EX-10.21 28 h01498exv10w21.txt EX-10.21 CALL OPTION AGREEMENT, DATED JANUARY 13, 2006, BY AND AMONG LEI LIU, YONG SHI, SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD. AND GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD. Ex. 10.21 CALL OPTION AGREEMENT AMONG LEI LIU YONG SHI SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD AND GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD CALL OPTION AGREEMENT This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Shanghai of the People's Republic of China (the "PRC") as of January 13, 2006 by and among the following Parties: (1) LEI LIU ID NO: 620102197307205816 CONTACT ADDRESS: Room 208, 4 Building, Eastern Yumin Lane, Beijing (2) YONG SHI ID NO: 622301731219001 CONTACT ADDRESS: Beijing Water Pump Factory, Tongzhou District, Beijing (3) SHANGHAI FREMEDIA INVESTMENT CONSULTANCY CO., LTD (hereinafter "FRAMEDIA INVESTMENT") REGISTERED ADDRESS: Room 1, 17 Lan, Hengshan Rd., Shanghai LEGAL REPRESENTATIVE: Jason Nanchun Jiang (4) GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD (hereinafter "CENTURY SHENGHUO") REGISTERED ADDRESS: Room 2007, 175 Northern Tianhe Rd., Guangzhou LEGAL REPRESENTATIVE: Lei LIU (Lei LIU and Yong SHI hereinafter individually referred to as a "SHAREHOLDER" and collectively, the "SHAREHOLDERS". The Shareholders, Framedia Investment and Century Shenghuo hereinafter shall be individually referred to as a "PARTY" and collectively referred to as the "PARTIES".) WHEREAS: (1) Shareholders are the enrolled shareholders of Century Shenghuo, legally holding all the equity of Century Shenghuo as of the execution date of this Agreement; among which, Lei LIU holds 90% equity interest in Century Shenghuo while Yong SHI holds 10%. (2) The Shareholders intend to transfer to Framedia Investment, and Framedia Investment is willing to accept, all their respective equity interest in the Century Shenghuo (as defined below), to the extent not violating PRC Law. (3) In order to conduct the above equity transfer, the Shareholders agree to jointly grant Framedia Investment an irrevocable call option for equity transfer (hereinafter the "Call Option"), under which and to the extent permitted by PRC Law, the 2 Shareholders shall on demand of Framedia Investment transfer the Option Equity (as defined below) to Framedia Investment and/or any other entity or individual designated by it in accordance with the provisions contained herein. THEREFORE, the Parties hereby have reached the following agreement upon mutual consultations: ARTICLE 1 - DEFINITION 1.1 Except as otherwise construed in the context, the following terms in this Agreement shall be interpreted to have the following meanings: "PRC LAW" shall mean the then valid laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People's Republic of China. "OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the equity interest held thereby in the Century Shenghuo Registered Capital (as defined below). "CENTURY SHENGHUO REGISTERED CAPITAL" shall mean as of the execution date of this Agreement, and the registered capital of Century Shenghuo, which shall include any expanded registered capital as the result of any capital increase within the term of this Agreement. "TRANSFERRED EQUITY" shall mean the equity of Century Shenghuo which Framedia Investment has the right to require the Shareholders to transfer to it or its designated entity or individual when Framedia Investment exercises its Call Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2 herein, the amount of which may be all or part of the Option Equity and the details of which shall be determined by Framedia Investment at its sole discretion in accordance with the then valid PRC Law and from its commercial consideration. "TRANSFER PRICE" shall mean all the consideration that Framedia Investment or its designated entity or individual is required to pay to the Shareholders in order to obtain the Transferred Equity upon each Exercise of Option. Upon each Exercise of Option of any Century Shenghuo by Framedia Investment, all the Transfer Price that Framedia Investment or its designated entity or individual shall pay to the Shareholders shall be calculated by multiplying the ratio of such Option Equity to the registered capital of such Century Shenghuo with the total amount of the registered capital of such Century Shenghuo. If there exists any regulatory provision with respect to Transfer Price under the then PRC Law, Framedia Investment or its designated entity or individual shall be entitled to determine the lowest price permitted by PRC Law as the Transfer Price. "BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations etc. which Century Shenghuo is required to have for legally and validly operating its 3 advertisement designing, producing, agency, publishing and all such other businesses, including but not limited to the Business License of the Corporate Legal Person, the Tax Registration Certificate and such other relevant licenses and permits as required by the then PRC Law. "CENTURY SHENGHUO ASSETS" shall mean, in respect of any Century Shenghuo, all the tangible and intangible assets which such Century Shenghuo owns or has the right to use during the term of this Agreement, including but not limited to any immoveable and moveable assets, and such intellectual property rights as trademarks, copyrights, patents, proprietary know-how, domain names and software use rights. "MATERIAL AGREEMENT" shall mean an agreement to which any Century Shenghuo is a party and which has a material impact on the businesses or assets of the Century Shenghuo, including but not limited to Technology Permission and Service Agreement and other agreements regarding the Century Shenghuo's advertising business. "OTHER CONTRACT" shall mean the Equity Transfer