Mitchell S. Nussbaum, Esq.
Telephone No.: 212-407-4159
Facsimile No.: 212-407-4990	
 
11.5           Arbitration.  Any dispute or controversy under this Agreement shall be settled exclusively by arbitration in the City of New York, County of New York in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitration award in any court having jurisdiction.
 
11.6           Further Assurances.  The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
 
11.7           Waiver.  The rights and remedies of the parties to this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.  To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of  the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.
 
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11.8           Entire Agreement and Modification.  This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.  This Agreement may not be amended except by a written agreement executed by the party against whom the enforcement of such amendment is sought.
 
11.9           Assignments, Successors, and No Third-Party Rights.  No party may assign any of its rights under this Agreement without the prior consent of the other parties.  Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties.  Except as set forth in Sections 10.3 and 7.2, nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.  This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and assigns.
 
11.10                      Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
 
11.11                      Section Headings, Construction.  The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.  All references to “ Section ” or “ Sections ” refer to the corresponding Section or Sections of this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the word “ including ” does not limit the preceding words or terms.
 
11.12                      Governing Law.  This Agreement will be governed by the laws of the State of New York without regard to conflicts of laws principles.
 
11.13                      Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
 
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COUNTERPART SIGNATURE PAGE
 
IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.
 
Acquiror Company:	 	Acquiror Company Principal Shareholder:	 	
 	 	 	 	 	 	
Emazing Interactive, Inc.	 	G. Edward Hancock	 	
 	 	 	 	 	 	
Signed:	/s/ G. Edward Hancock 	 	Signed: 	/s/ G. Edward Hancock 	 	

Printed name:	G. Edward Hancock	 	Printed name:	G. Edward Hancock 	 	

Title 	President and Secretary 	 	 	 	 	
 
Company:	 	 	 	 	
 	 	 	 	 	
China Net Online Media Group Limited	 	 	 	 	

Signed:	/s/ Cheng Handong	 	 	 	 	

Printed name:	Cheng Handong	 	 	 	 	

Title 	CEO	 	 	 	 	
 
[Signatures Continue]
 
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COUNTERPART SIGNATURE PAGE
 
(FOR ISSUANCES TO AN ENTITY PURSUANT TO REGULATIONS)
 
IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.
 
 	ENTITY NAME:	 	
 	 	 	 	
 	By:	     	 	
 	 	Name 	 	
 	 	Title 	 	
 
OFFSHORE DELIVERY INSTRUCTIONS:

 
 	 	
PRINT EXACT NAME IN WHICH YOU WANT	 	
THE SECURITIES TO BE REGISTERED	 	
 
Attn:	        	 	
Address:	         	 	

Phone No.	      	 	
Facsimile No.	            	 	
 
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COUNTERPART SIGNATURE PAGE
 
(FOR ISSUANCES TO AN ENTITY PURSUANT TO SECTION 4(2))
 
IN WITNESS WHEREOF, the parties have executed and delivered this Share Exchange Agreement as of the date first written above.
 
 	ENTITY NAME:	 	
 	 	 	 	
 	By:	     	 	
 	 	Name 	 	
 	 	Title 	 	
 
Circle the category under which you are an “accredited investor” pursuant to Exhibit B:
 
1           2           3           4           5           6           7           8

 
 	 	
PRINT EXACT NAME IN WHICH YOU WANT	 	
THE SECURITIES TO BE REGISTERED	 	
 
Attn:	        	 	
Address:	         	 	

Phone No.	      	 	
Facsimile No.	            	 	
 
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SCHEDULE I
 
Name	 	Cert #	 	 	# shares	 	Issue Date	
Kathy Donahoe	 	 	130	 	 	 	5,000	 	12/31/08	
Charles Driscoll	 	 	125	 	 	 	10,000	 	11/14/08	
Charles Herlocher	 	 	133	 	 	 	2,500	 	01/30/09	
Michael Goode	 	 	135	 	 	 	2,000	 	01/30/09	
Charles Smith	 	 	131	 	 	 	5,000	 	01/30/09	
Charles W Smith	 	 	128	 	 	 	2,000	 	12/30/08	
Mark Smith	 	 	124	 	 	 	10,000	 	07/05/08	
TriPoint Capital Advisors	 	 	---	 	 	 	300,000	**	Closing Date	
J and M Group, LLC	 	 	---	 	 	 	120,000	***	 	
Richever Limited	 	 	---	 	 	 	300,000	****	Closing Date	
Star (China) Holdings Limited	 	 	---	 	 	 	426,360	 	Closing Date	
Surplus Elegant Investment Limited	 	 	---	 	 	 	626,360	 	Closing Date	
Growgain Limited	 	 	---	 	 	 	213,180	 	Closing Date	
Allglad Limited	 	 	---	 	 	 	426,360	 	Closing Date	
Clear Jolly Holdings Limited	 	 	---	 	 	 	426,360	 	Closing Date	
G. Edward Hancock	 	 	---	 	 	 	30,000	*	 	
 
 	*	These shares will be the balance G. Edward Hancock will retain after closing of this Agreement.	
 
 	**	TriPoint will retain these shares after the closing of this Agreement.	
 
 	***	J and M Group will retain these shares after the closing of this Agreement.	
 
 	****	Richever Limited will retain these shares after the closing of this Agreement.	
 
SCHEDULE II
 
Rise King Investments Limited
 
Star (China) Holdings Limited
 
Surplus Elegant Investment Limited
 
Growgain Limited
 
Allglad Limited
 
Clear Jolly Holdings Limited
 
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SCHEDULES
 
 	Schedule 4.1.3	Shareholder Ownership of Shares	
 
 	Schedule 5.1	Company Organization and Qualification	
 
 	Schedule 5.2	Company Subsidiaries	
 
 	Schedule 5.7.1	Capitalization of the Company	
 
 	Schedule 5.7.3(a)	Capitalization of PRC Companies	
 
 	Schedule 5.7.3(b)	Capitalization of PRC Companies	
 
 	Schedule 5.11	Company Brokers or Finders	
 
 	Schedule 6.1	Acquiror Company Organization and Qualification	
 
 	Schedule 6.2	Acquiror Company Subsidiaries	
 
 	Schedule 6.11	Acquiror Company Brokers or Finders	
 
 	Schedule 6.12	Acquiror Company Absence of Undisclosed Liabilities	
 
 	Schedule 6.15.2	Acquiror Company Employees	
 
 	Schedule 6.25	Acquiror Company SEC Documents	
 
41

 
EXHIBIT A
SHARES AND ACQUIROR COMPANY SHARES TO BE EXCHANGED

Total Shares to be delivered by the Shareholders to Acquiror Company:	 	 	10,000	 	
 	 	 	 	 	
Total Acquiror Company Shares to be delivered by the Acquiror Company to the Shareholders:	 	 	13,790,800	 	

Name and Address of Each Shareholder	 	Number of Shares of Company Owned	 	 	Percentage of Total Shares of Company Owned	 	 	Number of Total Acquiror Company Shares Issuable	 	 	Post-Closing Percentage of Acquiror Common Stock*	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Rise King Investments Limited	 	 	5,500	 	 	 	55	%	 	 	7,434,940	 	 	 	47.13	%	
Star (China) Holdings Limited	 	 	1,000	 	 	 	10	%	 	 	1,279,080	 	 	 	8.11	%	
Surplus Elegant Investment Limited	 	 	1,000	 	 	 	10	%	 	 	1,879,080	 	 	 	11.91	%	
Growgain Limited	 	 	500	 	 	 	5	%	 	 	639,540	 	 	 	4.05	%	
Allglad Limited	 	 	1,000	 	 	 	10	%	 	 	1,279,080	 	 	 	8.11	%	
Clear Jolly Holdings Limited	 	 	1,000	 	 	 	10	%	 	 	1,279,080	 	 	 	8.11	%	
 
* Including 1,383,500 shares of Acquiror Company Common Stock issued and outstanding after the Repurchase and the shares issued under Sections 9.6.10 and 9.6.11.
 
42

 
EXHIBIT B
 
Definition of “Accredited Investor”
 
The term “accredited investor” means:
 
(1)	A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “ Investment Company Act ”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of US $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of US $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.	
 
(2)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.	
 
(3)	An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000.	
 
(4)	A director or executive officer of the Acquiror Company.	
 
(5)	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his or her purchase exceeds US $1,000,000.	
 
(6)	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.	
 
(7)	A trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment).	
 
(8)	An entity in which all of the equity owners are accredited investors.  (If this alternative is checked, the Shareholder must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.)	
 
43

 
EXHIBIT C
 
Definition of “U.S. Person”
 
(1)	“U.S. person” (as defined in Regulation S) means:	
 
 	(i)	Any natural person resident in the United States;	
 
 	(ii)	Any partnership or corporation organized or incorporated under the laws of the United States;	
 
 	(iii)	Any estate of which any executor or administrator is a U.S. person;	
 
 	(iv)	Any trust of which any trustee is a U.S. person;	
 
 	(v)	Any agency or branch of a foreign entity located in the United States;	
 
 	(vi)	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;	
 
 	(vii)	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and	
 
 	(viii)	Any partnership or corporation if:  (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.	
 
(2)	Notwithstanding paragraph (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “ U.S. person. ”	
 
(3)	Notwithstanding paragraph (1), any estate of which any professional fiduciary acting as executor or administrator is a U.S. person shall not be deemed a U.S. person if:	
 
 	(i)	An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and	
 
 	(ii)	The estate is governed by foreign law.	
 
(4)	Notwithstanding paragraph (1), any trust of which any professional fiduciary acting as trustee is a U.S. person shall not be deemed a U.S. person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person.	
 
44

 
(5)	Notwithstanding paragraph (1), an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. person.	
 
(6)	Notwithstanding paragraph (1), any agency or branch of a U.S. person located outside the United States shall not be deemed a “ U.S. person ” if:	
 
 	(i)	The agency or branch operates for valid business reasons; and	
 
 	(ii)	The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.	
 
(7)	The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “ U.S. persons. ”	
 
45

 
EXHIBIT D
 
ACCREDITED INVESTOR REPRESENTATIONS
 
Each of the Shareholders indicating that it is an Accredited Investor, severally and not jointly, further represents and warrants to the Acquiror Company as follows:
 
1.	Such person or entity qualifies as an Accredited Investor on the basis set forth on its signature page to this Agreement.	
 
2.	Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such Shareholder’s interests in connection with the transactions contemplated by this Agreement.	
 
3.	Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Company Shares.	
 
4.	Such person or entity understands the various risks of an investment in the Acquiror Company Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Company Shares.	
 
5.	Such person or entity has had access to the Acquiror Company’s publicly filed reports with the SEC.	
 
6.	Such person or entity has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Acquiror Company Shares.	
 
7.	Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror Company Shares.	
 
8.	Such person or entity is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the Acquiror Company, other than those contained in this Agreement.	
 
9.	Such person or entity is acquiring the Acquiror Company Shares for such person’s or entity’s, as the case may be, own account, for investment and not for distribution or resale to others.	
 
10.	Such person or entity will not sell or otherwise transfer the Acquiror Company Shares, unless either (a) the transfer of such securities is registered under the Securities Act or (b) an exemption from registration of such securities is available.	
 
46

 
11.	Such person or entity understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Company Shares for sale under the Securities Act.	
 
12.	Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Acquiror Company Shares substantially in the form set forth in Section 4.2.5(a).	
 
13.	Such person or entity represents that the address furnished on its signature page to this Agreement and in Exhibit A is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.	
 
14.	Such person or entity understands and acknowledges that the Acquiror Company Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.	
 
15.	Such person or entity acknowledges that the representations, warranties and agreements made by such person or entity herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Company Shares.	
 
47

 
EXHIBIT E
 
NON U.S. PERSON REPRESENTATIONS
 
Each Shareholder indicating that it is not a U.S. person, severally and not jointly, further represents and warrants to the Acquiror Company as follows:
 
16.	At the time of (a) the offer by the Acquiror Company and (b) the acceptance of the offer by such person or entity, of the Acquiror Company Shares, such person or entity was outside the United States.	
 
17.	No offer to acquire the Acquiror Company Shares or otherwise to participate in the transactions contemplated by this Agreement was made to such person or entity or its representatives inside the United States.	
 
18.	Such person or entity is not purchasing the Acquiror Company Shares for the account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.	
 
19.	Such person or entity will make all subsequent offers and sales of the Acquiror Company Shares either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act.  Specifically, such person or entity will not resell the Acquiror Company Shares to any U.S. person or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year thereafter (the “ Distribution Compliance Period ”), except pursuant to registration under the Securities Act or an exemption from registration under the Securities Act.	
 
20.	Such person or entity is acquiring the Acquiror Company Shares for such Shareholder’s own account, for investment and not for distribution or resale to others.	
 
21.	Such person or entity has no present plan or intention to sell the Acquiror Company Shares in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell the Acquiror Company Shares and is not acting as a Distributor of such securities.	
 
22.	Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or position in the U.S. with respect to the Acquiror Company Shares at any time after the Closing Date through the Distribution Compliance Period except in compliance with the Securities Act.	
 
23.	Such person or entity consents to the placement of a legend on any certificate or other document evidencing the Acquiror Company Shares substantially in the form set forth in Section 4.2.5(b).	
 
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24.	Such person or entity is not acquiring the Acquiror Company Shares in a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of the Securities Act.	
 
25.	Such person or entity has sufficient knowledge and experience in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests in connection with the transactions contemplated by this Agreement.	
 
26.	Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Acquiror Company Shares.	
 
27.	Such person or entity understands the various risks of an investment in the Acquiror Company Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Acquiror Company Shares.	
 
28.	Such person or entity has had access to the Acquiror Company’s publicly filed reports with the SEC.	
 
29.	Such person or entity has been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Acquiror Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks of investing in the Acquiror Company Shares.	
 
30.	Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning the Acquiror Company and the terms and conditions of the issuance of the Acquiror Company Shares.	
 
31.	Such person or entity is not relying on any representations and warranties concerning the Acquiror Company made by the Acquiror Company or any officer, employee or agent of the Acquiror Company, other than those contained in this Agreement.	
 
32.	Such person or entity will not sell or otherwise transfer the Acquiror Company Shares, unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.	
 
33.	Such person or entity understands and acknowledges that the Acquiror Company is under no obligation to register the Acquiror Company Shares for sale under the Securities Act.	
 
34.	Such person or entity represents that the address furnished on its signature page to this Agreement and in Exhibit A is the principal residence if he is an individual or its principal business address if it is a corporation or other entity.	
 
35.	Such person or entity understands and acknowledges that the Acquiror Company Shares have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information concerning the Acquiror Company that has been supplied to such person or entity and that any representation to the contrary is a criminal offense.	
 
36.	Such person or entity acknowledges that the representations, warranties and agreements made by such person or entity herein shall survive the execution and delivery of this Agreement and the purchase of the Acquiror Company Shares.	
 
49

 
EXHIBIT F
 
1.	Each of the WFOE and the PRC Companies has been duly incorporated and validly exists as a limited liability company under the laws and regulations of the PRC, with corporate power and authority, as authorized by the PRC government, to own, use, lease its assets and conduct its business as described in its business license.	

2.	The HK Company legally owns 100% of the equity interest of the WFOE, in accordance with the WFOE’s articles of association, the Certificate of Approval for Establishment of Enterprise with Foreign Investment in the People’s Republic of China (Shangwaizi Jing Zi 2008 No 20001) on June 22, 2009 issued by the Beijing Municipal People’s Government and the WFOE’s Business License (Registration No.: 110000450039648 ) issued by Beijing Municipal Administration of Industry and Commerce on February 13, 2009.	

3.	The registered capital of Business Opportunity Online is RMB3,000,000.  The shareholding details of Business Opportunity Online are listed as follows:	

Name	 	Registered Capital (RMB)	 	 	Shareholding Percentage (%)	 	
CHENG Handong
(程汉东)	 	 	1,380,000	 	 	 	46	%	
LIU Xuanfu
(刘宣付)	 	 	1,080,000	 	 	 	36	%	
SUN Li
(孙莉)	 	 	540,000	 	 	 	18	%	
Total	 	 	3,000,000	 	 	 	100	%	

4.	The registered capital of Beijing CNET is RMB1,000,000.  The shareholding details of Beijing CNET are listed as follows:	

Name	 	Registered Capital (RMB)	 	 	Shareholding Percentage (%)	 	
CHENG Handong
(程汉东)	 	 	460,000	 	 	 	46	%	
LIU Xuanfu
(刘宣付)	 	 	360,000	 	 	 	36	%	
SUN Li
(孙莉)	 	 	18,000	 	 	 	18	%	
Total	 	 	1,000,000	 	 	 	100	%	
 
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5.	The articles of association, the business licenses and the approval certificate of the WFOE and the PRC Companies are in compliance with the requirements of applicable PRC laws and regulations and are in full force and effect.	

6.	Each of the WFOE and the PRC Companies has duly executed and delivered the Control Documents to which it is a party and all necessary corporate actions to authorize the execution, delivery and performance of such documents have been taken.  After completion of the registration procedures for the pledge of equity interest under the Equity Pledge Agreement entered into by and among each of the PRC Companies, their respective shareholders and the WFOE dated October 8, 2008, each of the Control Documents constitutes a legal, valid and binding obligation of each of the parties thereto, enforceable against such party in accordance with their respective terms.	

7.	Based on our review of the Documents and to our best knowledge after due inquiry with each of the PRC Companies, except those subject to the Control Documents, the equity interests of each of the PRC Companies are free and clear of any security interest, mortgage, pledge, lien, encumbrances, claim or equity, or any third party right.	

8.	Based on our understanding of the express and publicly available PRC laws and regulations, the execution, delivery and performance of the Control Documents by each of the WFOE and the PRC Companies to which it is a party do not result in ( i ) any violation of the provisions of the articles of association, business license or other constitutive documents of such party, or ( ii ) any violation of any applicable PRC laws and regulations.	

9.	Subject to the Documents and to our best knowledge after due inquiry against the Company, the WFOE and the PRC Companies, each of the WFOE and the PRC Companies has obtained all necessary licenses, authorizations, approvals, registrations and permits from PRC governmental agency or any other regulatory body having jurisdiction over it (“ Authorizations ”) for it to own, lease, license and use properties and assets and to conduct its business as described in its business license, to the extent applicable, in so far as such properties and assets and the conduct of such business is governed by PRC laws and regulations, and such Authorizations are in full force and effect.	

10.	Based on our review of the Documents and to our best knowledge after due inquiry against the Company, the WFOE and the PRC Companies, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital of, or direct interest in, any of the WFOE and the PRC Companies, except those contemplated in the SEA and the Control Documents.	

11.	According to the Circular on Relevant Issues concerning Foreign Exchange Administration of Financing and Inbound Investment through Offshore Special Purpose Companies by PRC Residents , which was issued by the PRC State Administration of Foreign Exchange (the “ SAFE ”) on October 21, 2005 and became effective on November 1, 2005 (coded Hui Fa [2005] No. 75) (the “ Circular 75 ”), the ultimate shareholders of the Company and/or other offshore companies holding equity interest in the Company directly or indirectly, who are PRC residents, shall apply for registration with the local SAFE office.  After our inquiry against the Company and the WFOE and based on the factual background advised by the Company as follows: (i) none of the ultimate shareholders of the Company and/or other offshore companies holding equity interest in the Company directly or indirectly (the “ Ultimate Shareholders ”) is a PRC citizen, and (ii) none of the Ultimate Shareholders habitually reside in China.  The Ultimate Shareholders are not subject to the requirement of registration with SAFE under Circular 75.	
 
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EXHIBIT G
 
FORM OF OPINION OF COUNSEL TO ACQUIROR COMPANY

1.           The Acqurior Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada.  The Acquiror Company has full corporate power and authority to own, lease and operate its properties and to carry on its business in the places and in the manner currently conducted.

2.           The Acquiror Company has the requisite corporate power and authority to execute, deliver and perform the Share Exchange Agreement and other Transaction Documents to which it is a party.  The execution, delivery and performance of the Share Exchange Agreement and the other Transaction Documents to which the Acquiror Company is a party have been duly authorized by all necessary corporate action on the part of the Acquiror Company.

3.           Each of the Share Exchange Agreement and the Transaction Documents has been duly executed and delivered by the Acquiror Company Principal Shareholder and the Acquiror Company (to the extent they are party thereto), and constitutes the legal, valid and binding obligation of each of the Acquiror Company Principal Shareholder and the Acquiror Company, enforceable in accordance with its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.
 
4.           Execution and delivery by the Acquiror Company Principal Shareholder and the Acquiror Company of, and performance of their agreements in, the Transaction Documents to which they are a party do not (i) violate any law, statute, rule, regulation or  court order applicable to the Acquiror Company Principal Shareholder and/or the Acquiror Company and known to us, (ii)  breach, result in a default or loss of rights under, result in the creation of a right of termination, acceleration or modification under, or result in the creation of, or the right to create, any security interest in or lien on any assets of the Acquiror Company pursuant to any agreements known to us to which the Acquiror Company is a party or by which it or its assets is bound, or (iii) violate, conflict with, result in a breach of any terms or provisions of, or constitute a default under, the Acquiror Company’s articles of incorporation or bylaws.

5.           No consent, approval, authorization, order or action of, filing with or notice or payment to any regulatory agency or authority of the State of Nevada or the United States Federal Government is required to be obtained or made by the Acquiror Company Principal Shareholder or the Acquiror Company for the Acquiror Company Principal Shareholder or the Acquiror Company to perform their obligations under the Transaction Documents and consummate the transactions contemplated thereunder, except for such as have been obtained or made other than Form D and other Securities and Exchange Commission requirements and filings with any state securities authorities as may be required as reporting requirements for disclosure of the transaction detailed in the Share Exchange Agreement.

6.           Based solely upon a review of the Acquiror Company’s stock records, the authorized capital stock of the Acqurior Company consists of 50,000,000 shares, of which 5,783,500 shares are issued and outstanding immediately prior to the Repurchase, and 1,383,500 shares are issued and outstanding after the Repurchase. Based solely upon a representation from the Acquiror Company and/or the Acquiror Company Principal Shareholder, we believe that all issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive right of stockholders.  Except as described in the Share Exchange Agreement or the exhibits thereto, to our knowledge there are no options, warrants, or other rights or agreements of any kind for the purchase or acquisition from, or the issuance or sale by, the Acquiror Company of any shares of such authorized capital stock, nor any outstanding securities or debt of any kind that is convertible into or exchangeable for any shares of such authorized capital stock.

7.           Based in part upon the representations of the Shareholders contained in the Share Exchange Agreement by the Acquiror Company and its Principal Shareholders, in my opinion, the issuance of the Acquiror Company Shares in accordance with the Share Exchange Agreement will be exempt from registration under the Securities Act of 1933, as provided in Section 4(2).  The Shares which are being issued on the date hereof pursuant to the Share Exchange Agreement have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive or similar rights contained in the Acquiror Company’s articles of incorporation or Bylaws or in any agreement to which the Acquiror Company is party.

8.             To our knowledge, there are no current claims, actions, suits, investigations or proceedings, or any pending or threatened claim, action, suit, investigation or proceeding against any of the Acquiror Company Principal Shareholder or the Acquiror Company before any court, arbitrator or governmental authority which, if determined adversely to any of the Acquiror Company Principal Shareholder or the Acquiror Company, as applicable, would have a material adverse effect on the ability of the Acquiror Company Principal Shareholder or the Acquiror Company to perform their obligations under the Transaction Documents.
 
9.             All capitalized terms contained herein are defined in the Share Exchange Agreement of even date herewith.
 
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EXHIBIT H
 
BILL OF SALE
 
Date:	June 18, 2009	
 	 	
Seller:	Emazing Interactive, Inc.	
 	 	
Seller’s Mailing Address:	101 C North Greenville	
 	Suite 255	
 	Allen, Texas 75002	
 	 	
Buyer:	G. Edward Hancock	
 	 	
Buyer’s Mailing Address:	6817 Dalmation	
 	Plano, Texas 75023	
 	 	
Consideration:	$100.00 US (One Hundred Dollars)	
 	 	
Personal Property:	100% of the membership interests of Emazing Gaming, LLC.	

For value received, Seller sells and delivers the Personal Property to Buyer and warrants and agrees to defend title to the Personal Property to Buyer and Buyer’s successors in interest against all lawful claims of any kind or nature.
 
 	SELLER:	 	
 	Emazing Interactive, Inc. 	 	
 	 	 	 	
 	 	/s/ G. Edward Hancock	 	
 	By:	G. Edward Hancock, President	 	
 
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ESCROW AGREEMENT
 
THIS ESCROW AGREEMENT (“Agreement”) is made as of June 8, 2009, by and between Emazing Interactive, Inc., a Nevada corporation (“Emazing”); China Net Online Media Group Limited, a company organized under the laws of the British Virgin Islands (the “ Company, ” and together with Emazing, the “Parties”), Edward Hancock, the majority shareholder of Emazing, and  Leser, Hunter, Taubman & Taubman  with offices at 17 State Street, Suite 2000, New York, New York 10004 (the “ Escrow Agent ”).

W I T N E S S E T H:

WHEREAS, pursuant to the Letter of Intent dated as of June 8, 2009 (the “Letter”), which is incorporated herein by reference, the Company agreed to pay certain fees for the Cancelled Shares (as defined in the Letter).

WHEREAS, Emazing and the Company have requested that the Escrow Agent hold the fees for the Cancelled Shares (the “Escrow Funds”) in escrow and distribute such Escrow Funds pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

I.    ARTICLE 1
 
TERMS OF THE ESCROW

1.1  The parties hereby agree to have Leser, Hunter, Taubman & Taubman act as Escrow Agent whereby the Escrow Agent shall receive the Escrow Funds in escrow and release the same as set forth in this Agreement.  Any capitalized terms not defined herein shall have the meaning ascribed to them in the Letter.

1.2           The Escrow Agent shall hold the Escrow Funds until such time as the Company receives confirmation from Emazing’s transfer agent that the Cancelled Shares have been received and cancelled, which cancellation shall occur no earlier than the closing of the Transaction (as defined in the Letter), at which time the Escrow Agent shall release the Escrow Funds to Edward Hancock, pursuant to the written instructions in the form of  Exhibit A  attached hereto and made a part hereof, or in a form and substance satisfactory to, the Escrow Agent (the “Release Notice”).  In the event that the Transaction is not consummated, the Release Notice, signed by all of the Parties shall be delivered to the Escrow Agent, and the Escrow Agent shall return the Escrow Funds to the Company.

1.3           This Agreement may be altered or amended only with the written consent of all of the parties hereto.  Should either of the Parties attempt to change this Agreement in a manner, which, in the Escrow Agent’s discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying the Parties in writing five days in advance.  In the case of the Escrow Agent’s resignation or removal pursuant to the foregoing, his only duty, until receipt of notice from the Parties that a successor escrow agent has been appointed, shall be to hold and preserve the Escrow Funds that are in his possession.  Upon receipt by the Escrow Agent of said notice from the Parties of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Escrow Funds, the Escrow Agent shall promptly thereafter transfer all of the Escrow Funds that it is still holding in escrow, to said successor escrow agent.  Immediately after said transfer of the Escrow Funds, the Escrow Agent shall furnish the Parties with proof of such transfer.  The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from either of the Parties after the Escrow Agent promptly transfers all of the Escrow Funds that it is still holding in escrow, to the above said successor escrow agent.

 
1.4   The Escrow Agent shall be reimbursed by the Parties for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall also be reimbursed for the costs of any legal opinions that it seeks in order to fulfill its obligations pursuant to this Agreement.  The Escrow Agent shall not be liable for any action taken or omitted by him in good faith, including but not limited to any actions taken in accordance with Sections 1. 2 or 1.3, and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent’s own gross negligence or willful misconduct.  The Escrow Agent has made no representations or warranties to either of the Parties in connection with this transaction. The Escrow Agent has no liability hereunder to either party other than to hold the Escrow Funds and to release them under the terms hereof.  Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement.

1.5           The Escrow Agent has agreed to waive its fee in connection with this transaction as it applies to the Escrow Agent acting in its capacity as an escrow agent hereunder.  The Escrow Agent’s expenses may be deducted, only with the written consent of the Parties, from any funds held by the Escrow Agent hereunder to the extent that they have not been paid or reimbursed by the parties hereto upon written invoice from the Escrow Agent.

1.6           The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties.  The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith.

1.7           The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
 
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1.8           The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

1.9           If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents.

1.10           It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the Escrow Funds held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's possession without liability to anyone all or any part of said Escrow Funds until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Escrow Funds and any other property and documents held by the Escrow Agent hereunder to a state or federal court having competent subject matter jurisdiction and located in the State of New York in accordance with the applicable procedure therefor.

ARTICLE 2
MISCELLANEOUS

2.1           No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained.  No extension of time for performance of any obligation or act shall be deemed any extension of the time for performance of any other obligation or act.

2.2 This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

2.3           This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto.  This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein.
 
2.4           Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.  This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.  Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party.  Such facsimile copies shall constitute enforceable original documents.
 
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2.5           The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance of the laws of the State of New York. The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved fully and exclusively in the federal or state courts resident in New York County, New York.

2.6           Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:
 
If to Emazing:	 
Tel. No.:
Fax No.:	
 	 	
If to the Company:	No. 3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark,
Haidian District, Beijing, 100195
Tel. No.:  86-10-51600828
Fax No.:  86-10-51600328	
 	 	
WWith a copy to:
 	Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attention: Mitchell Nussbaum, Esq
Tel No.:212-407-4000
Fax No.: 212-407-4990	
 	 	
If to the Escrow Agent:	Leser, Hunter, Taubman & Taubman
17 State Street, Suite 2000
New York, New York 10004
Attention: Louis Taubman
Tel No.: (212) 732-7184
Fax No.: (212) 202-6380	
 
Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.
 
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2.7           By signing this Agreement, the Escrow Agent becomes a party hereto only for the purpose of this Agreement; the Escrow Agent does not become a party to the Letter or any related agreements.

2.8           Each party acknowledges and agrees that this Agreement shall not be deemed prepared or drafted by any one party.  In the event of any dispute between the parties concerning this Agreement, the parties agree that any rule of construction, to the effect that any ambiguity in the language of the Agreement is to be resolved against the drafting party, shall not apply.

signature page follows
 
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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date first set forth above.
 
Executed:	 	 	 	 	
 	 	 	 	 	
Emazing Interactive, Inc.	 	 	 	 	

/s/ G. Edward Hancock	 	 	 	 	
By: G. Edward Hancock	 	 	 	 	
President and Secretary	 	 	 	 	
 
China Net Online Media Group Limited	 	 	 	 	

/s/ Cheng Handong	 	 	 	 	
By: Cheng Handong	 	 	 	 	
Chief Executive Officer	 	 	 	 	
 
G. Edward Hancock	 	 	 	 	

/s/ G. Edward Hancock	 	 	 	 	
By: G. Edward Hancock	 	 	 	 	

Leser, Hunter, Taubman & Taubman	 	 	 	 	

/s/ Louis Taubman	 	 	 	 	
By: Louis Taubman, Member	 	 	 	 	

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[Date]

Leser, Hunter, Taubman & Taubman
17 State Street, Floor 20
New York, NY 10004

Dear Mr. Taubman:

In accordance with the terms of Section 1.2 of the Escrow Agreement dated as of June [  ], 2009, by and among Emazing Interactive, Inc., a Nevada corporation (“Emazing”); China Net Online Media Group Limited, a company organized under the laws of the British Virgin Islands (the “Company,” and together with Emazing, the “Parties”) and you – as Escrow Agent, the Parties hereby notify you to release the full $300,000 held in escrow (the “Funds”).

PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions attached):

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Very truly yours,	 	 	 	 	
 	 	 	 	 	 	
Emazing Interactive, Inc.	 	 	 	 	

By:	 	 	 	 	 	
Name: 	 	 	 	 	 	
Title:	 	 	 	 	 	
 
China Net Online Media Group Limited	 	 	 	 	

By:	 	 	 	 	 	
Name: 	 	 	 	 	 	
Title:	 	 	 	 	 	

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REGISTRATION RIGHTS AGREEMENT
 
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2009, by and among Emazing Interactive, Inc. (the “Company”), and the Stockholders listed on  Schedule I  hereto (the “ Stockholders ”).
 
The Company and the Stockholders hereby agree as follows:
 
1.           Definitions.
 
“Advice” shall have the meaning set forth in Section 3(m).
 
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person.  For the purposes of this definition, “ control ,” when used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “ affiliated ,” “ controlling ” and “ controlled ” have meanings correlative to the foregoing.  For the purposes of this definition, a Person shall be deemed to control any of his or her immediate family members.
 
“Board” shall have meaning set forth in Section 3(n).
 
“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other government actions to close.
 
“Closing Date” means the date of the consummation of the Share Exchange Agreement, by and among the Company, G. Edward Hancock, China Net Online Media Group Limited and those persons listed on  Schedule II thereto.
 
“Commission” means the Securities and Exchange Commission.
 
“Common Stock” means the Company’s common stock, par value $0.001 per share.
 
“Effectiveness Date” means, with respect to a Registration Statement subject to Section 2(b) hereof, the earlier of (A) the one hundred fiftieth (150 th ) day following the Demand Date (or in the event the Registration Statement receives a “full review” by the Commission, the one hundred eightieth (180 th ) day following the Demand Date, or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review the Registration Statement or (ii)   that the Company may request the acceleration of the effectiveness of the Registration Statement;  provided   that , if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.

 
“Effectiveness Period” means the period commencing on the applicable Effective Date and ending on the earlier of (i) the date when all Registrable Securities are sold and (ii) the date when the Holders are permitted to sell the Registrable Securities under Rule 144(i).
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Filing Date” means, with respect to a registration statement subject to Section 2(b) hereof, the date that is the thirtieth (30 th ) day after the Demand Date;  provided   that , if the Filing Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Filing Date shall be the following Business Day.
 
“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.
 
“Indemnified Party” shall have the meaning set forth in Section 5(c).
 
“Indemnifying Party” shall have the meaning set forth in Section 5(c).
 
“Losses” shall have the meaning set forth in Section 5(a).
 
“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.
 
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.
 
“Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference in such Prospectus.
 
“Registrable Securities means (i) the shares of Common Stock beneficially owned by the Stockholders listed on  Schedule I , immediately prior to the Closing Date; and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
 
“Registration Statement” means the registration statements and any additional registration statements contemplated by Section 2, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference in such registration statement.
 
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“Rule 158” means Rule 158 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 
“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 
“Rule 416” means Rule 416 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
 
“Securities Act” means the Securities Act of 1933, as amended.
 
2.           Registration Rights.
 
(a)           Piggy-Back Registration.
 
(i)           If at any time within ninety (90) days of the date hereof (the “Piggy-Back Registration Period”), the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company) (an “ Offering ”), other than a Registration Statement (i) on Form S-8, or any successor or similar form, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) to register securities on a Form S-4, or on any successor or similar form, then the Company shall (x) give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, (a “ Piggy-Back Registration ”) and (y) offer to the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within five (5) business days following receipt of such notice (a “ Holder’s Piggy-Back Request ”).  The Company shall cause that number of Registrable Securities as set forth in the Holder’s Piggy-Back Request to be included in such registration and, if applicable, shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit such Registrable Securities to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.  All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.  The filing and effectiveness dates of the Registration Statement filed under this Section 2(a) shall be as set forth in the registration rights agreements entered into in connection with an Offering.
 
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(ii) Notwithstanding anything to the contrary set forth in this Section 2 (a), in the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement because of the Commission’s application of Rule 415, the Registrable Securities to be registered shall be reduced, on a pro-rata basis, among the Holders to such number permitted to be registered;
 
(b)           Demand Registration.                                                      In the event that the Company does not file a Registration Statement pursuant to Section 2(a), at any time after the Piggy-Back Registration Period  a Holder or Holders owning not less than a majority of the Registrable Securities then issued and outstanding (the “ Demanding Holders ”) may demand that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Demanding Holders by giving written notice (a “ Demand Notice ”) to the Company, in which case all Holders of Registrable Securities may have all of their Registrable Securities included on such Registration Statement (a “ Demand Registration ”), by providing written notice of acceptance to the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition.  Within five (5) business days of a the Company’s receipt of a Demand Notice, the Company will notify all Holders of Registrable Securities of the demand, and each Holder of Registrable Securities who wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration shall so notify the Company within fifteen (15) calendar days after the Holder’s receipt of the Company’s notice regarding the Demand Registration.  The fifteenth day being the “Demand Date.”  The Company shall then prepare and file with the Commission on or prior to the Filing Date, a “resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415.  Any such Registration Statements shall be on Form S-1.  The Company shall use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “ Effectiveness Period ”).  The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the Effectiveness Date.
 
(c)            In the event the Commission does not permit the Company to register all of the Registrable Securities in the Registration Statement pursuant to Section 2(a) or 2(b), the Company shall use its best efforts to file subsequent Registration Statements to register the Registrable Securities that were not registered as promptly as possible and in a manner permitted by the Commission.  For purposes of this Section 2(c), “ Filing Date ” means with respect to each subsequent Registration Statement filed pursuant hereto, the later of (i) sixty (60) days following the sale of substantially all of the Registrable Securities included in the initial Registration Statement or any subsequent Registration Statement and (ii) six (6) months following the effective date of the initial Registration Statement or any subsequent Registration Statement, as applicable, or such earlier date as permitted by the Commission.  For purposes of this Section 2(c), “ Effectiveness Date ” means with respect to each subsequent Registration Statement filed pursuant to this Section 2(c) hereto, the earlier of (A) the ninetieth (90 th ) day following the filing date of such Registration Statement (or in the event such Registration Statement receives a “full review” by the Commission, the one hundred twentieth (120 th ) day following such filing date) or (B) the date which is within three (3) Business Days after the date on which the Commission informs the Company (i) that the Commission will not review such Registration Statement or (ii)   that the Company may request the acceleration of the effectiveness of such Registration Statement;  provided   that , if the Effectiveness Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required by law or other government actions to close, the Effectiveness Date shall be the following Business Day.
 
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3.           Registration Procedures.
 
In connection with the Company’s registration obligations hereunder, the Company shall:
 
(a)           Prepare and file with the Commission, on or prior to the applicable Filing Date, a Registration Statement on Form S-1  in accordance with the plan of distribution as set forth on  Exhibit A  hereto and in accordance with applicable law, and cause the Registration Statement to become effective and remain effective as provided herein on the applicable Effectiveness Date;  provided ,  however , that not less than five (5) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall (i) furnish to the Holders, copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, to conduct a reasonable review of such documents.  The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in writing within three (3) Business Days of their receipt thereof.
 
(b)           (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements as necessary in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities Act no later than two (2) Business Days following the date the Registration Statement is declared effective by the Commission; and (v) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented.
 
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(c)           Notify the Holders of Registrable Securities as promptly as possible (and, in the case of (i)(A) below, not less than three (3) Business Days prior to such filing, and in the case of (iii) below, on the same day of receipt by the Company of such notice from the Commission) and (if requested by any such Person) confirm such notice in writing no later than one (1) Business Day following the day:  (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any Proceedings for that purpose; (iv) if at any time any of the representations and warranties of the Company contained in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (vi) of the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
(d)           Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of, as promptly as possible, (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable   Securities for sale in any jurisdiction.
 
(e)           If requested by the Holders of  a majority of the Registrable Securities outstanding, (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the Company reasonably agrees should be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.
 
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(f)           If requested by any Holder, furnish to such Holder, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.
 
(g)           Promptly deliver to each Holder, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.
 
(h)           Prior to any public offering of Registrable Securities, use its reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement;  provided ,  however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject.
 
(i)           Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates, to the extent permitted by applicable federal and state securities laws, shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Holder may request in connection with any sale of Registrable Securities.
 
(j)           Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
 
(k)           Comply in all material respects with all applicable rules and regulations of the Commission and make generally available to its security holders all documents filed or required to be filed with the Commission, including, but not limited, to, earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, which statement shall conform to the requirements of Rule 158.
 
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(l)           Within two (2) Business Days after a Registration Statement which covers the Registrable Securities is ordered effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Holders whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the Commission in the form attached hereto as  Exhibit B .
 
(m)           The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.
 
If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
 
Each Holder covenants and agrees that it will not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the Prospectus as then amended or supplemented as contemplated in Section 3(g) and notice from the Company that the Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(c).
 
Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 3(n), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j), or until it is advised (the “ Advice ”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
 
(n)           If (i) there is material non-public information regarding the Company which the Company’s Board of Directors (the “ Board ”) determines not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board determines not to be in the Company’s best interest to disclose, or (iii) the Company is required to file a post-effective amendment to the Registration Statement to incorporate the Company’s quarterly and annual reports and audited financial statements on Forms 10-Q and 10-K, then the Company may (x) postpone or suspend filing of a registration statement for a period not to exceed forty-five (45) consecutive days or (y) postpone or suspend effectiveness of a registration statement for a period not to exceed forty-five (45) consecutive days; provided that the Company may not postpone or suspend effectiveness of a registration statement under this Section 3(n) for more than ninety (90) days in the aggregate during any three hundred sixty (360) day period;  provided , however , that no such postponement or suspension shall be permitted for consecutive twenty (20) day periods arising out of the same set of facts, circumstances or transactions.
 
8

 
4.           Registration Expenses.
 
All fees and expenses incident to the performance of or compliance with this Agreement by the Company, except as and to the extent specified in this Section 4, shall be borne by the Company whether or not the Registration Statement is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement.  The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the NASDAQ   and each other securities exchange or market on which Registrable Securities are required hereunder to be listed, if any (B) with respect to filing fees required to be paid to the National Association of Securities Dealers, Inc. and the NASD Regulation, Inc. (including, without limitation, pursuant to NASD Rule 2710) and (C) in compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Holders in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as the Holders of a majority of Registrable Securities may designate)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses,  (iv) reasonable and itemized fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the Company’s independent public accountants (including the expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort letters).  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange if required hereunder.  The Company shall not be responsible for any discounts, commissions, transfer taxes or other similar fees incurred by the Holders in connection with the sale of the Registrable Securities.
 
5.           Indemnification.
 
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(a)           Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, managers, partners, members, stockholders, agents, brokers, investment advisors and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to any violation of securities laws or untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding or provided by such Holder or such other Indemnified Party furnished in writing to the Company for use therein.  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.
 
(b)           Indemnification by Holders.  Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder or other Indemnifying Party to the Company specifically for inclusion in the Registration Statement or such Prospectus.
 
(c)           Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party promptly shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party” ) in writing, and the Indemnifying Party shall be entitled to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.
 
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An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such parties shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened Proceeding in respect of which any Indemnified Party is a party and indemnity has been sought hereunder, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.
 
All indemnifiable fees and expenses of the Indemnified Party (including reasonable fees and expenses incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder;   provided, that the Indemnified Party shall reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).
 
(d)           Contribution. If a claim for indemnification under Section 5(a) or 5(b) is due but unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other.  If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault, as applicable, of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the   parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.  In no event shall any selling Holder be required to contribute an amount under this Section 5(d) in excess of the gross proceeds received by such Holder upon sale of such Holder’s Registrable Securities pursuant to the Registration Statement giving rise to such contribution obligation.
 
11

 
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
 
The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties pursuant to the law.
 
6.                      Rule 144.

     As long as any Holder owns Registrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act.  As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act.  The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144.  Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
 
7.           Miscellaneous.
 
(a)           Remedies.  In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, such Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this   Agreement.  The Company and each Holder agree that monetary damages would not provide   adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.
 
12

 
(b)           No Inconsistent Agreements.  Neither the Company nor any of its subsidiaries has, as of the date hereof entered into and currently in effect, nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any of its subsidiaries has previously entered into any agreement currently in effect granting any registration rights with respect to any of its securities to any Person.  Without limiting the generality of the foregoing, without the written consent of the Holders of a majority of the then outstanding Registrable Securities, the Company shall not grant to any Person other than a Holder, the right to request the Company to register any securities of the Company under the Securities Act unless the rights so granted are subject in all respects to the prior rights in full of the Holders set forth herein, and are not otherwise in conflict with the provisions of this Agreement
 
(c)           Shares Held by the Company and its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
 
(d)           Assignment of Registration Rights.  The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person who acquires all or a portion   of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement.  The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
 
13

 
(e)           Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of seventy-five percent (75%) of the Registrable Securities outstanding.
 
(f)           Notices.  Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy, e-mail or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:
 
If to the Company:	Emazing Interactive, Inc.
c/o China Net Online Media Group Limited
No. 3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark,
Haidian District, Beijing, PRC 100195
Attn: Cheng Handong
Tel: 86-10-51600828
Fax: 86-10-51600328	
 	 	
with copies to (which shall not constitute notice):	Loeb & Loeb
345 Park Avenue
New York, NY10154
Attn: Mitchell S. Nussbaum
Tel: 212-407-4159
Fax: 212-407-4990	
 	 	
If to any Stockholder:	At the address of such Stockholder set forth on Schedule I to this Agreement	
 
Any party hereto may from time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party hereto.
 
(g)           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns and shall inure to the benefit of each Holder and its successors and assigns.  Neither the Stockholders, nor the Company may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
 
(h)           Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.
 
14

 
(i)           Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.  This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.  The Company and the Holders agree that venue for any dispute arising under this Agreement will lie exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably waive any right to raise  forum non conveniens  or any other argument that New York is not the proper venue.  The Company and the Holders irrevocably consent to personal jurisdiction in the state and federal courts of the state of New York.  The Company and the Holders consent to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing in this Section 7(i) shall affect or limit any right to serve process in any other manner permitted by law.  The Company and the Holders hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Agreement, shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.  The parties hereby waive all rights to a trial by jury.
 
(j)           Cumulative Remedies.  The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
 
(k)           Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared   to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
 
(l)           Headings.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
 
15

 
(m)           Independent Nature of Stockholders.  The Company acknowledges that the obligations of each Stockholder under this Agreement are several and not joint with the obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance of the obligations of any other Stockholder under this Agreement.  The Company acknowledges that nothing contained herein, and no action taken by any Stockholder pursuant hereto (including, but not limited to, the (i) inclusion of a Stockholder in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Stockholder) shall be deemed to constitute the Stockholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Stockholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement.  The Company acknowledges that each Stockholder shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Stockholder to be joined as an additional party in any proceeding for such purpose.  The Company acknowledges that it has elected to provide all Stockholders with the same terms for the convenience of the Company and not because it was required or requested to do so by the Stockholders.  The Company acknowledges that such procedure with respect to this Agreement in no way creates a presumption that the Stockholders are in any way acting in concert or as a group with respect to this Agreement or the transactions contemplated hereby.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
16

 
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated above.
 
 	EMAZING INTERACTIVE, INC.	 	
 	 	 	 	
 	By:	/s/ Cheng Handong	 	
 	 	Name:  Cheng Handong	 	
 	 	Title:  Chief Executive Officer	 	

[Company Signature Page to Registration Rights Agreement]
 
17

 
IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated above.
 