Agreement among the Shareholders, Shanghai Focus Media Advertisement Co., Ltd. (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai) and Shanghai Focus Media Co., Ltd. (with its registered address at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai); according to such contract, Shareholders agree to transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd. 1.2 The references to any PRC Law herein shall be deemed (1) to include the references to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof. 1.3 Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement. ARTICLE 2 - GRANT OF CALL OPTION The Parties agree to exclusively grant Framedia Investment hereby irrevocably and without any additional conditions with a Call Option, under which Framedia Investment shall have the right to require the Shareholders to transfer the Option Equity to Framedia Investment or its designated entity or individual in such method as set out herein and as permitted by PRC Law. Framedia Investment also agrees to accept such Call Option. 4 ARTICLE 3 - METHOD OF EXERCISE OF OPTION 3.1 To the extent permitted by PRC Law, Framedia Investment shall have the sole discretion to determine the specific time, method and times of its Exercise of Option. 3.2 If the then PRC Law permits Framedia Investment and/or other entity or individual designated by it to hold all the equity interest of Century Shenghuo, then Framedia Investment shall have the right to elect to exercise all of its Call Option at once, where Framedia Investment and/or other entity or individual designated by it shall accept all the Option Equity from the Shareholders at once; if the then PRC Law permits Framedia Investment and/or other entity or individual designated by it to hold only part of the equity in Century Shenghuo, Framedia Investment shall have the right to determine the amount of the Transferred Equity within the extent not exceeding the upper limit of shareholding ratio set out by the then PRC Law (hereinafter the "SHAREHOLDING LIMIT"), where Framedia Investment and/or other entity or individual designated by it shall accept such amount of the Transferred Equity from the Shareholders. In the latter case, Framedia Investment shall have the right to exercise its Call Option at multiple times in line with the gradual deregulation of PRC Law on the permitted Shareholding Limit, with a view to ultimately acquiring all the Option Equity. 3.3 At each Exercise of Option by Framedia Investment, each of the Shareholders shall transfer their respective equity in the Century Shenghuo to Framedia Investment and/or other entity or individual designated by it respectively in accordance with the amount required in the Exercise Notice stipulated in Article 3.5. Framedia Investment and other entity or individual designated by it shall pay the Transfer Price to each of the Shareholders who have transferred the Transferred Equity for the Transferred Equity accepted in each Exercise of Option. Framedia Investment shall have the right to elect to pay the purchase price by settlement of certain credits held by it or its affiliates to the shareholders. 3.4 In each Exercise of Option, Framedia Investment may accept the Transferred Equity by itself or designate any third party to accept all or part of the Transferred Equity. 3.5 On deciding each Exercise of Option, Framedia Investment shall issue to the Shareholders a notice for exercising the Call Option (hereinafter the "EXERCISE NOTICE", the form of which is set out as Appendix II hereto). The Shareholders shall, upon receipt of the Exercise Notice, forthwith transfer all the Transferred Equity in accordance with the Exercise Notice to Framedia Investment and/or other entity or individual designated by Framedia Investment in such method as described in Article 3.3 herein. 5 3.6 The Shareholders hereby severally undertake and guarantee that once Framedia Investment issues the Exercise Notice in respect to the specific Transferred Equity of the Century Shenghuo held by it: (1) it shall immediately hold or request to hold a shareholders' meeting of the Century Shenghuo and adopt a resolution through the shareholders' meeting, and take all other necessary actions to agree to the transfer of all the Call Option to Framedia Investment and/or other entity or individual designated by it at the Transfer Price and waive the possible preemption; (2) it shall immediately enter into an equity transfer agreement with Framedia Investment and/or other entity or individual designated by it for transfer of all the Transferred Equity to Framedia Investment and/or other entity or individual designated by it at the Transfer Price; and (3) it shall provide Framedia Investment with necessary support (including providing and executing all the relevant legal documents, processing all the procedures for government approvals and registrations and bearing all the relevant obligations) in accordance with the requirements of Framedia Investment and of the laws and regulations, in order that Framedia Investment and/or other entity or individual designated by it may take all the Transferred Equity free from any legal defect. 3.7 At the meantime of this Agreement, the Shareholders shall respectively enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the form of which is set out as Appendix III hereto), authorizing in writing any person designated by Framedia Investment to, on behalf of such Shareholder, to enter into any and all of the legal documents in accordance with this Agreement so as to ensure that Framedia Investment and/or other entity or individual designated by it take all the Transferred Equity free from any legal defect. Such Power of Attorney shall be delivered for custody by Framedia Investment and Framedia Investment may, at any time if necessary, require the Shareholders to enter into multiple copies of the Power of Attorney respectively and deliver the same to the relevant government department. ARTICLE 4 - REPRESENTATIONS AND WARRANTIES 4.1 Each of the Shareholders hereby severally represents and warrants in respect to it self and the Century Shenghuo in which he holds equity as follows: 4.1.1 Each of the Shareholders is Chinese citizen with full capacity and is a person with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a litigant party. 