 	 	/s/ Kathy Donahoe	 	
 	 	Kathy Donahoe	 	

 	 	/s/ Charles Driscoll 	 	
 	 	Charles Driscoll 	 	

 	 	/s/ Charles Herlocher	 	
 	 	Charles Herlocher	 	

 	 	/s/ Michael Goode	 	
 	 	Michael Goode	 	

 	 	/s/ Charles Smith	 	
 	 	Charles Smith	 	

 	 	/s/ Charles W. Smith	 	
 	 	Charles W. Smith	 	

 	 	/s/ Mark Smith	 	
 	 	Mark Smith	 	

 	 	/s/ G. Edward Hancock 	 	
 	 	G. Edward Hancock 	 	

 	TriPoint Capital Advisors	 	
 	 	 	 	
 	By:	/s/ Mark Elenowitz	 	
 	 	Name  Mark Elenowitz	 	
 	 	Title  Managing Director	 	

 	J and M Group, LLC	 	
 	 	 	 	
 	By:	/s/ Joseph Pettinelli	 	
 	 	Name  Joseph Pettinelli	 	
 	 	Title  Partner	 	

18

 
 	Richever Limited	 	
 	 	 	 	
 	By:	/s/ Chaoying (Charles) Li	 	
 	 	Name  Chaoying (Charles) Li	 	
 	 	Title  Director	 	

 	Star (China) Holdings Limited	 	
 	 	 	 	
 	By:	/s/ Hirofumi Kotoi	 	
 	 	Name  Hirofumi Kotoi	 	
 	 	Title  Director	 	

 	Surplus Elegant Investment Limited	 	
 	 	 	 	
 	By:	/s/ Shao Yin Yin	 	
 	 	Name  Shao Yin Yin	 	
 	 	Title  Director	 	

 	Growgain Limited	 	
 	 	 	 	
 	By:	/s/ Curtis Hollister	 	
 	 	Name  Curtis Hollister	 	
 	 	Title  Director	 	

 	Allglad Limited	 	
 	 	 	 	
 	By:	/s/ Shao Yin Yin	 	
 	 	Name  Shao Yin Yin	 	
 	 	Title  Director	 	

 	Clear Jolly Holdings Limited	 	
 	 	 	 	
 	By:	/s/ Haribayashi Keikyo	 	
 	 	Name  Haribayashi Keikyo	 	
 	 	Title  Director	 	

 
[Stockholder Signature Page to Registration Rights Agreement]

19

 
Schedule I
Stockholders
 
Names and Number of Shares
to be Registered for each of the Stockholders

Kathy Donahoe	 	 	5,000	 	
Charles Driscoll	 	 	10,000	 	
Charles Herlocher	 	 	2,500	 	
Michael Goode2,000	 	 	 	 	
Charles Smith	 	 	5,000	 	
Charles W Smith	 	 	2,000	 	
Mark Smith	 	 	10,000	 	
TriPoint Capital Advisors	 	 	300,000	 	
G. Edward Hancock	 	 	30,000	 	
J and M Group, LLC	 	 	120,000	 	
Richever Limited	 	 	300,000	 	
Star (China) Holdings Limited	 	 	426,360	 	
Surplus Elegant Investment Limited	 	 	626,360	 	
Growgain Limited	 	 	213,180	 	
Allglad Limited	 	 	426,360	 	
Clear Jolly Holdings Limited	 	 	426,360	 	

Total:   	 	 	2,905,120	 	
 
20

 
Exhibit A
Plan of Distribution
 
The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions.  These sales may be at fixed or negotiated prices.  The selling security holders may use any one or more of the following methods when disposing of shares:
 
 	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;	
 
 	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;	
 
 	·	purchases by a broker-dealer as principal and resales by the broker-dealer for its account;	
 
 	·	an exchange distribution in accordance with the rules of the applicable exchange;	
 
 	·	privately negotiated transactions;	
 
 	·	to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Commission;	
 
 	·	broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;	
 
 	·	a combination of any of these methods of sale; and	
 
 	·	any other method permitted pursuant to applicable law.	
 
The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended (“Securities Act”), if available, rather than under this prospectus.  The selling security holders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.
 
The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements.  If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.
 
Broker-dealers engaged by the selling security holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.
 
If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part.  In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.
 
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The selling security holders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales.  Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.
 
The selling security holders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M.  These provisions may restrict activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other person.  Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions.  All of these limitations may affect the marketability of the shares.
 
If any of the shares of common stock offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders.  We offer no assurance as to whether any of the selling security holders will sell all or any portion of the shares offered under this prospectus.
 
We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus.  However, each selling security holder and purchaser is responsible for paying any discounts, commissions and similar selling expenses they incur.
 
We and the selling security holders have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this prospectus, including liabilities under the Securities Act.
 
22

 
EXHIBIT B
 
FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT
 
Signature Stock Transfer Inc.
2301 Ohio Dr #100
Plano, TX 75093
Telephone:  (972) 612-4120
Facsimile:  [                         ]
Attn:  [                      ]
 
Re:           EMAZING INTERACTIVE, INC.
 
Ladies and Gentlemen:
 
We are counsel to EMAZING INTERACTIVE, INC., a Nevada corporation (the “Company”).  The Company entered into a Registration Rights Agreement, dated June __, 2009 (the “Registration Rights Agreement”), with the stockholders set forth on  Schedule I  hereto (the “Stockholders”), pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act of 1933, as amended (the “1933 Act”).  In connection with the Company’s obligations under the Registration Rights Agreement, on  [ENTER DATE OF FILING] , the Company filed a Registration Statement on Form S-1 (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Registrable Securities which names each of the Stockholders as a selling stockholder thereunder.
 
In connection with the foregoing, we advise you that the SEC entered an order declaring the Registration Statement effective under the 1933 Act at  [ENTER TIME OF EFFECTIVENESS]  on  [ENTER DATE OF EFFECTIVENESS]  and we have no knowledge that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and accordingly, the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.
 
 	Very truly yours,	 	
 	 	 	
 	LOEB & LOEB LLP	 	
 	 	 	 	
 	By:	 	 	
 
cc:           [LIST NAMES OF STOCKHOLDERS]
 
23

独家业务合作协议
Exclusive Business Cooperation Agreement

本独家业务合作协议（下称“本协议”）由以下双方于2008年10月8日在中华人民共和国（下称“中国”）北京市签署。
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”).

甲方：	京扬世纪科技发展（北京）有限公司	

地址： 	北京市海淀区中关村大街11号8层826	

Party A: 	Rise King Century Technology Development (Beijing) Co., Ltd.	

Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	北京中网在线广告有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

Party B: 	Beijing CNET Online Advertising Co., Ltd.	

Address: 	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

甲方和乙方以下各称为“一方”，统称为“双方”。
Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：
Whereas,

1.	甲方是一家在中国注册的外商独资企业，拥有提供技术和咨询服务的必要资源；	
Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;

2.	乙方是一家在中国注册的内资有限责任公司，经中国有关政府部门批准可以从事代理、发布广告业务（合称“主营业务”）；	
Party B is a limited liability company registered in China.  As approved by the relevant governmental authorities, Party B is engaging in advertising agency and release business (collectively, the “Principal Business”).

3.	甲方同意利用其技术、人员和信息优势，在本协议期间向乙方提供有关主营业务的独家技术和业务支持和咨询服务，乙方同意接受甲方或其指定方按本协议条款的规定提供的咨询和各种服务。	

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Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：
Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1.	服务提供	
Services Provided by Party A

 	1.1	按照本协议条款和条件，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的技术支持、业务支持和相关咨询服务，具体内容包括所有在乙方主营业务范围内由甲方不时决定必要的服务，包括但不限于以下内容：技术服务、业务咨询、资产设备租赁、市场咨询、系统集成、产品研发和系统维护。	
Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

 	1.2	乙方接受甲方的咨询和服务。乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定的服务或其他事宜，乙方不得直接或间接地从任何第三方获得任何与本协议相同或类似的咨询和/或服务，并不得与任何第三方就本协议所述事项建立任何类似的合作关系。双方同意，甲方可以指定其他方（该被指定方可以与乙方签署本协议第1.3条描述的某些协议）为乙方提供本协议约定的服务和/或支持。	
Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

 
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1.3           服务的提供方式
Service Providing Methodology

 	1.3.1	甲、乙双方同意在本协议有效期内，视情况而定，乙方可以与甲方或甲方指定的其他方进一步签订技术服务协议和咨询服务协议，对各项技术服务、咨询服务的具体内容、方式、人员、收费等进行约定。	
Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

 	1.3.2	为更好地履行本协议，甲乙双方同意，视情况而定，乙方在本协议有效期内将与甲方或甲方指定的其他方根据业务进展需要随时签署设备、资产的租用协议，由甲方或其指定方将有关的设备、资产提供给乙方使用。	
To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's or its designee’s relevant equipment or property based on the needs of the business of Party B.

2.	服务的价格和支付方式	
The Calculation and Payment of the Service Fees

双方同意，就本协议项下甲方向乙方提供的各项服务，乙方应将相当于其净收入100%的款项支付给甲方作为服务费（“服务费”），但经双方协商和甲方事先书面同意，服务费的金额可以根据甲方当月的服务内容和乙方的经营需要进行调整。服务费应当按月支付；乙方应于每月最后一天的30日内，(a) 向甲方提供乙方当月的管理报表和经营数据，包括乙方在当月的净收入额（“每月净收入”）；(b) 将每月净收入的100%或甲方同意的其他金额支付给甲方（“月付款”）。乙方应于每个财政年度末的90日内，(a) 向甲方提供乙方在本财政年度的经审计的财务报表，该财务报表应当经由甲方批准的独立注册会计师审计并认证；(b) 如果按照经审计的财务报表显示，本财政年度内乙方向甲方支付的月付款的总额有任何不足，乙方应向甲方支付差额。

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Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the net income of Party B, provided that upon mutual discussion between the Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that month and the operational needs of Party B.  The Service Fees shall be due and payable on a monthly basis;  within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”).  Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

3.	知识产权和保密条款	
Intellectual Property Rights and Confidentiality Clauses

 	3.1	在中国法律允许的范围内，甲方对履行本协议而产生或创造的任何权利、所有权、权益和所有知识产权包括但不限于著作权、专利权、专利申请权、软件、技术秘密、商业机密及其他均享有独占的和排他的权利和利益。乙方须签署所有适当的文件，采取所有适当的行动，递交所有的文件和/或申请，提供所有适当的协助，以及做出所有其他依据甲方的自行决定认为是必要的行为，以将任何对该等知识产权的所有权、权利和权益赋予甲方，和/或完善对甲方此等知识产权权利的保护。	
To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

 
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 	3.2	双方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。	
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

 	3.3	双方同意，不论本协议是否变更、解除或终止，本条款将持续有效。	
The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

 
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4.           陈述和保证
Representations and Warranties

 	4.1	甲方陈述和保证如下：	
Party A hereby represents and warrants as follows:

 	4.1.1	甲方是按照中国法律合法注册并有效存续的外商独资企业。	
Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.

 	4.1.2	甲方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署和履行本协议；甲方对本协议的签署和履行并不违反法律法规的明确规定。	
Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement.  Party A’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

 	4.1.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。	
This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

 	4.2	乙方陈述和保证如下：	
Party B hereby represents and warrants as follows:

 	4.2.1	乙方是按照中国法律合法注册且有效存续的公司，乙方获得从事主营业务所需的政府许可、牌照。	
Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner;

 
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 	4.2.2	乙方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署和履行本协议；乙方对本协议的签署和履行并不违反法律法规的明确规定。	
Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement.  Party B’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

 	4.2.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。	
This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.

5.           生效和有效期
Effectiveness and Term

 	5.1	本协议于文首标明的协议日期签署并同时生效。除非依本协议或双方其他协议的约定而提前终止，本协议有效期为10年，但甲、乙双方应自本协议签署后，每3个月对本协议的内容做一次审查，以决定是否需要根据当时的情况对本协议作出相应修改和补充。	
This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. After the execution of this Agreement, both Parties shall review this Agreement every 3 months to determine whether to amend or supplement the provisions in this Agreement based on the actual circumstances at that time.

 	5.2	协议期满前，经甲方书面确认，本协议可以延期。延期的期限由甲方决定，乙方必须无条件地同意该延期。	
The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.

 
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6.           终止
Termination

 	6.1	除非依据本协议续期，本协议于到期之日终止。	
Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

 	6.2	本协议有效期内，除非甲方对乙方有重大过失或存在欺诈行为，乙方不得提前终止本协议。尽管如此，甲方可在任何时候通过提前30天向乙方发出书面通知的方式终止本协议。	
During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.

 	6.3	在本协议终止之后，双方在第3、7和8条项下的权利和义务将继续有效。	
The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

7.           适用法律和争议解决
Governing Law and Resolution of Disputes

 	7.1	本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国的法律。	
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

 	7.2	因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。	
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

 
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 	7.3	因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。	
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

8.           补偿
Indemnification

就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。
Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

9.           通知
Notices

 	9.1	本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

 
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 	9.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	9.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	9.2	为通知的目的，双方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:
 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

 	地址： 	 北京市海淀区中关村大街11号8层826	

 	Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人：	张之戈	

 	Attn:	ZHANG Zhige	

 	电话：	 	

 	Phone:	 	

 	传真：	 	
Facsimile:

 	乙方：	北京中网在线广告有限公司	

 	Party B:	Beijing CNET Online Advertising Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.:	CHENG Handong	

 	电话：	

 	Phone:	

 	传真：	
Facsimile:

 
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 	9.3	任何一方可按本条规定随时给另一方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10.           协议的转让
Assignment

 	10.1	乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方的书面同意。	
Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

 	10.2	乙方在此同意，甲方可以在其需要时向其他第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙方发出书面通知，并且无需再就该等转让征得乙方的同意。	
Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

11.           协议的分割性
Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

 
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12.           协议的修改、补充
Amendments and Supplements

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。
Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

13.           语言和副本
Language and Counterparts

本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

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           有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

签字：	 	
By:	/s/ Zhige Zhang 	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职务：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	北京中网在线广告有限公司	
Party B:	Beijing CNET Online Advertising Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

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独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 
乙方：	程汉东	
身份证号码：
Party B: 	CHENG Handong	
ID No.:  

丙方：	北京中网在线广告有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

Party C:	Beijing CNET Online Advertising Co., Ltd.	

Address: 	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方46%的股权权益。
Whereas: Party B holds 46% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.	股权买卖	
Sale and Purchase of Equity Interest

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 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。
Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

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 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	
Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

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2.	承诺	
Covenants

 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

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 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	
They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

8

 

 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	
They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

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 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

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 	5.2	争议的解决方法	
Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:

甲方：     京扬世纪科技发展（北京）有限公司
 	Party A:	Rise King Century Technology Development (Beijing) Co.,  Ltd.	

 	地址：	北京市海淀区中关村大街11号8层826	

 	Address: 	 826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人： 	张之戈	

 	Attn:	ZHANG Zhige	
电话：
Phone:
传真：
Facsimile:

 	乙方：	程汉东	

 	Party B:	CHENG Handong	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：
Phone:
电子邮件：
E-mail:

 	丙方：	北京中网在线广告有限公司	

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 	Party C:    Beijing CNET Online Advertising Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Address:   Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing
 	收件人：	程汉东	
Attn.:         CHENG Handong
电话：
Phone:
传真：
Facsimile:

 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

15

 

 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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 	10.6	继任者	
Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

签字：	 	 	
By:	/s/ Zhige Zhang	 	
姓名：	张之戈	 	
Name:	ZHANG Zhige	 	
职务：	法定代表人	 	
Title:	Legal Representative	 	
 	 	 	
乙方：	程汉东	 	
Party B:	CHENG Handong	 	
 	 	 	
签署：	 	 	
By:	/s/ Handong Cheng 	 	
 	 	 	
丙方：	北京中网在线广告有限公司	 	
Party C:	Beijing CNET Online Advertising Co., Ltd.	 	
 	 	 	
签字：	 	 	
By:	/s/ Handong Cheng	 	
姓名：	程汉东	 	
Name:	CHENG Handong	 	
职务：	法定代表人	 	
Title:	Legal Representative	 	

 

 

独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	刘宣付	
身份证号码：
Party B:	LIU Xuanfu	
ID No.:

丙方：	北京中网在线广告有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

Party C:	Beijing CNET Online Advertising Co., Ltd.	

Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方36%的股权权益。
Whereas: Party B holds 36% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

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1.	股权买卖	
Sale and Purchase of Equity Interest

 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。
Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

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 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	
Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

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2.	承诺	
Covenants

 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	

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They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

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 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	

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They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

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 	5.2	争议的解决方法	
Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:

 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co.,  Ltd.	

 	地址：	北京市海淀区中关村大街11号8层826	

 	Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人：	张之戈	

 	Attn:	ZHANG Zhige	

 	电话：	

 	Phone:	

 	传真：	

 	Facsimile:	

 	乙方：	刘宣付	

 	Party B:	LIU Xuanfu	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	电话：	

 	Phone:	

 	电子邮件：	

 	E-mail:	

 	丙方：          北京中网在线广告有限公司	

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 	Party C:	Beijing CNET Online Advertising Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.:	CHENG Handong	

 	电话：	

 	Phone:	

 	传真：	

 	Facsimile:	
 
 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

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 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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 	10.6	继任者	
Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

签字：
By:	/s/ Zhige Zhang                           	

姓名：	张之戈	

Name:	ZHANG Zhige	

职务：	法定代表人	

Title:	Legal Representative	

乙方：	刘宣付	

Party B:	LIU Xuanfu	

签署：
By:	/s/ Xuanfu Liu                               	

丙方：	北京中网在线广告有限公司	

Party C:	Beijing CNET Online Advertising Co., Ltd.	

签字：
By:	/s/ Handong Cheng                        	

姓名：	程汉东	

Name:	CHENG Handong	

职务：	法定代表人	

Title:	Legal Representative	

 

独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):
 
甲方：	京扬世纪科技发展（北京）有限公司	
地址：	北京市海淀区中关村大街11号8层826	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	
Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 	 	
乙方：	孙莉	
身份证号码：	
Party B:	SUN Li	
ID No.:	 	
 	 	
丙方：	北京中网在线广告有限公司	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Party C:	Beijing CNET Online Advertising Co., Ltd.	
Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 
在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方18%的股权权益。
Whereas: Party B holds18% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

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1.	股权买卖	
Sale and Purchase of Equity Interest
 
 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。
Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.
 
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 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	
Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
 
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 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

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2.	承诺	
Covenants

 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;
 
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 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	
They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;
 
 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;
 
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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
 Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;
 
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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
 
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 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	
They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;
 
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 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;
 
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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.
 
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 	5.2	争议的解决方法	
Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
 
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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:
 
甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Rise King Century Technology Development (Beijing) Co.,  Ltd.	
地址：	北京市海淀区中关村大街11号8层826	
Address:  	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
收件人：	张之戈	
Attn:	ZHANG Zhige	
电话：	 	
Phone:	 	
传真：	 	
Facsimile:	 	
 	 	
乙方：	孙莉	
Party B:	SUN Li	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：	 	
Phone:	 	
电子邮件：	 	
E-mail:	 	
 
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丙方：	北京中网在线广告有限公司	
Party C:  	Beijing CNET Online Advertising Co., Ltd.	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Address:  	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
收件人：	程汉东	
Attn.:	CHENG Handong	
电话：	 	
Phone:	 	
传真：	 	
Facsimile:    	 	
 
 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
 
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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.
 
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 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
 
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 	10.6	继任者	
Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.
 
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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.
 
甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Zhige Zhang    	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职务：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	孙莉	
Party B:	SUN Li	
 	 	
签署：	 	
By:	/s/ Sun Li    	 	
 	 	
丙方：	北京中网在线广告有限公司	
Party C:	Beijing CNET Online Advertising Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng       	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	 	京扬世纪科技发展（北京）有限公司（下称“质权人”）	
地址：	 	北京市海淀区中关村大街11号8层826	
Party A:	 	Rise King Century Technology Development (Beijing) Co., Ltd. (hereinafter "Pledgee")	
Address:	 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 	 	 	
乙方：	 	程汉东（下称“出质人”）	
身份证号码：	 	  	
Party B:	 	CHENG Handong (hereinafter "Pledgor")	
ID No.:	 	 	

丙方：	 	北京中网在线广告有限公司	
地址：	 	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Party C:	 	Beijing CNET Online Advertising Co., Ltd.	
Address:	 	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方46%的股权。丙方是一家在中国北京注册成立的、从事代理、发布广告业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	
Pledgor is a citizen of China, and holds 46% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the advertising agency and release business. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

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2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

 	1.	定义	
Definitions

除非本合同另有规定，下列词语含义为：
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

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 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

 	2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

 	3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	

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The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

 	4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

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 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

 	5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

 	6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;

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 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	
comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	
To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

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 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

 	7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

 	8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

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 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

 	9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

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 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	
At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

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11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

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14.	通知	

 	Notices	

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:
 
甲方：	 	京扬世纪科技发展（北京）有限公司	
 	 	 	
Party A:	 	Rise King Century Technology Development (Beijing) Co.,   Ltd.	
地址：	 	北京市海淀区中关村大街11号8层826	
Address:	 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
收件人：	 	张之戈	
Attn:	 	ZHANG Zhige	
电话：	 	 	
Phone:	 	 	
传真：	 	 	
Facsimile:	 	 	
 	 	 	
乙方：	 	程汉东	
Party B:	 	CHENG Handong	
地址：	 	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Address:	 	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：	 	 	
Phone:	 	 	
电子邮件：	 	 	
E-mail:	 	 	

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丙方：	 	北京中网在线广告有限公司	
Party C:	 	Beijing CNET Online Advertising Co., Ltd.	
地址：	 	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Address:	 	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
收件人：	 	程汉东	
Attn.:	 	CHENG Handong	
电话：	 	 	
Phone:	 	 	
传真：	 	 	
Facsimile:	 	 	

任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.

甲方：	 	 京扬世纪科技发展（北京）有限公司	
Party A:	 	Ring King Century Technology (Beijing) Co., Ltd.	
 	 	 	
签字：	 	 	
By:	 	/s/ Zhige Zhang 	 	
姓名：	 	张之戈	
Name:	 	ZHANG Zhige	
职位：	 	法定代表人	
Title:	 	Legal Representative	

乙方：	 	程汉东	
Party B:	 	CHENG Handong	
 	 	 	
签署：	 	 	
By:	 	/s/ Handong Cheng   	 	

丙方：	 	北京中网在线广告有限公司	
Party C:	 	Beijing CNET Online Advertising Co., Ltd.	
 	 	 	
签字：	 	 	
By:	 	/s/ Handong Cheng   	 	
姓名：	 	程汉东	
Name:	 	CHENG Handong	
职务：	 	法定代表人	
Title:	 	Legal Representative	

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附件：
Attachments:

1.	北京中网在线广告有限公司股东名册；	
Shareholders' register of Beijing CNET Online Advertising Co., Ltd.;

2.	北京中网在线广告有限公司的出资证明书；	
The Capital Contribution Certificate for Beijing CNET Online Advertising Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.

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股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司（下称“质权人”）	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd. (hereinafter "Pledgee")	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	 刘宣付（下称“出质人”）	
身份证号码：
Party B:	LIU Xuanfu(hereinafter "Pledgor")	
ID No.:

丙方：	北京中网在线广告有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

Party C:	Beijing CNET Online Advertising Co., Ltd.	
Address:  Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方36%的股权。丙方是一家在中国北京注册成立的、从事代理、发布广告业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	
Pledgor is a citizen of China, and holds 36% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the advertising agency and release business. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;
 
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2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

 	1.	定义	
Definitions

除非本合同另有规定，下列词语含义为：
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.
 
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 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

 	2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.
 
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 	3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	
The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

 	4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.
 
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 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

 	5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

 	6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;
 
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 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	
comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	
To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.
 
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 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

 	7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

 	8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.
 
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 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

 	9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.
 
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 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	
At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

 	10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.
 
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 	11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

 	12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
 
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 	13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
 
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 	14.	通知	
Notices

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:

 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co.,   Ltd.	

 	地址：	 北京市海淀区中关村大街11号8层826	

 	Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人：	张之戈	

 	Attn:	ZHANG Zhige	
电话：
Phone:
传真：
Facsimile:

 	乙方：	刘宣付	

 	Party B:	LIU Xuanfu	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 
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电话：
Phone:
电子邮件：
E-mail:

 	丙方：	北京中网在线广告有限公司	

 	Party C:	  Beijing CNET Online Advertising Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	

 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.: 	CHENG Handong	
电话：
Phone:
传真：
Facsimile:

任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

 	15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
 
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 	16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

 	17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.
 
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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.
 
甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Ring King Century Technology (Beijing) Co., Ltd.	
 	 	
签字：	/s/ Zhige Zhang 	 	
By:	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职位：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	刘宣付	
Party B:	LIU Xuanfu	
 	 	
签署：	 	
By:	/s/ Xuanfu Liu 	 	
 	 	
丙方：	北京中网在线广告有限公司	
Party C:	Beijing CNET Online Advertising Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng  	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	
 
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附件：
Attachments:

1.	北京中网在线广告有限公司股东名册；	
Shareholders' register of Beijing CNET Online Advertising Co., Ltd.;

2.	北京中网在线广告有限公司的出资证明书；	
The Capital Contribution Certificate for Beijing CNET Online Advertising Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.
 
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股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司（下称“质权人”）	
地址：	北京市海淀区中关村大街11号8层826	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.
(hereinafter "Pledgee")	
Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 	 	
乙方：	孙莉（下称“出质人”）	
身份证号码：	
Party B:	SUN Li (hereinafter "Pledgor")	
ID No.:	 	

丙方：	北京中网在线广告有限公司	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
Party C:	Beijing CNET Online Advertising Co., Ltd.	
Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 
在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方18%的股权。丙方是一家在中国北京注册成立的、从事代理、发布广告业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	
Pledgor is a citizen of China, and holds 18% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the advertising agency and release business. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

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2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1.	定义	
Definitions

除非本合同另有规定，下列词语含义为：
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

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 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	

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The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

 
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 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;

 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	

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comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	
To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

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 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

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 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	

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At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

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11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

11

 

13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14.	通知	
Notices

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

12

 

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:

 	甲方：	京扬世纪科技发展（北京）有限公司	
 	Party A:	Rise King Century Technology Development (Beijing) Co.,   Ltd.	
 	地址：	北京市海淀区中关村大街11号8层826	
 	Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 	收件人：	张之戈	
 	Attn:	ZHANG Zhige	
 	电话：	 	
 	Phone:	 	
 	传真：	 	
 	Facsimile:	 	
 	 	 	
 	乙方：	孙莉	
 	Party B:	SUN Li	
 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 	电话：	 	
 	Phone:	 	
 	电子邮件：	 	
 	E-mail:	 	

13

 	丙方：	北京中网在线广告有限公司	
 	Party C:	Beijing CNET Online Advertising Co., Ltd.	
 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1002室	
 	Address:	Suite 1001-1002, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 	收件人：	程汉东	
 	Attn.:	CHENG Handong	
 	电话：	 	
 	Phone:	 	
 	传真：	 	
 	Facsimile:	 	
 
 	任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

14

 

16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

15

 

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Ring King Century Technology (Beijing) Co., Ltd.	
 	 	
签字：	  	
By:	/s/ Zhige Zhang 	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职位：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	孙莉	
Party B:	SUN Li	
 	 	
签署：	 	
By:	/s/ Sun Li 	 	
 	 	
丙方：	北京中网在线广告有限公司	
Party C:	Beijing CNET Online Advertising Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng 	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

16

 

附件：
Attachments:

1.	北京中网在线广告有限公司股东名册；	
Shareholders' register of Beijing CNET Online Advertising Co., Ltd.;

2.	北京中网在线广告有限公司的出资证明书；	
The Capital Contribution Certificate for Beijing CNET Online Advertising Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.

 
17

 

授权委托书
Power of Attorney

本人，程汉东，中国公民，身份证号码为[      ]，系拥有北京中网在线广告有限公司（“中网在线”）46%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, CHENG Handong, a Chinese citizen with Chinese Identification Card No.:[    ], and a holder of 46% of the entire registered capital in  Beijing CNET Online Advertising Co., Ltd. , ("CNET Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加中网在线的股东会；2）行使按照法律和中网在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命中网在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of CNET Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and CNET Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of CNET Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

 
WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为中网在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of CNET Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.
 
 	程汉东	
 	CHENG Handong	
 	 	
 	签署：	
 	By: /s/ Handong Cheng                               	
 	 	
 	2008年10月8日	
 	October 8, 2008	

见证人
Witness: _________________
 
姓名：[     ]
Name: [     ]

2008年10月8日
October 8, 2008
 
2

 

授权委托书
Power of Attorney

本人，刘宣付，中国公民，身份证号码为[      ]，系拥有北京中网在线广告有限公司（“中网在线”）36%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, LIU Xuanfu, a Chinese citizen with Chinese Identification Card No.:[    ], and a holder of 36% of the entire registered capital in  Beijing CNET Online Advertising Co., Ltd. , ("CNET Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加中网在线的股东会；2）行使按照法律和中网在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命中网在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of CNET Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and CNET Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of CNET Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

1

 
 
WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为中网在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of CNET Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 	刘宣付	
 	LIU Xuanfu	
 	 	
 	签署：	
 	By:	/s/ Xuanfu Liu 	
 	 	
 	2008年10月8日	
 	October 8, 2008	

见证人	
Witness:	 	 	
姓名：[     ]	
Name: [     ]	
 	
2008年10月8日	
October 8, 2008	

2

 

授权委托书
Power of Attorney

本人，孙莉，中国公民，身份证号码为[      ]，系拥有北京中网在线广告有限公司（“中网在线”）18%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, SUN Li, a Chinese citizen with Chinese Identification Card No.:[    ], and a holder of 18% of the entire registered capital in  Beijing CNET Online Advertising Co., Ltd. , ("CNET Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加中网在线的股东会；2）行使按照法律和中网在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命中网在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of CNET Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and CNET Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of CNET Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.
 
1

WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为中网在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of CNET Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

孙莉
SUN Li

签署：	
By:	/s/ Sun Li 	
 	 	
2008年10月8日
October 8, 2008 	

见证人

Witness:	 	

姓名：[     ]
Name: [     ]

2008年10月8日
October 8, 2008

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独家业务合作协议
Exclusive Business Cooperation Agreement

本独家业务合作协议（下称“本协议”）由以下双方于2008年10月8日在中华人民共和国（下称“中国”）北京市签署。
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”).

甲方：	京扬世纪科技发展（北京）有限公司	

地址： 	北京市海淀区中关村大街11号8层826	

Party A: 	Rise King Century Technology Development (Beijing) Co., Ltd.	

Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 
乙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party B: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
 
甲方和乙方以下各称为“一方”，统称为“双方”。
Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：
Whereas,

1.	甲方是一家在中国注册的外商独资企业，拥有提供技术和咨询服务的必要资源；	
Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;
 
2.	乙方是一家在中国注册的内资有限责任公司，经中国有关政府部门批准可以从事互联网信息服务（除新闻、出版、教育、医疗保健、药品、医疗器械和BBS以外的内容）业务（合称“主营业务”）；	
Party B is a limited liability company registered in China.  As approved by the relevant governmental authorities, Party B is engaging in the business of internet information service (excluding news, publication, education, medical and health care, pharmaceuticals, medical equipment and BBS services) (collectively, the “Principal Business”).
 
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3.	甲方同意利用其技术、人员和信息优势，在本协议期间向乙方提供有关主营业务的独家技术和业务支持和咨询服务，乙方同意接受甲方或其指定方按本协议条款的规定提供的咨询和各种服务。	

Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：
Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1.	服务提供	
Services Provided by Party A

 	1.1	按照本协议条款和条件，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的技术支持、业务支持和相关咨询服务，具体内容包括所有在乙方主营业务范围内由甲方不时决定必要的服务，包括但不限于以下内容：技术服务、业务咨询、资产设备租赁、市场咨询、系统集成、产品研发和系统维护。	
Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

 	1.2	乙方接受甲方的咨询和服务。乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定的服务或其他事宜，乙方不得直接或间接地从任何第三方获得任何与本协议相同或类似的咨询和/或服务，并不得与任何第三方就本协议所述事项建立任何类似的合作关系。双方同意，甲方可以指定其他方（该被指定方可以与乙方签署本协议第1.3条描述的某些协议）为乙方提供本协议约定的服务和/或支持。	

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Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.
 
 	1.3	服务的提供方式	
Service Providing Methodology

 	1.3.1	甲、乙双方同意在本协议有效期内，视情况而定，乙方可以与甲方或甲方指定的其他方进一步签订技术服务协议和咨询服务协议，对各项技术服务、咨询服务的具体内容、方式、人员、收费等进行约定。	
Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

 	1.3.2	为更好地履行本协议，甲乙双方同意，视情况而定，乙方在本协议有效期内将与甲方或甲方指定的其他方根据业务进展需要随时签署设备、资产的租用协议，由甲方或其指定方将有关的设备、资产提供给乙方使用。	
To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's or its designee’s relevant equipment or property based on the needs of the business of Party B.

2.	服务的价格和支付方式	
The Calculation and Payment of the Service Fees

双方同意，就本协议项下甲方向乙方提供的各项服务，乙方应将相当于其净收入100%的款项支付给甲方作为服务费（“服务费”），但经双方协商和甲方事先书面同意，服务费的金额可以根据甲方当月的服务内容和乙方的经营需要进行调整。服务费应当按月支付；乙方应于每月最后一天的30日内，(a) 向甲方提供乙方当月的管理报表和经营数据，包括乙方在当月的净收入额（“每月净收入”）；(b) 将每月净收入的100%或甲方同意的其他金额支付给甲方（“月付款”）。乙方应于每个财政年度末的90日内，(a) 向甲方提供乙方在本财政年度的经审计的财务报表，该财务报表应当经由甲方批准的独立注册会计师审计并认证；(b) 如果按照经审计的财务报表显示，本财政年度内乙方向甲方支付的月付款的总额有任何不足，乙方应向甲方支付差额。

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Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the net income of Party B, provided that upon mutual discussion between the Parties and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in that month and the operational needs of Party B.  The Service Fees shall be due and payable on a monthly basis;  within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”).  Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

3.	知识产权和保密条款	
Intellectual Property Rights and Confidentiality Clauses

 	3.1	在中国法律允许的范围内，甲方对履行本协议而产生或创造的任何权利、所有权、权益和所有知识产权包括但不限于著作权、专利权、专利申请权、软件、技术秘密、商业机密及其他均享有独占的和排他的权利和利益。乙方须签署所有适当的文件，采取所有适当的行动，递交所有的文件和/或申请，提供所有适当的协助，以及做出所有其他依据甲方的自行决定认为是必要的行为，以将任何对该等知识产权的所有权、权利和权益赋予甲方，和/或完善对甲方此等知识产权权利的保护。	
To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

 
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 	3.2	双方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。	
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
 
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 	3.3	双方同意，不论本协议是否变更、解除或终止，本条款将持续有效。	
The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

4.	陈述和保证	
Representations and Warranties

 	4.1	甲方陈述和保证如下：	
Party A hereby represents and warrants as follows:

 	4.1.1	甲方是按照中国法律合法注册并有效存续的外商独资企业。	
Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.

 	4.1.2	甲方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署和履行本协议；甲方对本协议的签署和履行并不违反法律法规的明确规定。	
Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement.  Party A’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

 	4.1.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。	
This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

 	4.2	乙方陈述和保证如下：	
Party B hereby represents and warrants as follows:

 	4.2.1	乙方是按照中国法律合法注册且有效存续的公司，乙方获得从事主营业务所需的政府许可、牌照。	
Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner;

 
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 	4.2.2	乙方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署和履行本协议；乙方对本协议的签署和履行并不违反法律法规的明确规定。	
Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement.  Party B’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

 	4.2.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。	
This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.

5.	生效和有效期	
Effectiveness and Term

 	5.1	本协议于文首标明的协议日期签署并同时生效。除非依本协议或双方其他协议的约定而提前终止，本协议有效期为10年，但甲、乙双方应自本协议签署后，每3个月对本协议的内容做一次审查，以决定是否需要根据当时的情况对本协议作出相应修改和补充。	
This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. After the execution of this Agreement, both Parties shall review this Agreement every 3 months to determine whether to amend or supplement the provisions in this Agreement based on the actual circumstances at that time.

 	5.2	协议期满前，经甲方书面确认，本协议可以延期。延期的期限由甲方决定，乙方必须无条件地同意该延期。	
The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.

 
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6.	终止	
Termination

 	6.1	除非依据本协议续期，本协议于到期之日终止。	
Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

 	6.2	本协议有效期内，除非甲方对乙方有重大过失或存在欺诈行为，乙方不得提前终止本协议。尽管如此，甲方可在任何时候通过提前30天向乙方发出书面通知的方式终止本协议。	
During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.

 	6.3	在本协议终止之后，双方在第3、7和8条项下的权利和义务将继续有效。	
The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

7.	适用法律和争议解决	
Governing Law and Resolution of Disputes

 	7.1	本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国的法律。	
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

 	7.2	因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。	
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

 
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 	7.3	因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。	
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

8.	补偿	
Indemnification

就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。
Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

9.	通知	
Notices

 	9.1	本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

 
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 	9.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	9.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	9.2	为通知的目的，双方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:
 
 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

 	地址： 	北京市海淀区中关村大街11号8层826	

 	Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人：	张之戈	

 	Attn:	ZHANG Zhige	

 	电话：	 	

 	Phone:	 	

 	传真：	 	
Facsimile:
 
 	乙方：	商机在线（北京）网络技术有限公司	

 	Party B:	Business Opportunity Online (Beijing) Network Technology Co., Ltd	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.:	CHENG Handong	

 	电话：	

 	Phone:	

 	传真：	
Facsimile:

 
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 	9.3	任何一方可按本条规定随时给另一方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10.	协议的转让	
Assignment

 	10.1	乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方的书面同意。	
Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

 	10.2	乙方在此同意，甲方可以在其需要时向其他第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙方发出书面通知，并且无需再就该等转让征得乙方的同意。	
Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

11.	协议的分割性	
Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

 
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12.	协议的修改、补充	
Amendments and Supplements

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。
Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

13.	语言和副本	
Language and Counterparts

本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

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           有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

签字：	 	
By:	/s/ Zhige Zhang 	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职务：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	商机在线（北京）网络技术有限公司	
Party B:	Business Opportunity Online (Beijing) Network Technology Co., Ltd	
 	 	
签字：	 	
By:	/s/ Handong Cheng 	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

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独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):
 
甲方：	京扬世纪科技发展（北京）有限公司	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	程汉东	
身份证号码：
Party B: 	CHENG Handong	
ID No.:

丙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party C: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address: 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方46%的股权权益。
Whereas: Party B holds 46% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.	股权买卖	
Sale and Purchase of Equity Interest

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 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。

2

 

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	

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Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

2.	承诺	
Covenants

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 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	

5

 

They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

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 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	

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They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

 	5.2	争议的解决方法	
Methods of Resolution of Disputes

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因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:

 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co.,  Ltd.	

 	地址：	北京市海淀区中关村大街11号8层826	

 	Address: 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人： 	张之戈	

 	Attn: 	ZHANG Zhige	
电话：
Phone:
传真：
Facsimile:

 	乙方：	程汉东	

 	Party B:	CHENG Handong	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address:	Suite 1001-1003, Shuangqiao Plaza, No.68, Beisihuan Xilu, Haidian District, Beijing	
电话：
Phone:
电子邮件：
E-mail:

 	丙方：	商机在线（北京）网络技术有限公司	

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 	PartyC: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address: 	 Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.: 	CHENG Handong	
电话：
Phone:
传真：
Facsimile:

 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

 	各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。	

 	The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.	

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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

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 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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 	10.6	继任者	
Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	

签字：
By:                  /s/ Zhige Zhang                    
姓名：	张之戈	

Name:	ZHANG Zhige	

职务：	法定代表人	

Title:	Legal Representative	

乙方：	程汉东	

Party B:	CHENG Handong	

签署：
By:                  /s/ Handong Cheng               

丙方：	商机在线（北京）网络技术有限公司	

Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

签字：
By:                  /s/ Handong Cheng              
姓名：	 程汉东	

Name: 	CHENG Handong	

职务：	法定代表人	

Title: 	Legal Representative	

 

独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司	

地址： 	北京市海淀区中关村大街11号8层826	

Party A: 	Rise King Century Technology Development (Beijing) Co., Ltd.	
Address:        826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing

乙方：	刘宣付	
身份证号码：
Party B:	LIU Xuanfu	
ID No.:  

丙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party C: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address: 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方36%的股权权益。
Whereas: Party B holds 36% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.	股权买卖	
Sale and Purchase of Equity Interest

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 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。

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Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	
Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

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2.	承诺	
Covenants

 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

 
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 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	
They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

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 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

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 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	
They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

 
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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

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 	5.2	争议的解决方法	
Methods of Resolution of Disputes
因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:
甲方：    京扬世纪科技发展（北京）有限公司
Party A:  Rise King Century Technology Development (Beijing) Co.,  Ltd.
地址：    北京市海淀区中关村大街11号8层826
Address:   826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing
收件人：张之戈
Attn:        ZHANG Zhige
电话：
Phone:
传真：
Facsimile:

 	乙方：	刘宣付	

 	Party B:	LIU Xuanfu	
地址：      北京市海淀区北四环西路68号双桥大厦1001-1003室
Address:   Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing
电话：
Phone:
电子邮件：
E-mail:

丙方：     商机在线（北京）网络技术有限公司

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Party C:    Business Opportunity Online (Beijing) Network Technology Co., Ltd.
地址：      北京市海淀区北四环西路68号双桥大厦1001-1003室
Address:   Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing
收件人： 程汉东
Attn.:         CHENG Handong
电话：
Phone:
传真：
Facsimile:

 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

 	各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。	

 	The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.	

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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

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 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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 	10.6	继任者	
 Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

 
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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.
 
甲方：    京扬世纪科技发展（北京）有限公司
Party A:  Rise King Century Technology Development (Beijing) Co., Ltd.

签字：

By:	/s/ Zhige Zhang 	
姓名：	张之戈	
Name:      	ZHANG Zhige	
职务：	法定代表人	
Title:	Legal Representative	

乙方：    刘宣付
Party B:  LIU Xuanfu

签署：

By:           	/s/ Xuanfu Liu 	

丙方：     商机在线（北京）网络技术有限公司
Party C:   Business Opportunity Online (Beijing) Network Technology Co., Ltd.

签字：

By:	/s/ Handong Cheng 	
姓名：	程汉东	
Name:      	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

 

独家购买权合同
Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the 8th day of October, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司	
地址：	北京市海淀区中关村大街11号8层826	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	
Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	孙莉	
身份证号码：	
Party B:	SUN Li	
ID No.:	 	
 	 	
丙方：	商机在线（北京）网络技术有限公司	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	
Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方18%的股权权益。
Whereas: Party B holds18% of the equity interest in Party C.

现各方协商一致，达成如下协议：
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

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1.	股权买卖	
Sale and Purchase of Equity Interest
 
 	1.1	授予权利	
Option Granted

鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地同意，在中国法律允许的前提下，甲方可以按照自行决定的行使步骤，并按照本合同第1.3条所述的价格，要求乙方履行和完成中国法律要求的一切审批和登记手续，使得甲方可以随时一次或多次从乙方购买，或指定一人或多人(“被指定人”)从乙方购买，乙方所持有的丙方的全部或部分股权 (“股权购买权”)。甲方的该股权购买权为独家的。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。
In consideration of the payment of RMB 10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a "Designee") to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

 	1.2	行使步骤	
Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知(“股权购买通知”)，股权购买通知应载明以下事项：(a)甲方关于行使股权购买权的决定；(b)甲方拟从乙方购买的股权份额(“被购买股权”) ；和(c) 被购买股权的购买日/转让日。
Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.
 
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 	1.3	股权买价	
Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币10元。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。
The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10.  If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

 	1.4	转让被购买股权	
Transfer of Optioned Interests

甲方每次行使股权购买权时：
For each exercise of the Equity Interest Purchase Option:

 	1.4.1	乙方应责成丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和/或被指定人转让被购买股权的决议；	
Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

 	1.4.2	乙方应就其向甲方和/或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面声明。	
Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

 	1.4.3	乙方应与甲方和/或 (在适用的情况下)被指定人按照本合同及股权购买通知的规定，为每次转让签订股权转让合同；	
Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;
 
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 	1.4.4	有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和/或被指定人并使甲方和/或被指定人成为被购买股权的登记在册所有人。为本款及本合同的目的，“担保权益”包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本合同、乙方股权质押合同项下产生的任何担保权益。本款及本合同所规定的“乙方股权质押合同”指甲方、乙方和丙方于本合同签署之日签订的股权质押合同（下称“股权质押合同”），根据股权质押合同，乙方为担保丙方能履行丙方与甲方签订的独家业务合作协议项下的义务，而向甲方质押其在丙方的全部乙方股权。	
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Equity Pledge Agreement. "Party B's Equity Pledge Agreement" as used in this Section and this Agreement shall refer to the Equity Pledge Agreement ("Equity Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

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2.	承诺	
Covenants

 	2.1	有关丙方的承诺	
Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

 	2.1.1	未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件，增加或减少其注册资本，或以其他方式改变其注册资本结构；	
Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

 	2.1.2	按照良好的财务和商业标准及惯例，保持其公司的存续，审慎地及有效地经营其业务和处理事务；	
They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

 	2.1.3	未经甲方的事先书面同意，不在本合同签署之日起的任何时间出售、转让、抵押或以其他方式处置丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何其他担保权益；	
Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

 	2.1.4	未经甲方的事先书面同意，不发生、继承、保证或容许存在任何债务，但(i)正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；	
Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;
 
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 	2.1.5	一直在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为/不作为；	
They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;
 
 	2.1.6	未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过程中签订的合同除外(就本段而言，如果一份合同的总金额超过人民币500,000元，即被视为重大合同)；	
Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

 	2.1.7	未经甲方的事先书面同意，丙方不得向任何人提供贷款或信贷；	
Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

 	2.1.8	应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；	
They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

 	2.1.9	如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；	
If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

 	2.1.10	未经甲方的事先书面同意，丙方不得与任何人合并或联合，或对任何人进行收购或投资；	
Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

 	2.1.11	将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方；	
They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;
 
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 	2.1.12	为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

 	2.1.13	未经甲方事先书面同意，不得以任何形式派发股息予各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及	
Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

 	2.1.14	根据甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事。	
At the request of Party A, they shall appoint any persons designated by Party A as executive director or directors of Party C.

 	2.2	乙方的承诺	
 Covenants of Party B

乙方承诺：
Party B hereby covenants as follows:

 	2.2.1	未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押合同在该股权上设置的质押则除外；	
Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;
 
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 	2.2.2	促使丙方股东会和/或执行董事不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押合同在乙方股权上设置的质押则除外；	
Party B shall cause the shareholders' meeting and/or the executive director of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Equity Pledge Agreement;

 	2.2.3	未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或执行董事不予批准；	
Party B shall cause the shareholders' meeting or the executive director of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

 	2.2.4	将发生的或可能发生的任何关于其所拥有的股权的诉讼、仲裁或行政程序立即通知甲方；	
Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

 	2.2.5	促使丙方股东会或执行董事表决赞成本合同规定的被购买股权的转让并应甲方之要求采取其他任何行动；	
Party B shall cause the shareholders' meeting or the executive director of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

 	2.2.6	为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩；	
To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
 
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 	2.2.7	应甲方的要求，委任由其指定的任何人士出任丙方的执行董事或董事；	
Party B shall appoint any designee of Party A as executive director or director of Party C, at the request of Party A;

 	2.2.8	经甲方随时要求，应向其指定的代表在任何时间无条件地根据本合同的股权购买权立即转让其股权，并放弃其对另一现有股东进行其相应股权转让所享有的优先购买权（如有的话）；和	
At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

 	2.2.9	严格遵守本合同及乙方、丙方与甲方共同或分别签订的其他合同的各项规定，切实履行该等合同项下的各项义务，并不进行任何足以影响该等合同的有效性和可执行性的作为/不作为。	
Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof.

3.	陈述和保证	
Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

 	3.1	其具有签订和交付本合同和其为一方的、根据本合同为每一次转让被购买股权而签订的任何股权转让合同(各称为“转让合同”)，并履行其在本合同和任何转让合同项下的义务的权力和能力。乙方和丙方同意在甲方行使购买权时，他们将签署与本合同条款一致的转让合同。本合同和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；	
They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;
 
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 	3.2	无论是本合同或任何转让合同的签署和交付还是其在本合同或任何转让合同项下的义务的履行均不会：(i)导致违反任何有关的中国法律；(ii)与丙方章程或其他组织文件相抵触；(iii)导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；(iv)导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；	
The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

 	3.3	乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押合同外，乙方在上述股权上没有设置任何担保权益；	
Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Equity Pledge Agreement, Party B has not placed any security interest on such equity interests;

 	3.4	丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产上没有设置任何担保权益；	
Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;
 
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 	3.5	丙方没有任何未偿还债务，除(i)在其正常的业务过程中发生的债务，及(ii)已向甲方披露及经甲方书面同意债务除外；	
Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

 	3.6	丙方遵守适用于股权、资产的收购的所有法律和法规；和	
Party C has complied with all laws and regulations of China applicable to equity or asset acquisitions; and

 	3.7	目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。	
There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4.	生效日	
Effective Date

本合同于各方签署本合同之日生效，有效期10年，经甲方选择可再延长。
This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

5.	适用法律与争议解决	
Governing Law and Resolution of Disputes

 	5.1	适用法律	
Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.
 
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 	5.2	争议的解决方法	
Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.	税款、费用	
Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7.	通知	
Notices

 	7.1	本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：	
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
 
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 	7.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。	
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

 	7.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。	
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

 	7.2	为通知的目的，各方地址如下：	
For the purpose of notices, the addresses of the Parties are as follows:

 	甲方：	京扬世纪科技发展（北京）有限公司	

 	Party A:	Rise King Century Technology Development (Beijing) Co.,  Ltd.	

 	地址：	 北京市海淀区中关村大街11号8层826	

 	Address: 	 826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

 	收件人：	张之戈	

 	Attn:	ZHANG Zhige	
电话：
Phone:
传真：
Facsimile:

 	乙方：	孙莉	

 	Party B:	SUN Li	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：
Phone:
电子邮件：
E-mail:
 
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 	丙方：	 商机在线（北京）网络技术有限公司	

 	Party C: 	 Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address: 	 Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.: 	CHENG Handong	
电话：
Phone:
传真：
Facsimile:

 	7.3	任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。	
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
 
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9.	进一步保证	
Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.	其他	
Miscellaneous

 	10.1	修订、修改与补充	
Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

 	10.2	完整合同	
Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.
 
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 	10.3	标题	
Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

 	10.4	语言	
Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese   version shall prevail.

 	10.5	可分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
 
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 	10.6	继任者	
Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

 	10.8	继续有效	
Survival

 	10.8.1	合同期满或提前终止前因本合同而发生的或到期的任何义务在本合同期满或提前终止后继续有效。	
Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

 	10.8.2	本合同第5、7、8条和本第10.8条的规定在本合同终止后继续有效。	
The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

 	10.9	弃权	
Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.
 
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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.
 
甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Zhige Zhang 	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职务：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	孙莉	
Party B:	SUN Li	
 	 	
签署：	 	
By:	/s/ Sun Li   	 	
 	 	
丙方：	商机在线（北京）网络技术有限公司	
Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng 	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

 

股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司（下称“质权人”）	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd. (hereinafter "Pledgee")	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	程汉东（下称“出质人”）	
身份证号码：
Party B:	CHENG Handong (hereinafter "Pledgor")	
ID No.:

丙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party C: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address: 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方46%的股权。丙方是一家在中国北京注册成立的、从事互联网信息服务（除新闻、出版、教育、医疗保健、药品、医疗器械和BBS以外的内容）业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	
Pledgor is a citizen of China, and holds 46% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the business of internet information service (excluding news, publication, education, medical and health care, pharmaceuticals, medical equipment and BBS service). Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;
 
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2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1.	定义	
Definitions

除非本合同另有规定，下列词语含义为：
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.
 
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 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.
 
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3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	
The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.
 
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 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;
 
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 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	
comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.
 
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 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	
To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.
 
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 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.
 
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 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	
At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.
 
 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.
 
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11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
 
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13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
 
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14.	通知	
Notices

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:

甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Rise King Century Technology Development (Beijing) Co., Ltd.	
地址：	北京市海淀区中关村大街11号8层826	
Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
收件人：	张之戈	
Attn:	ZHANG Zhige	
电话：	 	
Phone:	 	
传真：	 	
Facsimile:	 	
 	 	
乙方：	程汉东	
Party B:	CHENG Handong	
 
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地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	
Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：	 	
Phone:	 	
电子邮件：	 	
E-mail:	 	
 	 	
丙方：	商机在线（北京）网络技术有限公司	
Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	
Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
收件人：	程汉东	
Attn.:	CHENG Handong	
电话：	 	
Phone:	 	
传真：	 	
Facsimile:	 	
 
任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
 
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16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.

甲方：	京扬世纪科技发展（北京）有限公司	
Party A:	Ring King Century Technology (Beijing) Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Zhige Zhang 	 	
姓名：	张之戈	
Name:	ZHANG Zhige	
职位：	法定代表人	
Title:	Legal Representative	
 	 	
乙方：	程汉东	
Party B:	CHENG Handong	
 	 	
签署：	 	
By:	/s/ Handong Cheng 	 	

丙方：	商机在线（北京）网络技术有限公司	
Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
 	 	
签字：	 	
By:	/s/ Handong Cheng 	 	
姓名：	程汉东	
Name:	CHENG Handong	
职务：	法定代表人	
Title:	Legal Representative	

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附件：
Attachments:

1.	商机在线（北京）网络技术有限公司股东名册；	
Shareholders' register of Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

2.	商机在线（北京）网络技术有限公司的出资证明书；	
The Capital Contribution Certificate for Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.

 
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股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司（下称“质权人”）	

地址：	北京市海淀区中关村大街11号8层826	

Party A:  	Rise King Century Technology Development (Beijing) Co., Ltd. (hereinafter "Pledgee")	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	 刘宣付（下称“出质人”）	
身份证号码：
Party B: 	LIU Xuanfu (hereinafter "Pledgor")	
ID No.:
 
丙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party C: 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address: 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方36%的股权。丙方是一家在中国北京注册成立的、从事互联网信息服务（除新闻、出版、教育、医疗保健、药品、医疗器械和BBS以外的内容）业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	
Pledgor is a citizen of China, and holds 36% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the business of internet information services (excluding news, publication, education, medical and health care, pharmaceuticals, medical equipment and BBS services),. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

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2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1.	定义	
Definitions

除非本合同另有规定，下列词语含义为：
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

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 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.

3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	

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The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

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 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;

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 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	
comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	
To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

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 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

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 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

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 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	
At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。

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Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

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14.	通知	

 	Notices	

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:
 
 	甲方： 	京扬世纪科技发展（北京）有限公司 	
 	Party A:	Rise King Century Technology Development (Beijing) Co.,   Ltd.	
 	地址： 	北京市海淀区中关村大街11号8层826	

 	Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
 	收件人： 	张之戈 	
 	Attn: 	ZHANG Zhige 	
电话：
Phone:
传真：
Facsimile:

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 	乙方：	刘宣付	

 	Party B:	LIU Xuanfu	

 	地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：
Phone:
电子邮件：
E-mail:
 
 	丙方：	商机在线（北京）网络技术有限公司	

 	PartyC:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

 	地址： 	北京市海淀区北四环西路68号双桥大厦1001-1003室	

 	Address:	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

 	收件人：	程汉东	

 	Attn.: 	CHENG Handong	
电话：
Phone:
传真：
Facsimile:

任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

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有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.
 
甲方：	京扬世纪科技发展（北京）有限公司	

Party A:  	Ring King Century Technology (Beijing) Co., Ltd.	

签字： 	 	

By:	/s/ Zhige Zhang 	 	

姓名：	张之戈	

Name:	ZHANG Zhige	

职位：	法定代表人	

Title:	Legal Representative	
 
乙方：	刘宣付	

Party B:	LIU Xuanfu	

签署：
By:	/s/ Xuanfu Liu 	 	

丙方：	商机在线（北京）网络技术有限公司	

Party C:  	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

签字：
By:	/s/ Handong Cheng 	 	

姓名： 	程汉东	

Name: 	CHENG Handong	

职务：	法定代表人	

Title: 	Legal Representative	

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附件：
Attachments:

1.	商机在线（北京）网络技术有限公司股东名册；	
Shareholders' register of Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

2.	商机在线（北京）网络技术有限公司的出资证明书；	
The Capital Contribution Certificate for Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.

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股权质押合同
Equity Interest Pledge Agreement

本股权质押合同 (下称“本合同”)由下列各方于2008年10月8日在中华人民共和国（下称“中国”）北京签订：
This Equity Interest Pledge Agreement (this "Agreement") has been executed by and among the following parties on October 8, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):

甲方：	京扬世纪科技发展（北京）有限公司（下称“质权人”）	

地址：	北京市海淀区中关村大街11号8层826	

Party A:	Rise King Century Technology Development (Beijing) Co., Ltd. (hereinafter "Pledgee")	

Address:	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	

乙方：	 孙莉（下称“出质人”）	
身份证号码：
Party B: 	SUN Li (hereinafter "Pledgor")	
ID No.:

丙方：	商机在线（北京）网络技术有限公司	

地址：	北京市海淀区北四环西路68号双桥大厦1001-1003室	

Party C:	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	

Address:  	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	

在本合同中，质权人、出质人和丙方以下各称“一方”，合称“各方”。
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：
Whereas:

1.	出质人是中国公民，其拥有丙方18%的股权。丙方是一家在中国北京注册成立的、从事互联网信息服务（除新闻、出版、教育、医疗保健、药品、医疗器械和BBS以外的内容） 业务的有限责任公司。丙方有意在此确认出质人和质权人在本合同下的权利和义务并提供必要的协助登记该质权；	

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Pledgor is a citizen of China, and holds 18% of the equity interest in Party C. Party C is a limited liability company registered in Beijing, China, engaging in the business of internet information services (excluding news, publication, education, medical and health care, pharmaceuticals, medical equipment and BBS services). Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;

2.	质权人是一家在中国注册的外商独资企业。质权人与出质人所部分拥有的丙方于北京签订了独家业务合作协议；	
Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement in Beijing;

3.	为了保证丙方履行独家业务合作协议项下的义务，按照约定向质权人支付咨询和服务费等到期款项，出质人以其在丙方中拥有的全部股权向质权人就业务合作协议项下丙方的付款义务做出质押担保。	
To ensure that Party C fully performs its obligations under the Exclusive Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for payment of the consulting and service fees by Party C under the Business Cooperation Agreement.

为了履行业务合作协议的条款，各方商定按照以下条款签订本合同。
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.

1.	定义	
Definitions

 	除非本合同另有规定，下列词语含义为：	
Unless otherwise provided herein, the terms below shall have the following meanings:

 	1.1	质权：指出质人根据本合同第2条给予质权人的担保物权，即指质权人所享有的，以出质人质押给质权人的股权折价或拍卖、变卖该股权的价款优先受偿的权利。	
Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

 	1.2	股权：指出质人现在和将来合法持有的其在丙方的全部股权权益。	
Equity Interest: shall refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C.

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 	1.3	质押期限：指本合同第3条规定的期间。	
Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.

 	1.4	业务合作协议：指丙方与质权人于2008年10月8日签订的独家业务合作协议。	
Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on October 8, 2008.

 	1.5	违约事件：指本合同第7条所列任何情况。	
Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

 	1.6	违约通知：指质权人根据本合同发出的宣布违约事件的通知。	
Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2.	质权	
The Pledge

作为丙方按时和全额支付业务合作协议项下质权人应得的任何或全部的款项，包括但不限于业务合作协议中规定的咨询和服务费的担保（无论该等费用的到期应付是由于到期日的到来、提前收款的要求或其它原因），出质人特此将其现有或将拥有的丙方的全部股权权益质押给质权人。
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by Party C, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first security interest in all of Pledgor's right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.
 
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3.	质押期限	
Term of Pledge

 	3.1	本质权自本合同项下的股权出质在相应的工商行政管理机关登记之日起生效，质权有效期持续到业务合作协议下所有丙方欠付质权人的款项结清为止。出质人和丙方应（一）自本合同签署之日起3个工作日内，将本合同的质权登记在丙方股东名册上，并（二）在本合同签署后尽快向相应的工商行政管理机关申请登记本合同项下的质权。各方共同确认，为办理股权质押工商登记手续，各方及丙方其他股东将按照丙方所在地工商行政管理部门的要求的形式签署一份真实反映本合同项下质权信息的股权质押合同（以下简称“工商登记质押合同”），工商登记质押合同中未约定事项，仍以本合同约定为准。出质人和丙方应当按照中国法律法规和有关工商行政管理机关的各项要求，提交所有必要的文件并办理所有必要手续，保证质权在递交申请后尽快获得登记。	
The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders' register of Party C within 3 business days following the execution of this Agreement, and (2) shall submit application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein as soon as possible following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).  For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing.

 	3.2	质押期限内，如丙方未按业务合作协议交付咨询服务费等费用，质权人有权但无义务按本合同的规定处分质权。	
During the Term of Pledge, in the event Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.

4.	质权凭证的保管	
Custody of Records for Equity Interest subject to Pledge

 	4.1	在本合同规定的质押期限内，出质人应将其在丙方的股权出资证明书及记载质权的股东名册交付质权人保管。出质人应在本合同签订之日起一周内将上述股权出资证明书及股东名册交付给质权人。质权人将在本合同规定的全部质押期间一直保管这些项目。	

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During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee's custody the capital contribution certificate for the Equity Interest and the shareholders' register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

 	4.2	在质押期限内，质权人有权收取股权所产生的红利。	
Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5.	出质人的声明和保证	
Representations and Warranties of Pledgor

 	5.1	出质人是股权唯一的合法所有人。	
Pledgor is the sole legal and beneficial owner of the Equity Interest.

 	5.2	质权人有权以本合同规定的方式处分并转让股权。	
Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement.

 	5.3	除本质权之外，出质人未在股权上设置任何其他质押权利或其他担保权益。	
Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

6.	出质人的承诺和确认	
Covenants and Further Agreements of Pledgor

 	6.1	在本合同存续期间，出质人向质权人承诺，出质人将：	
Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

 	6.1.1	除履行由出质人与质权人的母公司、丙方于2008年10月8日签订的《独家购买权合同》外，未经质权人事先书面同意，不得转让股权，不得在股权上设立或允许存在任何担保或其他债务负担；	
not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor,   the shareholder of the Pledgee and Party C on October 8, 2008;

 
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 	6.1.2	遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，于五日内向质权人出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权人的合理要求或经质权人同意就上述事宜提出反对意见和陈述；	
comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee's reasonable request or upon consent of Pledgee;

 	6.1.3	将任何可能导致对出质人股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质人在本合同中的任何保证、义务或对出质人履行其在本合同中义务可能产生影响的任何事件或收到的通知及时通知质权人。	
promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee's rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

 	6.2	出质人同意，质权人按本合同条款取得的对质权享有的权利，不应受到出质人或出质人的继承人或出质人之委托人或任何其他人通过法律程序的中断或妨害。	
Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

 	6.3	出质人向质权人保证，为保护或完善本合同对偿付业务合作协议项下咨询服务费等费用的担保，出质人将诚实签署、并促使其他与质权有利害关系的当事人签署质权人所要求的所有的权利证书、契约和/或履行并促使其他有利害关系的当事人履行质权人所要求的行为，并为本合同赋予质权人之权利、授权的行使提供便利，与质权人或其指定的人(自然人/法人)签署所有的有关股权所有权的文件，并在合理期间内向质权人提供其认为需要的所有的有关质权的通知、命令及决定。	

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To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons).  Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.

 	6.4	出质人向质权人保证，出质人将遵守、履行本合同项下所有的保证、承诺、协议、陈述及条件。如出质人不履行或不完全履行其保证、承诺、协议、陈述及条件，出质人应赔偿质权人由此遭受的一切损失。	
Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7.	违约事件	
Event of Breach

 	7.1	下列事项均被视为违约事件：	
The following circumstances shall be deemed Event of Default:

 	7.1.1	丙方未能按期、完整履行任何业务合作协议项下责任，包括但不限于丙方未能按期足额支付业务合作协议项下的应付的咨询服务费等费用或有违反该协议其他义务的行为；	
Party C fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of Party C thereunder;

 	7.1.2	出质人或丙方实质违反本合同的任何条款；	
Pledgor or Party C has committed a material breach of any provisions of this Agreement;

 	7.1.3	除本合同第6.1.1条的约定外，出质人舍弃出质的股权或未获得质权人书面同意而擅自转让或意图转让出质的股权；和	
Except as expressly stipulated in Section 6.1.1, Pledgor transfers or purports to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and

 
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 	7.1.4	丙方的继承人或代管人只能履行部分或拒绝履行业务合作协议项下的支付责任。	
The successor or custodian of Party C is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.

 	7.2	如知道或发现本第7.1条所述的任何事项或可能导致上述事项的事件已经发生，出质人应立即以书面形式通知质权人。	
Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

 	7.3	除非第7.1部分下的违约事件在质押权人向质押人发出要求其修补此违约行为通知后的二十（20）天之内已经按质押权人要求获得救济，质押权人在其后的任何时间，可向质押人发出书面违约通知，要求依据第8部分履行其处理股权的权利。	
Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee's satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8.	质权的行使	
Exercise of Pledge

 	8.1	在业务合作协议所述的咨询服务费等费用未全部偿还前，未经质权人书面同意，出质人不得转让本质权和其拥有的丙方股权。	
Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee's written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

 	8.2	在质押权人行使其质押权利时，质押权人可以向质押人发出书面违约通知。	
Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

 
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 	8.3	受限于第7.3条的规定，质权人可在按第7.2条发出违约通知之后的任何时间里对质权行使处分的权利。质权人决定行使处分质权的权利时，出质人即不再拥有任何与股权有关的权利和利益。	
Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

 	8.4	在违约时，根据中国有关法律的规定，质权人有权按照法定程序处置质押股权。仅在中国法律允许的范围内，对于处置的所得，质权人无需给付出质人；出质人特此放弃其可能有的能向质权人要求任何质押股权处置所得的权利；同样，出质人对质权人在该质押股权处置后的亏空也不承担任何义务。	
In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable PRC laws. Only to the extent permitted under applicable PRC laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.

 	8.5	质权人依照本合同处分质权时，出质人和丙方应予以必要的协助，以使质权人实现其质权。	
When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

 	9.	转让	
Assignment

 	9.1	除非经质权人事先同意，出质人无权赠予或转让其在本合同项下的权利义务。	
Without Pledgee's prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

 	9.2	本合同对出质人及其继任人和经许可的受让人均有约束力，并且对质权人及每一继任人和受让人有效。	
This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

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 	9.3	质权人可以在任何时候将其在业务合作协议项下的所有或任何权利和义务转让给其指定的人（自然人/法人），在这种情况下，受让人应享有和承担本合同项下质权人享有和承担的权利和义务，如同其作为原合同方应享有和承担的一样。质权人转让业务合作协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。	
At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee's request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

 	9.4	因转让所导致的质权人变更后，应质权人要求，出质人应与新的质权人签订一份内容与本合同一致的新质押合同，并在相应的工商行政管理机关进行登记。	
In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC.

 	9.5	出质人应严格遵守本合同和各方单独或共同签署的其他有关合同的规定，包括独家购买权合同和对质权人的授权委托书，履行各合同项下的义务，并不进行任何足以影响合同的有效性和可强制执行性的作为/不作为。除非根据质权人的书面指示，出质人不得行使其对质押股权还留存的权利。	
Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10.	终止	
Termination

在业务合作协议项下的咨询服务费等费用偿还完毕，并且丙方不再承担业务合作协议项下的任何义务之后，本合同终止，并且在尽早合理可行的时间内，质权人应取消或解除本合同。

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Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of Party C's obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11.	手续费及其他费用	
Handling Fees and Other Expenses

一切与本合同有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C.

12.	保密责任	
Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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13.	适用法律和争议的解决	
Governing Law and Resolution of Disputes

本合同的订立、效力、解释、履行、修改和终止以及争议的解决均适用中国法律。
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在北京进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

因解释和履行本合同而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本合同各方仍应继续行使各自在本合同项下的其他权利并履行各自在本合同项下的其他义务。
Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

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14.	通知	

 	Notices	

本合同项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在发送或拒收之日为有效送达日。
Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

为通知的目的，各方地址如下：
For the purpose of notices, the addresses of the Parties are as follows:
甲方：	 	京扬世纪科技发展（北京）有限公司	
Party A:	 	Rise King Century Technology Development (Beijing) Co., Ltd.	
地址：	 	北京市海淀区中关村大街11号8层826	
Address:	 	826, Floor 8, No.11 Zhongguancun Da Jie, Haidian District, Beijing	
收件人：	 	张之戈	
Attn:	 	ZHANG Zhige	
电话：	 	 	
Phone:	 	 	
传真：	 	 	
Facsimile:	 	 	
 	 	 	
乙方：	 	孙莉	
Party B:	 	SUN Li	
地址：	 	北京市海淀区北四环西路68号双桥大厦1001-1003室	

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Address:	 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
电话：	 	 	
Phone:	 	 	
电子邮件：	 	 	
E-mail:	 	 	
 	 	 	
丙方：	 	商机在线（北京）网络技术有限公司	
Party C:	 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
地址：	 	北京市海淀区北四环西路68号双桥大厦1001-1003室	
Address:	 	Suite 1001-1003, Shuangqiao Plaza, No. 68, Beisihuan Xilu, Haidian District, Beijing	
收件人：	 	程汉东	
Attn.:	 	CHENG Handong	
电话：	 	 	
Phone:	 	 	
传真：	 	 	
Facsimile:	 	 	

任何一方可按本条规定随时给其他各方发出通知来改变其接收通知的地址。
Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

15.	分割性	
Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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16.	附件	
Attachments

本合同所列附件，为本合同不可分割的组成部分。
The attachments set forth herein shall be an integral part of this Agreement.

17.	生效	
Effectiveness

本合同的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如需）后生效。
Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

本合同以中文和英文书就，一式三份，质权人、出质人和丙方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
This Agreement is written in Chinese and English in three copies. Pledgor, Pledgee and Party C shall hold one copy respectively.  Each copy of this Agreement shall have equal validity.  In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

15

 

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。
IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.

甲方：	 	 京扬世纪科技发展（北京）有限公司	
Party A:	 	Ring King Century Technology (Beijing) Co., Ltd.	
 	 	 	
签字：	 	 	
By:	 	/s/ Zhige Zhang              	
姓名：	 	张之戈	
Name:	 	ZHANG Zhige	
职位：	 	法定代表人	
Title:	 	Legal Representative	
 	 	 	
乙方：	 	孙莉	
Party B:	 	SUN Li	
 	 	 	
签署：	 	 	
By:	 	/s/ Sun Li                       	
 
丙方：	 	商机在线（北京）网络技术有限公司	
Party C:	 	Business Opportunity Online (Beijing) Network Technology Co., Ltd.	
 	 	 	
签字：	 	 	
By:	 	/s/ Handong Cheng      	
姓名：	 	程汉东	
Name:	 	CHENG Handong	
职务：	 	法定代表人	
Title:	 	Legal Representative	

16

 

附件：
Attachments:

1.	商机在线（北京）网络技术有限公司股东名册；	
Shareholders' register of Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

2.	商机在线（北京）网络技术有限公司的出资证明书；	
The Capital Contribution Certificate for Business Opportunity Online (Beijing) Network Technology Co., Ltd.;

3.	独家业务合作协议。	
Exclusive Business Cooperation Agreement.

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授权委托书
Power of Attorney

本人，程汉东，中国公民，身份证号码为[      ]，系拥有商机在线（北京）网络技术有限公司（“商机在线”）46%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, CHENG Handong, a Chinese citizen with Chinese Identification Card No.:[      ], and a holder of 46% of the entire registered capital in  Business Opportunity Online (Beijing) Network Technology Co., Ltd. , ("28 Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加商机在线的股东会；2）行使按照法律和商机在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命商机在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of 28 Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and 28 Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of 28 Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

 
WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为商机在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 28 Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

程汉东	
CHENG Handong	
 	
签署：	
By:	/s/ Handong Cheng 	
 	
2008年10月8日	
October 8, 2008	

见证人
Witness: _________________

姓名：[     ]
Name: [     ]

2008年10月8日
October 8, 2008

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授权委托书
Power of Attorney

本人，刘宣付，中国公民，身份证号码为[      ]，系拥有商机在线（北京）网络技术有限公司（“商机在线”）36%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, LIU Xuanfu, a Chinese citizen with Chinese Identification Card No.:[    ], and a holder of 36% of the entire registered capital in  Business Opportunity Online (Beijing) Network Technology Co., Ltd. , ("28 Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加商机在线的股东会；2）行使按照法律和商机在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命商机在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of 28 Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and 28 Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of 28 Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

1

 
 
WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为商机在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 28 Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 	刘宣付	
 	LIU Xuanfu	
 	 	
 	签署：	
 	By:	/s/ Xuanfu Liu 	
 	 	
 	2008年10月8日	
 	October 8, 2008	
 
见证人	
Witness:	 	 	
 	
姓名：[     ]	
Name: [     ]	
 	
2008年10月8日	
October 8, 2008	

2

 

授权委托书
Power of Attorney

本人，孙莉，中国公民，身份证号码为[      ]，系拥有商机在线（北京）网络技术有限公司（“商机在线”）18%的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权京扬世纪科技发展(北京)有限公司（“WOFE”）在本授权委托书的有效期内行使如下权利：
I, SUN Li, a Chinese citizen with Chinese Identification Card No.:[    ], and a holder of 18% of the entire registered capital in  Business Opportunity Online (Beijing) Network Technology Co., Ltd. , ("28 Online") ("My Shareholding"), hereby irrevocably authorize  Rise King Century Technology Development Co., Ltd.   (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

 授权WOFE作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：1）参加商机在线的股东会；2）行使按照法律和商机在线章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及3）作为本人的授权代表指定和任命商机在线法定代表人（执行董事）、监事、总经理以及其他高级管理人员等。
WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders' meetings of 28 Online; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and 28 Online's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (executive director), the supervisor, the chief executive officer and other senior management members of 28 Online.

WOFE将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。
Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.
 
1

WOFE就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。
All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WOFE.

WOFE有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。
WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为商机在线的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 28 Online.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给WOFE的与本人股权有关的所有权利，不再自行行使该等权利。
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。
This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.
 
孙莉	
SUN Li

签署：	
By:	/s/ Sun Li 	
 	 	
2008年10月8日
October 8, 2008	

见证人
Witness:	 	

姓名：[     ]
Name: [     ]

2008年10月8日
October 8, 2008

2

 

 
Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement

Party A: Henan Branch of China Construction Bank
Address: 80 HuaYuan Road, ZhengZhou City
Responsible Party: Xu, HuiBin

Party B: Shanghai Borong Dingsi Computer Technology Co., Ltd.
Address: Suite 1776, 601 HuanCheng Road, JiaDing District, Shanghai
Legal Person: Zhang, Bin
 
In order to spread the knowledge of internet banking, encourage clients to accept and use internet banking as one of the new banking tools, exploit the potential of the clients, discover new knowledge, new technique-using environment, search new profit generation methods, Party A and Party B negotiate to adopt this strategic cooperative model to develop the market for the purpose of expanding valid client base, converting latent client value into patent one, to achieve the purpose of mutual development. Party A and Party B agree to adopt this Agreement as follows:

Section 1: Scope of Cooperation

 	1.	Party A may use free of charge the Internet Banking Experiencing All-in-One Engine (the “Engine,” which includes hosting machines, Knowledge and Information Dissemination Screens, etc., with a value of RMB 14,000 Yuan per Engine, the ownership of which belongs to Party B as provided in detail in the appendix) provided by Party B to develop its internet banking services. Party B may use the Engine and its Knowledge and Information Dissemination Screens to publicize certain financial, economical and cultural information with the scope of this Agreement to spread the knowledge and exploit the potential value of clients.	

 	2.	Exclusivity of Cooperation: With the term of this Agreement, Party A and Party B agree to the exclusive cooperation of the similar product and the similar cooperative method and to publicize certain financial, economical and cultural information with the scope of this Agreement via the Knowledge and Information Dissemination Screens.	

 	3.	The term of this Agreement is EIGHT (8) years, starting from the effective date of this Agreement. After the expiration of this Agreement, the Parties may negotiate matters of further cooperation.	

 

 
 
Section 2: Method of Cooperation

 	1.	Equipment Installation and Operation	

 	i.	Party B shall install the Engines for all the websites owned by Party A, with at least one Engine for each website. With the term of this Agreement, if Party A is to add new websites, Party B shall install Engines for the new website.	

 	ii.	Party A shall cooperate with Party B to select suitable areas of its websites for the installation of the Engine, and provide Party B with such necessity as internet, network, and electricity for the operation of the Engines. Party A shall be responsible for the daily operation of the Engines.	

 	iii.	Party B shall customize the installation of the Engine according to the layout of the website hosting space of Party A, the size of the area, its environment, facility and its style, in order to achieve harmony with the surrounding areas.	

 	iv.	Party B shall maintain the Engine free of charge to Party A, upgrade the Engine if necessary, and to provide new Engines for free if there is a need for market development.	

 	v.	In order to achieve an economy of scale and real effects, websites which are ready to be so equipped should be finished as soon as possible after the signing of this Agreement.	

 	2.	Knowledge Dissemination	

 	i.	Party A is responsible for the design and development of Information Dissemination Management Platform and Party B is responsible for the dissemination of all information. If Party A should be fined or subjected to any penalty by the government for the dissemination of information, Party B agrees to be responsible for the damages suffered by Party A.	

 	ii.	The scope of information dissemination under this Agreement includes such financial, economical, cultural and educational information as internet banking, bank cards, personal loans, insurance, funds, bonds related to the clients of the China Construction Bank (the “Bank”).	

 	iii.	Party B shall gather and edit information on a daily basis according to the three principles of benefiting the development of the Bank’s sales, meeting the needs of the Bank’s clients and following all applicable laws and regulations. Party A shall monitor the work of Party B according to the same three principles.	
Within the term of this Agreement, if Party A is to discover that the information disseminated by Party B exceeded the scope of this Agreement or that Party B disseminated false information or other illegalities on the part of Party B, Party A may terminate this Agreement free of any liability. If Party A is to be sued by a third party or involved in litigation due to the above reasons, Party B shall answer such lawsuits or participate in such litigation on behalf of Party A using its own expenses and shall reimburse Party A for any and all damages and expenses suffered therefore.
 	iv.	Party A shall assist Party B in consolidating and analyzing the needs of the clients and in gathering valuable information.	

 	v.	At least two (2) hours should be reserved each day for such activities as knowledge of internet banking, introduction of products and marketing.	

 

 
 
 	3.	Client Base Expansion	

 	i.	Party A and Party B shall utilize this innovative service model to strengthen their cooperation, work together to develop and nurture market needs, and to diversify and expand client base.	

 	ii.	Party A and Party B shall strengthen their business management, ensure the smooth operation of their systems and services, better serve their clients, consolidate client relations, enhance the satisfaction of clients and to exploit value potentials.	

Section 3. Breach and Liability

With the term of this Agreement, if Party A fails to cooperate with Party B exclusively due to the fault of Party A, Party A shall pay to Party B the residual value of the Engine (RMB 14,000 Yuan/per Engine). Party A shall continue to use the Engine. The residual value of the Engine is calculated as follows:

Residual Value = the value of the Engine * (8 – n) / 8
n is the number of years of cooperation when this Agreement is terminated and n is less or equal to 8 (years).

Party B Breaches. If due to the fault of Party B, Party B fails to maintain or upgrade the Engine so that the service fails to run properly, Party shall pay liquidated damages to Party A for each such occurrence. Liquidated damages shall be 1,000 RMB Yuan per occurrence; If such occurrence exceeds three times (inclusive), Party A may terminate this Agreement free of any liability in addition to be paid the liquidated damages.
Party B represents and warrants that the Engines it provided and any related softwares do not infringe upon the intellectual property or any other rights of any third party; if Party A is to be sued by a third party or involved in litigation due to the above reasons, Party B shall answer such lawsuits or participate in such litigation on behalf of Party A using its own expenses and shall reimburse Party A for any and all damages and expenses suffered therefore.

Section 4 Miscellaneous

1.  This Agreement has four counterparts with each Party holding two copies. This Agreement shall become effective upon the signing and sealing of the corporate chops by the Parties’ respective legal person or responsible party.

2. The Parties may agree to supplemental agreement to cover any related issues not discussed herein and any adjustments necessitated by changed circumstances. Any such supplemental agreements shall be incorporated into this Agreement and have the same validity and enforceability.

 

 

Party A (Seal):

/s/ Zheng Li

Responsible Party or Authorized Representative
August 7, 2008

Party B (Seal):

/s/ Hai Cui

Legal Person or Authorized Representative
July 18, 2008

 

 

Cooperation Agreement

Party A: Beijing CNET Online Advertising Co., Ltd.
Party B: Shanghai Borong Dingsi Computer Technology Co., Ltd.

Party A and Party B formed the intent of cooperation and reached the following agreement with regards to Party A’s investment in and control of equity in Party B and its business of “Internet Banking Outdoor Commercial Screens” for China Construction Bank’s domestic internet sites.

Section 1: Scope of Cooperation

 	·	Through friendly negotiations, Party A agrees to invest RMB4,000,000 in Party B for the purpose of purchase of the hardware of the Internet Banking All-in-One Engine for its internet banking project; Party B shall invest RMB1,000,000 for its daily operation. After the investment, Party A holds 51% of Party B’s total shares, the board of directors of Party B shall be elected by Party A. The board of directors shall manage Party B’s business directions and goals.	

Section 2: Terms of Cooperation

 	1.	This Agreement shall be effective from the signing of this Agreement. Party A shall remit RMB1,500,000 to Party B’s designated domestic account within 5 business days, which amount shall be the deposit.	

 	2.	Party B promises to complete its domestic legal structure prior to December 31, 2008, and obtain the certificate of establishment and other relevant approvals from the Chinese State Administration of Industry and Commerce, then Party A shall remit RMB2,500,000 to the designated account in accordance with other arrangement agreed to by both parties.	

 	3.	Because Party B does not possess the capability for advertising business, the Parties agree that the revenue from advertising business shall remit to the account of Party A and Party B shall not run the advertising business.	

Section 3: Covenants of Board of Directors and Executive Officers

 	1.	Party A shall appoint two representatives to the Board of Directors of Party B. Party A’s representative shall be the President of the Board and Party B shall appoint the CEO. Party A shall appoint two directors and Party B shall appoint one director to the Board.	

 	2.	After the set-up of the Board, the Board shall nominate executive officers and arrange the organizational structure and senior executives of the company. The right to appoint and remove any senior executive above the office of vice president shall rest with the Board.	

 	3.	Party A shall have one veto vote for such major decisions of the company as mergers and acquisitions, external investment, etc.	

 

 
 
Section 4: Covenants of Financial Management

 	1.	The Parties shall manage the financials of the company according to the financial management system put forward by Party A’s strategic investor and Hong Kong accounting standards and require the company to operate the business strictly in accordance to the new accounting rules.	

 	2.	The Parties agree that the major operation of the company shall be based domestically. The accounting methods and tax reporting forms shall follow the accounting regulations of the Chinese government. If there is to be any inconsistency, the Parties agree to negotiate a solution.	

 	3.	From the date when Party A agrees to invest in Party B, Party A may appoint an accounting executive to participate in the daily operation of Party B and the establishment of standard service fees.	

Section 5: Rights and Obligations of Party A

 	1.	Party B shall provide Party A with comprehensive legal files and the company’s files. Party B shall cooperate fully in providing what Party A needs such as the legal structure and preparation of instruments, to preserve the timely upgrade of legal files of the Beijing CNET Online Media Group.	

 	2.	Party B shall cooperate fully with Party A in providing marketing statistics of the company and manuals.	

 	3.	Party B promised not to provide any company or individual with any intellectual property documents and statistics (including software discs, user manuals, technical documents, etc.)	

 	4.	After Party A provides and promotes client contracts and related statistics, Party B shall provide external contracts strictly according to this Agreement in order to ensure the normal operation of company clients and shall not utilize any external contracts not agreed to by the Parties in order to complete the company’s legal files and minimize any legal risks for the company.	

 	5.	Party B shall provide any related legal files for any change in Party B’s employees and recruitment, removal, change of positions, etc. For its current employees, it shall make labor contracts according to the applicable laws and regulations of the Chinese government, provide them with the three insurance and social security and in the meantime improve the wage withholding system and promise to provide timely updated personnel files to Party A.	

Section 6: Rights and Obligations of Party B

 	1.	According to the agreements of the Parties, Party A shall have the exclusive right and require Party B not to engage in any activity harmful or not agreed to by the Parties or to disclose any information disadvantageous to Party A.	

 	2.	Party B shall cooperate fully with Party A in conducting public relations, promotion and marketing activities.	

 	3.	In the promotion and marketing of capital markets, Party B shall utilize the marketing statistics, manual and medial resources provided by Party A.	

 	4.	Party B shall adhere strictly to requirements when using Party A’s trademarks, domain names and web sites’ names, and to keep complete and confidential the data provided by Party A.	

 

 
 
Section 7: Confidentiality

The Parties shall keep confidential the terms of this Agreement and all matters related to the implementation thereof and the duty of confidentiality applies to all matters learnt during the course of cooperation and any other related commercial secrets.

Section 8: Breach

If there is breach to this Agreement, then lawsuits should be filed in Beijing according to the place of Agreement.

 Section 9: Dispute Resolution

If there is any dispute in the implementation of this Agreement, the Parties shall first resort to full negotiation and arbitration, and if unsuccessful, any Party may file lawsuits in Beijing according to the place of Agreement.

Section 10: Amendment and Supplement

Any amendment and supplement to this Agreement shall be only valid after the written confirmation by both Parties.

Section 11: Effectiveness

This Agreement shall be effective after the signing by both Parties and has four counterparts, which each Party holds two copies having the same validity and enforceability. Any written supplemental agreement shall have the same validity and enforceability.

Party A (Seal): Beijing CNET Online Advertising Co., Ltd.

/s/ Handong Cheng
Signature of Authorized Representative: Handong Cheng

July 8, 2008

Party B (Seal): Shanghai Borong Dingsi Computer Technology Co., Ltd.

/s/ Hai Cui

Signature of Authorized Representative: Hai Cui

July 8, 2008

 

 

Supplemental Agreement to the Cooperation Agreement

 	·	Due to the fact that the company does not have the ability to conduct advertising business, nor is it able to independently fulfill the obligations of the cooperation agreement with China Construction Bank, both parties agree that the advertising incomes shall be remitted to CNET’s account. The incomes of the project will be distributed in accordance with the Articles of Association, after the equipments  and investments have been returned.	

 	·	Effective Term: The agreement is effective from December 15, 2008 to December 15, 2010.	

Party A: Beijing CNET Online Advertising Co., Ltd.
Party B: Shanghai Borong Dingsi Computer Technology Co., Ltd.

Party A and Party B has worked together for half a year with regards to Party A’s control of 51% of equity in Party B and its business of “Internet Banking Outdoor Commercial Screens” for China Construction Bank’s domestic internet sites. In order to better implement Party B’s “Internet Banking Experiencing All-in-One Engine Strategic Cooperation Agreement” with China Construction Bank (the “Agreement with Bank”), the Parties agree to the Supplemental Agreement (this “Agreement”) as follows:

Section 1: Scope

 	·	Through friendly negotiations, the Parties agree to maintain the legal identity of Party B, in order to ensure the normal implementation of the Agreement with Bank. All personnel shall be merged into CNET. CNET shall assume all of costs and expenses relating to personnel, the market and equipments. All business operation shall be done by CNET, which shall distribute dividends according to regulations after the merger when the project turns a profit. The board of directors shall be established by both Parties, which shall manage the company’s business directions and goals.	

Section 2: Terms

 	1.	Party B shall not increase its registration capital, and Party A shall not directly inject cash into Party B. Through assuming the costs and expenses relating to personnel, marketing, operation and related investment in equipments for internet banking engines, Party A shall own 51% of Party B’s equity.	

 	2.	In the future course of operation, the internet banking equipments for the China Construction Bank’s Internet Banking project belong to Party A. The equipment fixed assets shall be registered under the title of Party A.	

 	3.	Because Party B does not possess the capability for advertising business, and cannot perform independently the terms under the Agreement with Bank, the Parties agree that Party B shall not run the advertising business and the revenue from the advertising business shall remit to the account of Party A. After the return of investment in equipments from revenues generated from the project, dividends shall be distributed according to regulations.	

 

 

Section 3: Scope

 	1.	Party A shall appoint two representatives to the Board of Directors of Party B. Party A’s representative shall be the President of the Board and Party B shall appoint the CEO. Party A shall appoint two directors and Party B shall appoint one director to the Board.	

 	2.	After the set-up of the Board, the Board shall nominate executive officers and arrange the organizational structure and senior executives of the company. The right to appoint and remove any senior executive above the office of vice president shall rest with the Board.	

 	3.	Party A shall have one veto vote for such major decisions of the company as mergers and acquisitions, external investment, etc.	

Section 4: Covenants of Financial Management

 	1.	The Parties shall manage the financials of the company according to the financial management system put forward by Party A’s strategic investor and international accounting standards and require the company to operate the business strictly in accordance to the new accounting rules.	

 	2.	The Parties agree that the major operation of the company shall be based domestically. The accounting methods and tax reporting forms shall follow the accounting regulations of the Chinese government. If there is to be any inconsistency, the Parties agree to negotiate a solution.	

 	3.	From the date when Party A agrees to invest in Party B, Party A may appoint an accounting executive to participate in the daily operation of Party B and the establishment of standard service fees.	

Section 5: Rights and Obligations of Party A

 	1.	Party B shall provide Party A with comprehensive legal files and the company’s files. Party B shall cooperate fully in providing what Party A needs such as the legal structure and preparation of instruments, to preserve the timely upgrade of legal files of the Beijing CNET Online Media Group.	

 	2.	Party B shall cooperate fully with Party A in providing marketing statistics of the company and manuals.	

 	3.	Party B promised not to provide any company or individual with any intellectual property documents and statistics (including software discs, user manuals, technical documents, etc.)	

 	4.	After Party A provides and promotes client contracts and related statistics, Party B shall provide external contracts strictly according to this Agreement in order to ensure the normal operation of company clients and shall not utilize any external contracts not agreed to by the Parties in order to complete the company’s legal files and minimize any legal risks for the company.	

 	5.	Party B shall provide any related legal files for any change in Party B’s employees and recruitment, removal, change of positions, etc. For its current employees, it shall make labor contracts according to the applicable laws and regulations of the Chinese government, provide them with the three insurance and social security and in the meantime improve the wage withholding system and promise to provide timely updated personnel files to Party A.	

 

 
 
Section 6: Rights and Obligations of Party B

 	1.	According to the agreements of the Parties, Party A shall have the exclusive right and require Party B not to engage in any activity harmful or not agreed to by the Parties or to disclose any information disadvantageous to Party A.	

 	2.	Party B shall cooperate fully with Party A in conducting public relations, promotion and marketing activities.	

 	3.	In the promotion and marketing of capital markets, Party B shall utilize the marketing statistics, manual and medial resources provided by Party A.	

 	4.	Party B shall adhere strictly to requirements when using Party A’s trademarks, domain names and web sites’ names, and to keep complete and confidential the data provided by Party A.	

Section 7: Term of the Agreement

The term of this Agreement shall be from December 15, 2008 till December 15, 2010.

Section 8: Confidentiality

Parties shall keep confidential the terms of this Agreement and all matters related to the implementation thereof and the duty of confidentiality applies to all matters learnt during the course of cooperation and any other related commercial secrets.

Section 9: Breach

If there is breach to this Agreement, then lawsuits should be filed in Beijing according to the place of Agreement.

 Section 10: Dispute Resolution

If there is any dispute in the implementation of this Agreement, the Parties shall first resort to full negotiation and arbitration, and if unsuccessful, any Party may file lawsuits in Beijing according to the place of Agreement.

 

 
 
Section 11: Amendment and Supplement

Any amendment and supplement to this Agreement shall be only valid after the written confirmation by both Parties.

Section 12: Effectiveness

This Agreement shall be effective after the signing by both Parties and has four counterparts, which each Party holds two copies having the same validity and enforceability. Any written supplemental agreement shall have the same validity and enforceability.

Party A (Seal): Beijing CNET Online Advertising Co., Ltd.

/s/ Handong Cheng
Signature of Authorized Representative: Handong Cheng

December 10, 2008

Party B (Seal): Shanghai Borong Dingsi Computer Technology Co., Ltd.

/s/ Hai Cui
Signature of Authorized Representative: Hai Cui

December 10, 2008

 

 

Tshinghua Science Park, YuQuanHuiGu

Office Lease Agreement

This Lease Agreement was entered into on January 1, 2009 in Beijing between Beijing YuQuanHuiGu  Realty Management Ltd. Co. (Party A) and Business Opportunity Online (Beijing) Network Technology Ltd. Co. (Party B).

Each Party A or Party B is referred as a “Party” and collectively as the “Parties.”

Preamble

According to the Contract Laws of the People’s Republic of China and any other applicable laws and regulations, the Parties entered into this Agreement on the basis of equality and mutual benefit and through friendly negotiations as follows:

Section 1 the Parties

1.1	The Parties to this Agreement are:	

(1)	Party A (the lessor):  Beijing YuQuanHuiGu Realty Management Ltd. Co.	
Registered Address: HaiDian District YuQuanShang 3 MinZhuang Road
Phone: 010-88850808
Fax: 010-88850678
Legal Person: Liu, JiXiang
Title: Legal Person

(2)	Party B (the lessee):  Business Opportunity Online (Beijing) Network Technology Ltd. Co.	
Registered Address:
Phone:
Fax:
Legal Person: Cheng, HanDong
Title: CEO

Section 2 Defined Terms

“Construction Area” means the area inside each suite plus its share of common areas.
“Lease Starting Date” means the date on which the rent shall start to be calculated according to this Agreement.

 

 

Section 3 Terms of the Agreement

3.1 The name of the leased property: Tshinghua Science Park, YuQuanHuiGu
3.2 The location of the leased property: the property leased to Party B shall be Tshinghua Science Park, YuQuanHuiGu, two above-ground floors on Bldg #6.
3.3. Purpose of the lease property: the property leased to Party B (the “Property”) is to be used by Party B as office space.
3.4 Leased Area: Construction area of 875 square meters, of which 875 square meters are above ground and 0 square meters are underground.
3.5 Term of the Lease: the term of the lease of the Property shall start on January 1, 2009 till December 31, 2011 for a total of three years.
3.6 Lease Agreement: this Lease Agreement shall be signed on January 1, 2009.
3.7 Lease Start Date: January 1, 2009.
3.8 Amount of Rent: The daily amount Party B shall be responsible for during the term of this Agreement for the Property is RMB 2.00 Yuan/Day/Square Meter of Construction Area for the above-ground space and RMB 0 Yuan/Day/Square Meter of Construction Area for the underground space.
3.9 Party B shall make a one-time payment of rent RMB 157,500 Yuan and deposit RMB 52,000, which totals at RMB 209,500 Yuan, to Party A, and to fulfill all check-in procedures required by Party A. Only after the fulfillment of the above requirements shall Party B start to use the Property.
3.10 The Method of Payment: Rent shall be paid before the usage of Property, and so rent shall be paid quarterly. Party B shall remit to Party A or the bank designated by Party A the first payment of rent on the day when this Agreement is signed. Thereafter, Party B shall remit rent for the next quarter to Party A or the bank designated by Party A during the last seven business days of each quarter. After the receipt of rent, Party A shall acknowledge with the issuance of receipt.
3.10.1 The first payment of rent by Party B already covers till March 31, 2009 and thereafter the method of payment shall follow the terms of Section 3.10 above.
3.11 The deposit shall be RMB 52,000, which shall be returned in full to Party B or the bank designated by Party B within ten days of the expiration of this Agreement provided that Party B has not breached this Agreement in any way.

Account Name: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Bank: Beijing Rural Commercial Bank, SiJiQin Branch
Account Number: XXXXXXXXXX

Section 4 Obligations of Parties

4.1 In addition to any other obligations and responsibilities under this Agreement, Party A is obliged to:
4.1.1 provide the leased property according to the timetable set by this Agreement, but Party A does not guarantee the Property could be put to immediate commercial use by Party B.
4.1.2 provide all the facilities specified in this Agreement, to inspect periodically, maintain, safeguard Tshinghua Science Park, YuQuanHuiGu and its facilities, so as to ensure the proper operation of Tshinghua Science Park, YuQuanHuiGu and its facilities, and the safe use by Party B.
4.1.3 assist Party B in handling all check-in procedures;

 

 
 
4.1.4 guarantee no third-party claims to the suite covered by this Agreement and to reimburse any loss to Party B due to any third-party claims thereto;
4.1.5 improve its service rendered by Party A or Property Management Company retained by Party A.
4.1.6 notify Party B in writing twenty business days in advance if Party A has to take back the rental property before the expiration of this Agreement. And if there is any damage to Party B due to the above reason, Party A shall compensate certain amount, which may include:
4.1.6.1 the fee incurred by the lessee for decorating the rental property, which shall be valued at its depreciation value;
4.1.6.2 other losses which shall not exceed one month’s rent.
4.1.7 if Party A shall transfer the property to a third party according to applicable laws, the third party shall assume Party A’s obligations under this Agreement and this Agreement continues to be valid provided that there is no new agreement.
4.1.8 to notify Party B in writing three months in advance if Party A is to sell the property. Party B shall have the rights of first offer under the same terms.
4.1.9 to obey the management rules set by Tshinghua Science Park, YuQuanHuiGu.
4.2 In addition to any other obligations and responsibilities under this Agreement, Party B is obliged to:
4.2.1 provide Party A with copies of its business registration certificate and identity card of its legal person as the signing of this Agreement. If there is any change to the above documents, Party B shall notify Party A in writing five business days in advance.
4.2.2 pay rent on a timely basis according to this Agreement, Property Management Agreement, Management Regulations and supplements.
4.2.3 follow the Management Regulations of Tshinghua Science Park, YuQuanHuiGu and Management Rules of Tshinghua Science Park, YuQuanHuiGu. If Party B improperly used Tshinghua Science Park, YuQuanHuiGu or its facilities or maliciously damaged the above, Party B shall timely notify Party A or the Property Management Company in writing and be responsible for losses, costs and expenses incurred by the damages.
4.2.4 if due to no fault of Party B, any equipment or facility provided by Party A in the rental property suffered a damage, Party B shall timely notify Party A or the Property Management Company in writing so that the Property Management Company can arrange to have the same repaired.
4.2.5 if there is damage to person or things due to the reason that Party B improperly used, mismanage or failed to maintain the rental property, Party B shall solve the dispute by itself. Any damage suffered to the rental property shall be handled according to this Agreement.
4.2.6 Party B may decorate the rental property except the fire system and central air system provided that the decoration shall not alter the structure of the property or its purpose and Party A has agreed to the scale, area, method and materials for the decoration. Party B shall select lass two or above certified decoration contractors for the decoration work. Party B shall apply to Party A (or Party A’s authorized representative) for the start of the decoration work and to supply to Party A all relevant documents including but not limited to design of the decoration and the work plan. After receiving the above, Party A shall notify Party B within 14 business days. After the approval from Party A, Party B shall enter into an “Agreement on the Management of Decorations” with Beijing YuQuanHuiGu Property Management Ltd. Co. and then Party B may start decorating, which shall conform to the applicable laws of the country, fire regulations and the safety and overall appearance of Tshinghua Science Park, YuQuanHuiGu.  Party B may maintain the upkeep of its own decorations, or entrust Party A with the task and if so shall pay Party A a maintenance fee. If Party B did any decoration work without the prior approval of Party A, Party A may require Party B to restore the property to its original condition and any cost and expenses related thereto (including restoration fees, loss to facilities and penalty for breaches) shall be borne by Party B.

 

 
 
4.2.7 Party B shall not transfer, sublease the rental property or submit the same to the use of third parties or share it with third parties, otherwise Party B shall be deemed in breach of this Agreement.
4.2.8 Party B shall allow Party A (or authorized representatives of Party A) to enter the rental property during appropriate hours, for appropriate reasons and with prior notification (except for emergency when no notification is necessary) in order to inspect the rental property or handle emergency situations. If there is any condition which requires the maintenance by Party B, Party B shall pay for the maintenance on a timely basis according to the requirements of Party A (or authorized representatives of Party A). If Party B fails to do the maintenance on a timely basis, Party A (or authorized representatives of Party A) may do the work on Party B’s behalf and Party B shall be responsible for all costs and expenses incurred.
4.2.9 Party B shall make sure its employees, visitors and agents follow this Agreement, Property Management Agreement, Property Management Regulations and all rules and regulations of Tshinghua Science Park, YuQuanHuiGu during their use, management and maintenance of the rental property. Party B shall be responsible for any loss or damages suffered by the rental property due to the fault of its employees, visitors and agents.
4.2.10 The lessee shall take care and use properly the rental property and its facilities, and shall not change, expand or add thereto without prior approval from Party A. If there is a need for any change, the approval of the lessor is required and a written agreement must be entered into. If, due to the fault of the lessee, the rental property suffers damage, the lessee shall be responsible for its restoration or compensation.
4.2.11 The lessor may terminate this Agreement, reclaim the rental property and requires a compensation if any damage ensues, if any one of the following occurs:
4.2.11.1 late payment of rent for up to 30 days;
4.2.11.2 sublease the rental property without prior approval;
4.2.11.3 transfer, lend or exchange the rental property without prior approval;
4.2.11.4 change the structure or purpose of the rental property without prior approval;
4.2.11.5 conduct illegal activities using the rental property;
4.2.11.6 intentionally damage the rental property;
4.2.11.7 any other conditions or situations where applicable laws and regulations authorize the termination of the Agreement and reclamation of the rental property;
4.2.12 During the term of this Agreement if there are any liability and obligation incurred due to the business and other activities of Party B, Party B shall be responsible for all of it.
4.2.13 Follow the Property Management Regulations of Tshinghua Science Park, YuQuanHuiGu.

 

 
 
Section 5 Renewal and Expiration of Lease

5.1 After the expiration of the lease, this Agreement shall automatically terminate. If the lessee would like to continue the use of the rental property, it shall inquire three months in advance of the expiration of the lease. If the lessor agrees, a new lease agreement shall be entered into. If Party A shall continue to lease out the rental property, Party B shall have the right of first offer under the same terms and conditions. If after the expiration of the lease, Party B was unable to locate new rental property, it may negotiate with Party A for an extension of the term of lease.

5.2 After the expiration of the lease, if Party B decides not to renew or Party A decides not to accept, Party B shall leave all decorations with the rental property. Before the check-out procedure is completed, Party B shall keep the rental property in good repairs.

Section 6 Liability in Breach

6.1 During the term of this Agreement, if any Party breaches, it shall bear all responsibilities thereto. If there is any damage done to the other non-breaching Party, the breaching Party shall be liable for any compensation. If both Parties have fault, then each Party shall be responsible for its own share of responsibilities.
6.2 If Party A fails to provide Party B with rental property conforming to this Agreement within the time period provided herein, Party A shall pay penalty to Party B, which shall be a daily fee of 0.5% of the deposit fee paid by Party B. If the breach last more than 30 days, Party B may terminate this Agreement. Party A shall pay the penalty within seven business days and return the deposit to Party B.
6.3 After this Agreement is effective, if Party B breaches, then all rent and deposits already paid shall be forfeited. Party B shall pay rent on a timely basis and if it fails to do so, Party B shall pay penalty to Party A, which shall be a daily fee of 0.5% of the rent paid by Party B. If the breach last more than 30 days, Party A may terminate this Agreement.
6.4 If this Agreement is terminated before its expiration, Party A may reclaim the rental property and its facilities immediately, and all decorative items belong to Party A.
6.5 After the expiration or termination of this Agreement, Party B shall remove all its belongings from the rental property within seven business days. Otherwise, Party B shall be deemed to renounce its title thereto and Party A shall be free to dispose of the items. Any costs and expense or losses incurred by Party A for this reason shall be the responsibility of Party B.

Section 7 Force Majeure

7.1 Force Majeure means any circumstances which could not have been foreseen, avoided or overcame, for example, earthquakes, typhoons, rainfalls, fires, wars and other natural causes. The Party which suffers a force majeure event shall notify in writing the other Party and provide details thereto and any supporting documentation for its inability or partial ability of or delays in performance of this Agreement with 15 business day. Such supporting documentation shall be issued by the notary agency from where the force majeure event takes place. According to the impact of such event, both Parties may negotiate to see if there is a need to terminate this Agreement, or partially exempt the performance thereof or to delay the performance. Difficulties in business management or improper arrangements shall not be deemed a force majeure event no matter how serious the circumstances are.

 

 
 
Section 8 Applicable Law and Dispute Resolution

8.1 The PRC law shall be applicable to the contract establishment, interpretation and resolution of dispute related to the contract.
8.2 Both parties shall resolve their disputes related to the contract through friendly negotiation; if parties can not settle their dispute through negotiation, either party can make an arbitration application to Beijing Arbitration Committee to arbitration the dispute according to relevant  rules and regulations. The arbitration is final and is binding on both parties.

Section 9 Other Agreements

9.1 The parties agree to sign a supplementary agreement to resolve other related issued not covered by this contract. The schedules and supplementary agreements to this contract is an integral part of this contract.
9.2 Besides all the agreements in this contract, both parties agree to abide by the property management agreement and management covenants; Party B shall also abide by Party A’s regulations regarding to the management of Qinghua Huiyuan Technology Park and Yuquanhuigu.
9.3 Both parties agree that principle of autonomy of will is the principle governing the establish and performance of the contract.
9.4 The title of the contract is for reference only and shall not have any impact on the understanding and interpretation of the contract.
9.5 This contract shall be interpreted according to its meaning in Chinese. There are five copies of the contract with equal legal effect. Party A keeps three copies. Party B keeps two copies.
9.6 After both parties sign the contract, the contract shall be effective on the day Party B pays the rent.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co
Authorized Signature
Party B (Seal)Business Opportunity Online (Beijing) Network Technology Ltd. Co.
Authorized Signature

 

 
 
Supplementary Agreement
Party A: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Party B: Business Opportunity Online (Beijing) Network Technology Ltd. Co.

Both parties have signed an office leasing contract on January 1, 2009 (hereinafter “Original Leasing Contract”).  Through friendly negotiation, both parties agree to sign a supplementary agreement to the Original Leasing Contract.

1. Party B agrees to pay for the maintenance and repair of decorations already existed on the property.
2. This supplementary agreement is an integral party of the Original Leasing Contract. It shall be effective after both parties sign it. Any conflict between this agreement and the Original Leasing Contract shall be resolved according to this contract. The agreements in the Original Leasing Contract which are not covered by this supplementary agreement shall continue to be effective.
3. There are five copies of this agreement with equal legal effect. Party A keeps three copies. Party B keeps two copies.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co
/s/ JiXiang Liu
JiXiang Liu
Authorized Signator
January 1, 2009

Party B (Seal)Business Opportunity Online (Beijing) Network Technology Ltd. Co.
/s/ Handong Cheng
Handong Cheng
Authorized Signator
January 1, 2009

 

 

Tshinghua Science Park, YuQuanHuiGu

Office Lease Agreement

This Lease Agreement was entered into on January 1, 2009 in Beijing between Beijing YuQuanHuiGu  Realty Management Ltd. Co. (Party A) and Beijing CNET Online Advertising Co., Ltd. (Party B).

Each Party A or Party B is referred as a “Party” and collectively as the “Parties.”

Preamble

According to the Contract Laws of the People’s Republic of China and any other applicable laws and regulations, the Parties entered into this Agreement on the basis of equality and mutual benefit and through friendly negotiations as follows:

Section 1 the Parties

1.1	The Parties to this Agreement are:	

(1)	Party A (the lessor):  Beijing YuQuanHuiGu Realty Management Ltd. Co.	
Registered Address: HaiDian District YuQuanShang 3 MinZhuang Road
Phone: 010-88850808
Fax: 010-88850678
Legal Person: Liu, JiXiang
Title: Legal Person

(2)	Party B (the lessee):  Beijing CNET Online Advertising Co., Ltd.	
Registered Address:
Phone:
Fax:
Legal Person: Cheng, HanDong
Title: CEO

Section 2 Defined Terms

“Construction Area” means the area inside each suite plus its share of common areas.
“Lease Starting Date” means the date on which the rent shall start to be calculated according to this Agreement.

 

 

Section 3 Terms of the Agreement

3.1 The name of the leased property: Tshinghua Science Park, YuQuanHuiGu.
3.2 The location of the leased property: the property leased to Party B shall be Tshinghua Science Park, YuQuanHuiGu, one above-ground floors on Bldg #6.
3.3. Purpose of the lease property: the property leased to Party B (the “Property”) is to be used by Party B as office space.
3.4 Leased Area: Construction area of 875 square meters, of which 875 square meters are above ground and 0 square meters are underground.
3.5 Term of the Lease: the term of the lease of the Property shall start on January 1, 2009 till December 31, 2011 for a total of three years.
3.6 Lease Agreement: this Lease Agreement shall be signed on January 1, 2009.
3.7 Lease Start Date: January 1, 2009.
3.8 Amount of Rent: The daily amount Party B shall be responsible for during the term of this Agreement for the Property is RMB 2.00 Yuan/Day/Square Meter of Construction Area for the above-ground space and RMB 0 Yuan/Day/Square Meter of Construction Area for the underground space.
3.9 Party B shall make a one-time payment of rent RMB 157,500 Yuan and deposit RMB 52,000, which totals at RMB 209,500 Yuan, to Party A, and to fulfill all check-in procedures required by Party A. Only after the fulfillment of the above requirements shall Party B start to use the Property.
3.10 The Method of Payment: Rent shall be paid before the usage of Property, and so rent shall be paid quarterly. Party B shall remit to Party A or the bank designated by Party A the first payment of rent on the day when this Agreement is signed. Thereafter, Party B shall remit rent for the next quarter to Party A or the bank designated by Party A during the last seven business days of each quarter. After the receipt of rent, Party A shall acknowledge with the issuance of receipt.
3.10.1 The first payment of rent by Party B already covers till March 31, 2009 and thereafter the method of payment shall follow the terms of Section 3.10 above.
3.11 The deposit shall be RMB 52,000, which shall be returned in full to Party B or the bank designated by Party B within ten days of the expiration of this Agreement provided that Party B has not breached this Agreement in any way.

Account Name: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Bank: Beijing Rural Commercial Bank, SiJiQin Branch
Account Number: XXXXXXXXXXXX

Section 4 Obligations of Parties

4.1 In addition to any other obligations and responsibilities under this Agreement, Party A is obliged to:
4.1.1 provide the leased property according to the timetable set by this Agreement, but Party A does not guarantee the Property could be put to immediate commercial use by Party B.
4.1.2 provide all the facilities specified in this Agreement, to inspect periodically, maintain, safeguard Tshinghua Science Park, YuQuanHuiGu and its facilities, so as to ensure the proper operation of Tshinghua Science Park, YuQuanHuiGu and its facilities, and the safe use by Party B.
4.1.3 assist Party B in handling all check-in procedures;
4.1.4 guarantee no third-party claims to the suite covered by this Agreement and to reimburse any loss to Party B due to any third-party claims thereto;

 

 
 
4.1.5 improve its service rendered by Party A or Property Management Company retained by Party A.
4.1.6 notify Party B in writing twenty business days in advance if Party A has to take back the rental property before the expiration of this Agreement. And if there is any damage to Party B due to the above reason, Party A shall compensate certain amount, which may include:
4.1.6.1 the fee incurred by the lessee for decorating the rental property, which shall be valued at its depreciation value;
4.1.6.2 other losses which shall not exceed one month’s rent.
4.1.7 if Party A shall transfer the property to a third party according to applicable laws, the third party shall assume Party A’s obligations under this Agreement and this Agreement continues to be valid provided that there is no new agreement.
4.1.8 to notify Party B in writing three months in advance if Party A is to sell the property. Party B shall have the rights of first offer under the same terms.
4.1.9 to obey the management rules set by Tshinghua Science Park, YuQuanHuiGu.
4.2 In addition to any other obligations and responsibilities under this Agreement, Party B is obliged to:
4.2.1 provide Party A with copies of its business registration certificate and identity card of its legal person as the signing of this Agreement. If there is any change to the above documents, Party B shall notify Party A in writing five business days in advance.
4.2.2 pay rent on a timely basis according to this Agreement, Property Management Agreement, Management Regulations and supplements.
4.2.3 follow the Management Regulations of Tshinghua Science Park, YuQuanHuiGu and Management Rules of Tshinghua Science Park, YuQuanHuiGu. If Party B improperly used Tshinghua Science Park, YuQuanHuiGu or its facilities or maliciously damaged the above, Party B shall timely notify Party A or the Property Management Company in writing and be responsible for losses, costs and expenses incurred by the damages.
4.2.4 if due to no fault of Party B, any equipment or facility provided by Party A in the rental property suffered a damage, Party B shall timely notify Party A or the Property Management Company in writing so that the Property Management Company can arrange to have the same repaired.
4.2.5 if there is damage to person or things due to the reason that Party B improperly used, mismanage or failed to maintain the rental property, Party B shall solve the dispute by itself. Any damage suffered to the rental property shall be handled according to this Agreement.
4.2.6 Party B may decorate the rental property except the fire system and central air system provided that the decoration shall not alter the structure of the property or its purpose and Party A has agreed to the scale, area, method and materials for the decoration. Party B shall select lass two or above certified decoration contractors for the decoration work. Party B shall apply to Party A (or Party A’s authorized representative) for the start of the decoration work and to supply to Party A all relevant documents including but not limited to design of the decoration and the work plan. After receiving the above, Party A shall notify Party B within 14 business days. After the approval from Party A, Party B shall enter into an “Agreement on the Management of Decorations” with Beijing YuQuanHuiGu Property Management Ltd. Co. and then Party B may start decorating, which shall conform to the applicable laws of the country, fire regulations and the safety and overall appearance of Tshinghua Science Park, YuQuanHuiGu.  Party B may maintain the upkeep of its own decorations, or entrust Party A with the task and if so shall pay Party A a maintenance fee. If Party B did any decoration work without the prior approval of Party A, Party A may require Party B to restore the property to its original condition and any cost and expenses related thereto (including restoration fees, loss to facilities and penalty for breaches) shall be borne by Party B.

 

 
 
4.2.7 Party B shall not transfer, sublease the rental property or submit the same to the use of third parties or share it with third parties, otherwise Party B shall be deemed in breach of this Agreement.
4.2.8 Party B shall allow Party A (or authorized representatives of Party A) to enter the rental property during appropriate hours, for appropriate reasons and with prior notification (except for emergency when no notification is necessary) in order to inspect the rental property or handle emergency situations. If there is any condition which requires the maintenance by Party B, Party B shall pay for the maintenance on a timely basis according to the requirements of Party A (or authorized representatives of Party A). If Party B fails to do the maintenance on a timely basis, Party A (or authorized representatives of Party A) may do the work on Party B’s behalf and Party B shall be responsible for all costs and expenses incurred.
4.2.9 Party B shall make sure its employees, visitors and agents follow this Agreement, Property Management Agreement, Property Management Regulations and all rules and regulations of Tshinghua Science Park, YuQuanHuiGu during their use, management and maintenance of the rental property. Party B shall be responsible for any loss or damages suffered by the rental property due to the fault of its employees, visitors and agents.
4.2.10 The lessee shall take care and use properly the rental property and its facilities, and shall not change, expand or add thereto without prior approval from Party A. If there is a need for any change, the approval of the lessor is required and a written agreement must be entered into. If, due to the fault of the lessee, the rental property suffers damage, the lessee shall be responsible for its restoration or compensation.
4.2.11 The lessor may terminate this Agreement, reclaim the rental property and requires a compensation if any damage ensues, if any one of the following occurs:
4.2.11.1 late payment of rent for up to 30 days;
4.2.11.2 sublease the rental property without prior approval;
4.2.11.3 transfer, lend or exchange the rental property without prior approval;
4.2.11.4 change the structure or purpose of the rental property without prior approval;
4.2.11.5 conduct illegal activities using the rental property;
4.2.11.6 intentionally damage the rental property;
4.2.11.7 any other conditions or situations where applicable laws and regulations authorize the termination of the Agreement and reclamation of the rental property;
4.2.12 During the term of this Agreement if there are any liability and obligation incurred due to the business and other activities of Party B, Party B shall be responsible for all of it.
4.2.13 Follow the Property Management Regulations of Tshinghua Science Park, YuQuanHuiGu.

 

 
 
Section 5 Renewal and Expiration of Lease

5.1 After the expiration of the lease, this Agreement shall automatically terminate. If the lessee would like to continue the use of the rental property, it shall inquire three months in advance of the expiration of the lease. If the lessor agrees, a new lease agreement shall be entered into. If Party A shall continue to lease out the rental property, Party B shall have the right of first offer under the same terms and conditions. If after the expiration of the lease, Party B was unable to locate new rental property, it may negotiate with Party A for an extension of the term of lease.

5.2 After the expiration of the lease, if Party B decides not to renew or Party A decides not to accept, Party B shall leave all decorations with the rental property. Before the check-out procedure is completed, Party B shall keep the rental property in good repairs.

Section 6 Liability in Breach

6.1 During the term of this Agreement, if any Party breaches, it shall bear all responsibilities thereto. If there is any damage done to the other non-breaching Party, the breaching Party shall be liable for any compensation. If both Parties have fault, then each Party shall be responsible for its own share of responsibilities.
6.2 If Party A fails to provide Party B with rental property conforming to this Agreement within the time period provided herein, Party A shall pay penalty to Party B, which shall be a daily fee of 0.5% of the deposit fee paid by Party B. If the breach last more than 30 days, Party B may terminate this Agreement. Party A shall pay the penalty within seven business days and return the deposit to Party B.
6.3 After this Agreement is effective, if Party B breaches, then all rent and deposits already paid shall be forfeited. Party B shall pay rent on a timely basis and if it fails to do so, Party B shall pay penalty to Party A, which shall be a daily fee of 0.5% of the rent paid by Party B. If the breach last more than 30 days, Party A may terminate this Agreement.
6.4 If this Agreement is terminated before its expiration, Party A may reclaim the rental property and its facilities immediately, and all decorative items belong to Party A.
6.5 After the expiration or termination of this Agreement, Party B shall remove all its belongings from the rental property within seven business days. Otherwise, Party B shall be deemed to renounce its title thereto and Party A shall be free to dispose of the items. Any costs and expense or losses incurred by Party A for this reason shall be the responsibility of Party B.

Section 7 Force Majeure

7.1 Force Majeure means any circumstances which could not have been foreseen, avoided or overcame, for example, earthquakes, typhoons, rainfalls, fires, wars and other natural causes. The Party which suffers a force majeure event shall notify in writing the other Party and provide details thereto and any supporting documentation for its inability or partial ability of or delays in performance of this Agreement with 15 business day. Such supporting documentation shall be issued by the notary agency from where the force majeure event takes place. According to the impact of such event, both Parties may negotiate to see if there is a need to terminate this Agreement, or partially exempt the performance thereof or to delay the performance. Difficulties in business management or improper arrangements shall not be deemed a force majeure event no matter how serious the circumstances are.

 

 
 
Section 8 Applicable Law and Dispute Resolution

8.1 The PRC law shall be applicable to the contract establishment, interpretation and resolution of dispute related to the contract.
8.2 Both parties shall resolve their disputes related to the contract through friendly negotiation; if parties can not settle their dispute through negotiation, either party can make an arbitration application to Beijing Arbitration Committee to arbitration the dispute according to relevant  rules and regulations. The arbitration is final and is binding on both parties.

Section 9 Other Agreements

9.1The parties agree to sign a supplementary agreement to resolve other related issued not covered by this contract. The schedules and supplementary agreements to this contract is an integral part of this contract.
9.2Besides all the agreements in this contract, both parties agree to abide by the property management agreement and management covenants; Party B shall also abide by Party A’s regulations regarding to the management of Qinghua Huiyuan Technology Park and Yuquanhuigu.
9.3Both parties agree that principle of autonomy of will is the principle governing the establish and performance of the contract.
9.4The title of the contract is for reference only and shall not have any impact on the understanding and interpretation of the contract.
9.5This contract shall be interpreted according to its meaning in Chinese. There are five copies of the contract with equal legal effect. Party A keeps three copies. Party B keeps two copies.
9.6 After both parties sign the contract, the contract shall be effective on the day Party B pays the rent.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co.
Authorized Signature

Party B (Seal)Beijing CNET Online Advertising Co., Ltd.
Authorized Signature

 

 
 
Supplementary Agreement
Party A: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Party B: Beijing CNET Online Advertising Co., Ltd.

Both parties have signed an office leasing contract on January 1, 2009 (hereinafter “Original Leasing Contract”). Through friendly negotiation, both parties agree to sign a supplementary agreement to the Original Leasing Contract.

1. Party B agrees to pay for the maintenance and repair of decorations already existed on the property.
2. This supplementary agreement is an integral party of the Original Leasing Contract. It shall be effective after both parties sign it. Any conflict between this agreement and the Original Leasing Contract shall be resolved according to this contract. The agreements in the Original Leasing Contract which are not covered by this supplementary agreement shall continue to be effective.
3. There are five copies of this agreement with equal legal effect. Party A keeps three copies. Party B keeps two copies.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co
/s/ JiXiang Liu
JiXiang Liu
Authorized Signator
January 1, 2009

Party B (Seal)Beijing CNET Online Advertising Co., Ltd.
/s/ Handong Cheng
Handong Cheng
Authorized Signator
January 1, 2009

 

 

Tshinghua Science Park, YuQuanHuiGu

Office Lease Agreement

This Lease Agreement was entered into on January 1, 2009 in Beijing between Beijing YuQuanHuiGu  Realty Management Ltd. Co. (Party A) and Rise King Century Technology Development (Beijing) Co., Ltd. (Party B).

Each Party A or Party B is referred as a “Party” and collectively as the “Parties.”
 
Preamble

According to the Contract Laws of the People’s Republic of China and any other applicable laws and regulations, the Parties entered into this Agreement on the basis of equality and mutual benefit and through friendly negotiations as follows:

Section 1 the Parties

1.1	The Parties to this Agreement are:	

(1)	Party A (the lessor):  Beijing YuQuanHuiGu Realty Management Ltd. Co.	
Registered Address: HaiDian District YuQuanShang 3 MinZhuang Road
Phone: 010-88850808
Fax: 010-88850678
Legal Person: Liu, JiXiang
Title: Legal Person

(2)	Party B (the lesseeRise King Century Technology Development (Beijing) Co., Ltd.	
Registered Address:
Phone:
Fax:
Legal Person: Cheng, HanDong
Title: CEO

Section 2 Defined Terms

“Construction Area” means the area inside each suite plus its share of common areas.
“Lease Starting Date” means the date on which the rent shall start to be calculated according to this Agreement.

 

 

Section 3 Terms of the Agreement

3.1 The name of the leased property: Tshinghua Science Park, YuQuanHuiGu
3.2 The location of the leased property: the property leased to Party B shall be Tshinghua Science Park, YuQuanHuiGu, one below-ground floors on Bldg #6.
3.3. Purpose of the lease property: the property leased to Party B (the “Property”) is to be used by Party B as office space.
3.4 Leased Area: Construction area of 876 square meters, of which 876 square meters are above ground and 0 square meters are underground.
3.5 Term of the Lease: the term of the lease of the Property shall start on January 1, 2009 till December 31, 2011 for a total of three years.
3.6 Lease Agreement: this Lease Agreement shall be signed on January 1, 2009.
3.7 Lease Start Date: January 1, 2009.
3.8 Amount of Rent: The daily amount Party B shall be responsible for during the term of this Agreement for the Property is RMB 0 Yuan/Day/Square Meter of Construction Area for the above-ground space and RMB 1 Yuan/Day/Square Meter of Construction Area for the underground space.
3.9 Party B shall make a one-time payment of rent RMB 78,840 Yuan and deposit RMB 26,000, which totals at RMB 104,840 Yuan, to Party A, and to fulfill all check-in procedures required by Party A. Only after the fulfillment of the above requirements shall Party B start to use the Property.
3.10 The Method of Payment: Rent shall be paid before the usage of Property, and so rent shall be paid quarterly. Party B shall remit to Party A or the bank designated by Party A the first payment of rent on the day when this Agreement is signed. Thereafter, Party B shall remit rent for the next quarter to Party A or the bank designated by Party A during the last seven business days of each quarter. After the receipt of rent, Party A shall acknowledge with the issuance of receipt.
3.10.1 The first payment of rent by Party B already covers till March 31, 2009 and thereafter the method of payment shall follow the terms of Section 3.10 above.
3.11 The deposit shall be RMB 26,000, which shall be returned in full to Party B or the bank designated by Party B within ten days of the expiration of this Agreement provided that Party B has not breached this Agreement in any way.

Account Name: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Bank: Beijing Rural Commercial Bank, SiJiQin Branch
Account Number: XXXXXXXXXXXXXXX

Section 4 Obligations of Parties

4.1 In addition to any other obligations and responsibilities under this Agreement, Party A is obliged to:
4.1.1 provide the leased property according to the timetable set by this Agreement, but Party A does not guarantee the Property could be put to immediate commercial use by Party B.
4.1.2 provide all the facilities specified in this Agreement, to inspect periodically, maintain, safeguard Tshinghua Science Park, YuQuanHuiGu and its facilities, so as to ensure the proper operation of Tshinghua Science Park, YuQuanHuiGu and its facilities, and the safe use by Party B.
4.1.3 assist Party B in handling all check-in procedures;

 

 
 
4.1.4 guarantee no third-party claims to the suite covered by this Agreement and to reimburse any loss to Party B due to any third-party claims thereto;
4.1.5 improve its service rendered by Party A or Property Management Company retained by Party A.
4.1.6 notify Party B in writing twenty business days in advance if Party A has to take back the rental property before the expiration of this Agreement. And if there is any damage to Party B due to the above reason, Party A shall compensate certain amount, which may include:
4.1.6.1 the fee incurred by the lessee for decorating the rental property, which shall be valued at its depreciation value;
4.1.6.2 other losses which shall not exceed one month’s rent.
4.1.7 if Party A shall transfer the property to a third party according to applicable laws, the third party shall assume Party A’s obligations under this Agreement and this Agreement continues to be valid provided that there is no new agreement.
4.1.8 to notify Party B in writing three months in advance if Party A is to sell the property. Party B shall have the rights of first offer under the same terms.
4.1.9 to obey the management rules set by Tshinghua Science Park, YuQuanHuiGu.
4.2 In addition to any other obligations and responsibilities under this Agreement, Party B is obliged to:
4.2.1 provide Party A with copies of its business registration certificate and identity card of its legal person as the signing of this Agreement. If there is any change to the above documents, Party B shall notify Party A in writing five business days in advance.
4.2.2 pay rent on a timely basis according to this Agreement, Property Management Agreement, Management Regulations and supplements.
4.2.3 follow the Management Regulations of Tshinghua Science Park, YuQuanHuiGu and Management Rules of Tshinghua Science Park, YuQuanHuiGu. If Party B improperly used Tshinghua Science Park, YuQuanHuiGu or its facilities or maliciously damaged the above, Party B shall timely notify Party A or the Property Management Company in writing and be responsible for losses, costs and expenses incurred by the damages.
4.2.4 if due to no fault of Party B, any equipment or facility provided by Party A in the rental property suffered a damage, Party B shall timely notify Party A or the Property Management Company in writing so that the Property Management Company can arrange to have the same repaired.
4.2.5 if there is damage to person or things due to the reason that Party B improperly used, mismanage or failed to maintain the rental property, Party B shall solve the dispute by itself. Any damage suffered to the rental property shall be handled according to this Agreement.
4.2.6 Party B may decorate the rental property except the fire system and central air system provided that the decoration shall not alter the structure of the property or its purpose and Party A has agreed to the scale, area, method and materials for the decoration. Party B shall select lass two or above certified decoration contractors for the decoration work. Party B shall apply to Party A (or Party A’s authorized representative) for the start of the decoration work and to supply to Party A all relevant documents including but not limited to design of the decoration and the work plan. After receiving the above, Party A shall notify Party B within 14 business days. After the approval from Party A, Party B shall enter into an “Agreement on the Management of Decorations” with Beijing YuQuanHuiGu Property Management Ltd. Co. and then Party B may start decorating, which shall conform to the applicable laws of the country, fire regulations and the safety and overall appearance of Tshinghua Science Park, YuQuanHuiGu.  Party B may maintain the upkeep of its own decorations, or entrust Party A with the task and if so shall pay Party A a maintenance fee. If Party B did any decoration work without the prior approval of Party A, Party A may require Party B to restore the property to its original condition and any cost and expenses related thereto (including restoration fees, loss to facilities and penalty for breaches) shall be borne by Party B.

 

 
 
4.2.7 Party B shall not transfer, sublease the rental property or submit the same to the use of third parties or share it with third parties, otherwise Party B shall be deemed in breach of this Agreement.
4.2.8 Party B shall allow Party A (or authorized representatives of Party A) to enter the rental property during appropriate hours, for appropriate reasons and with prior notification (except for emergency when no notification is necessary) in order to inspect the rental property or handle emergency situations. If there is any condition which requires the maintenance by Party B, Party B shall pay for the maintenance on a timely basis according to the requirements of Party A (or authorized representatives of Party A). If Party B fails to do the maintenance on a timely basis, Party A (or authorized representatives of Party A) may do the work on Party B’s behalf and Party B shall be responsible for all costs and expenses incurred.
4.2.9 Party B shall make sure its employees, visitors and agents follow this Agreement, Property Management Agreement, Property Management Regulations and all rules and regulations of Tshinghua Science Park, YuQuanHuiGu during their use, management and maintenance of the rental property. Party B shall be responsible for any loss or damages suffered by the rental property due to the fault of its employees, visitors and agents.
4.2.10 The lessee shall take care and use properly the rental property and its facilities, and shall not change, expand or add thereto without prior approval from Party A. If there is a need for any change, the approval of the lessor is required and a written agreement must be entered into. If, due to the fault of the lessee, the rental property suffers damage, the lessee shall be responsible for its restoration or compensation.
4.2.11 The lessor may terminate this Agreement, reclaim the rental property and requires a compensation if any damage ensues, if any one of the following occurs:
4.2.11.1 late payment of rent for up to 30 days;
4.2.11.2 sublease the rental property without prior approval;
4.2.11.3 transfer, lend or exchange the rental property without prior approval;
4.2.11.4 change the structure or purpose of the rental property without prior approval;
4.2.11.5 conduct illegal activities using the rental property;
4.2.11.6 intentionally damage the rental property;
4.2.11.7 any other conditions or situations where applicable laws and regulations authorize the termination of the Agreement and reclamation of the rental property;
4.2.12 During the term of this Agreement if there are any liability and obligation incurred due to the business and other activities of Party B, Party B shall be responsible for all of it.
4.2.13 Follow the Property Management Regulations of Tshinghua Science Park, YuQuanHuiGu.

 

 
 
Section 5 Renewal and Expiration of Lease

5.1 After the expiration of the lease, this Agreement shall automatically terminate. If the lessee would like to continue the use of the rental property, it shall inquire three months in advance of the expiration of the lease. If the lessor agrees, a new lease agreement shall be entered into. If Party A shall continue to lease out the rental property, Party B shall have the right of first offer under the same terms and conditions. If after the expiration of the lease, Party B was unable to locate new rental property, it may negotiate with Party A for an extension of the term of lease.

5.2 After the expiration of the lease, if Party B decides not to renew or Party A decides not to accept, Party B shall leave all decorations with the rental property. Before the check-out procedure is completed, Party B shall keep the rental property in good repairs.

Section 6 Liability in Breach

6.1 During the term of this Agreement, if any Party breaches, it shall bear all responsibilities thereto. If there is any damage done to the other non-breaching Party, the breaching Party shall be liable for any compensation. If both Parties have fault, then each Party shall be responsible for its own share of responsibilities.
6.2 If Party A fails to provide Party B with rental property conforming to this Agreement within the time period provided herein, Party A shall pay penalty to Party B, which shall be a daily fee of 0.5% of the deposit fee paid by Party B. If the breach last more than 30 days, Party B may terminate this Agreement. Party A shall pay the penalty within seven business days and return the deposit to Party B.
6.3 After this Agreement is effective, if Party B breaches, then all rent and deposits already paid shall be forfeited. Party B shall pay rent on a timely basis and if it fails to do so, Party B shall pay penalty to Party A, which shall be a daily fee of 0.5% of the rent paid by Party B. If the breach last more than 30 days, Party A may terminate this Agreement.
6.4 If this Agreement is terminated before its expiration, Party A may reclaim the rental property and its facilities immediately, and all decorative items belong to Party A.
6.5 After the expiration or termination of this Agreement, Party B shall remove all its belongings from the rental property within seven business days. Otherwise, Party B shall be deemed to renounce its title thereto and Party A shall be free to dispose of the items. Any costs and expense or losses incurred by Party A for this reason shall be the responsibility of Party B.

Section 7 Force Majeure

7.1 Force Majeure means any circumstances which could not have been foreseen, avoided or overcame, for example, earthquakes, typhoons, rainfalls, fires, wars and other natural causes. The Party which suffers a force majeure event shall notify in writing the other Party and provide details thereto and any supporting documentation for its inability or partial ability of or delays in performance of this Agreement with 15 business day. Such supporting documentation shall be issued by the notary agency from where the force majeure event takes place. According to the impact of such event, both Parties may negotiate to see if there is a need to terminate this Agreement, or partially exempt the performance thereof or to delay the performance. Difficulties in business management or improper arrangements shall not be deemed a force majeure event no matter how serious the circumstances are.

 

 
 
Section 8 Applicable Law and Dispute Resolution

8.1 The PRC law shall be applicable to the contract establishment, interpretation and resolution of dispute related to the contract.
8.2 Both parties shall resolve their disputes related to the contract through friendly negotiation; if parties can not settle their dispute through negotiation, either party can make an arbitration application to Beijing Arbitration Committee to arbitration the dispute according to relevant  rules and regulations. The arbitration is final and is binding on both parties.

Section 9 Other Agreements

9.1 The parties agree to sign a supplementary agreement to resolve other related issued not covered by this contract. The schedules and supplementary agreements to this contract is an integral part of this contract.
9.2 Besides all the agreements in this contract, both parties agree to abide by the property management agreement and management covenants; Party B shall also abide by Party A’s regulations regarding to the management of Qinghua Huiyuan Technology Park and Yuquanhuigu.
9.3 Both parties agree that principle of autonomy of will is the principle governing the establish and performance of the contract.
9.4 The title of the contract is for reference only and shall not have any impact on the understanding and interpretation of the contract.
9.5 This contract shall be interpreted according to its meaning in Chinese. There are five copies of the contract with equal legal effect. Party A keeps three copies. Party B keeps two copies.
9.6 After both parties sign the contract, the contract shall be effective on the day Party B pays the rent.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co
Authorized Signature

Party B (Seal) Rise King Century Technology Development (Beijing) Co., Ltd.
Authorized Signature

 

 
 
Supplementary Agreement
Party A: Beijing YuQuanHuiGu Realty Management Ltd. Co.
Party B: Rise King Century Technology Development (Beijing) Co., Ltd.

Both parties have signed an office leasing contract on January 1, 2009. (hereinafter “Original Leasing Contract”).Through friendly negotiation, both parties agree to sign a supplementary agreement to the Original Leasing Contract.

1. Party B agrees to pay for the maintenance and repair of decorations already existed on the property.
2. This supplementary agreement is an integral party of the Original Leasing Contract. It shall be effective after both parties sign it. Any conflict between this agreement and the Original Leasing Contract shall be resolved according to this contract. The agreements in the Original Leasing Contract which are not covered by this supplementary agreement shall continue to be effective.
3. There are five copies of this agreement with equal legal effect. Party A keeps three copies. Party B keeps two copies.

Party A (seal) Beijing YuQuanHuiGu Realty Management Ltd. Co
/s/ JiXiang Liu
JiXiang Liu
Authorized Signator
January 1, 2009

Party B (Seal)Rise King Century Technology Development (Beijing) Co., Ltd.
/s/ Handong Cheng
Handong Cheng
Authorized Signator
January 1, 2009

 

 

 

Emazing Interactive, Inc. Acquires China Net Online Media Group Limited in a Share Exchange

BEIJING, China, June 29, 2009, Emazing Interactive, Inc. (OTC BB: EMZG), a publicly traded Nevada corporation, entered into a Share Exchange Agreement with China Net Online Media Group Limited (“China Net”), a company organized under the laws of the British Virgin Islands and all of China Net’s shareholders. As a result of the Share Exchange, China Net  became Emazing’s wholly owned subsidiary and now through China Net, its subsidiaries and affiliated companies, we are one of China’s leading full-service media development and advertising platform companies engaged in providing advertising, marketing and communication services to small and medium companies in China.

China Net became the parent holding company of a group of companies comprised of CNET Online Technology Limited, a Hong Kong company, which established and is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., (“WFOE”) a wholly foreign-owned enterprise established in the People's Republic of China.  We primarily operate our advertising business in China through contractual arrangements between the WFOE and Business Opportunity Online (Beijing) Network Technology Co., Ltd., which is engaged in production and distribution of television segments to promote our clients, and CNET Online Advertising Co., Ltd., which is engaged in internet advertising through our internet portal 28.com.  Also, we recently acquired a majority interest in Shanghai Borongdingsi Computer Technology Co., Ltd., which is in the bank kiosk advertising business.

Pursuant to the Share Exchange Agreement, the shareholders of China Net transferred all of their issued and outstanding shares of China Net to Emazing in exchange for the issuance of an aggregate of 13,790,800 fully paid and nonassessable shares of Emazing Common Stock.  Effective as of the close of the Share Exchange, there was a change in our Board of Directors and executive officers.  Mr. G. Edward Hancock, who had served as our sole executive officer and director, resigned as an officer effective immediately, and after appointing Mr. Handong Cheng to serve as Chairman of the Board, he tendered his resignation as a director, with such resignation to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders (the “Effective Date”).  The Board has appointed Mr. Cheng to serve as our Chief Executive Officer and President, Mr. Zhang  to serve as our Chief Financial Officer and Treasurer and Mr. Xuanfu Liu to serve as our Chief Operating Officer and Secretary.  Also in connection with the Share Exchange, the Board of Directors has appointed Mr. Zhige Zhang, and is appointing Mr. Kotoi Horofumi to serve as directors, with such appointment to be effective on the Effective Date.

 
 
About China Net Online Media

China Net Online Media Group Ltd., (“China Net” or “Zhong Wang Zai Xian”), founded in 2003 and located in Zhongguancun in Beijing, which is known as China’s Silicon Valley, is a full-service media development and advertising platform for the small and medium enterprise (SME) market in China. China Net’s business includes 3 separate divisions:
 
1)  	www.28.com is a high traffic portal for listing new business opportunities that averaged 926,000 unique visitors/day from June 10-17, 2009. 28.com is a networking tool that builds sales channels and facilitates agent, distributor and reseller relationships by providing  advertising, training and ongoing support. 28.com is a powerful and memorable brand name in China with over 500 long term clients in several business categories Including fashion, restaurants, home furnishings, gift shops etc;	

2)	China Net TV is an advertising agency which produces and distributes TV shows and embedded advertising spots for start-ups and entrepreneurs through over 15 of the largest national satellite TV stations in China. Their national brands Include Gold List, Online Business Opportunities, The Charm of Wealth, Venture Express, Start and Ron’s Road to Wealth; and,	

3)	The kiosk advertising division provides interactive LCD ad displays located in branches of China Construction Bank. Two hundreds kiosks have been initially placed in Henan Province. The kiosks allow customers to perform non-cash transactions such as transferring money, purchasing annuities and/or insurance, and paying bills, while simultaneously displaying advertisements targeted to bank customers.	

 
 
To learn more about China Net, please visit the website at www.chinanet-online.com

FORWARD-LOOKING STATEMENTS
This release contains certain "forward-looking statements" relating to the business of Emazing Interactive, Inc., which can be identified by the use of forward-looking terminology such as “believes,” “expects," “anticipates,” “estimates” or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on Emazing Interactive's current expectations and beliefs concerning future developments and their potential effects on the company. There can be no assurance that future developments affecting Emazing Interactive will be those anticipated by Emazing Interactive. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Emazing Interactive undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

CONTACT:
     Mark Elenowitz
     (917) 512-0822