6 4.1.2 This Agreement is executed and delivered by the Shareholders legally and properly. This Agreement constitutes the legal and binding obligations on the Shareholders and is enforceable on it in accordance with its terms and conditions. 4.1.3 The Shareholders are the enrolled legal owner of the Option Equity as of the effective date of this Agreement, and except the rights created by this Agreement, the Equity Pledge Agreement (the "EQUITY PLEDGE AGREEMENT") and the Shareholders' Voting Rights Proxy Agreement (the "PROXY AGREEMENT" entered into by the Shareholders, Century Shenghuo and Framedia Investment January 13 2006, there is no lien, pledge, claim and other encumbrances and third party rights on the Option Equity. In accordance with this Agreement, Framedia Investment and/or other entity or individual designated by it may, after the Exercise of Option, obtain the proper title to the Transferred Equity free from any lien, pledge, claim and other encumbrances and third party rights. 4.1.4 Century Shenghuo shall obtain complete Business Permits as necessary for its operations upon this Agreement taking effect, and Century Shenghuo shall have sufficient rights and qualifications to operate within PRC the businesses of advertising and other business relating to its current business structure. Century Shenghuo has conducted its business legally since its establishment and has not incurred any cases which violate or may violate the regulations and requirements set forth by the departments of commerce and industry, tax, culture, news, quality technology supervision, labor and social security and other governmental departments or any disputes in respect of breach of contract. ARTICLE 5 - UNDERTAKINGS BY THE SHAREHOLDERS 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Century Shenghuo is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. In case of the expiration of term of operation of the Century Shenghuo during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall take all necessary measure to extend the term of operation of the Century Shenghuo to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Framedia Investment, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option 7 Equity; 5.2.2 it shall not increase or decrease the Century Shenghuo Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Century Shenghuo to dispose of any of the Century Shenghuo Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Century Shenghuo to terminate any Material Agreements entered into by Century Shenghuo, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Century Shenghuo to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Century Shenghuo to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Century Shenghuo shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Century Shenghuo or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Century Shenghuo shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis; and 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Century Shenghuo, and ensure that the operations of Century Shenghuo are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which 8 might harm the Century Shenghuo Assets or its credit standing or affect the validity of the Business Permits of Century Shenghuo. 5.4 The Century Shenghuo undertakes that, before Framedia Investment's Exercise of Option and acquire all equity of the Century Shenghuo, the Century Shenghuo shall not do the following: 5.4.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Century Shenghuo, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to Framedia Investment and approved by Framedia Investment in writing); 5.4.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to Framedia Investment and approved by Framedia Investment in writing); 5.4.3 release any dividend or share profit to the Personal Shareholders or cause the Century Shenghuo to do so in any form. ARTICLE 6 - CONFIDENTIALITY 6.1 Notwithstanding the termination of this Agreement, the Shareholders shall be obligated to keep in confidence the following information (hereinafter collectively the "CONFIDENTIAL INFORMATION"): (i) information on the execution, performance and the contents of this Agreement; (ii) the commercial secret, proprietary information and customer information in relation to Framedia Investment known to or received by it as the result of execution and performance of this Agreement; and (iii) the commercial secrets, proprietary information and customer information in relation to Century Shenghuo known to or received by it as the shareholder of Century Shenghuo. The Shareholders may use such Confidential Information only for the purpose of performing its obligations under this Agreement. No Shareholders shall disclose the above Confidential Information to any third parties without the written consent from Framedia Investment, or they shall bear the default liability and indemnify the losses. 9 6.2 Upon termination of this Agreement, both Shareholders shall, upon demand by Framedia Investment, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information. 6.3 Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement. ARTICLE 7 - TERM OF AGREEMENT 7.1 Limited by the Article 8.2 and 8.3 of this Agreement, this Agreement shall take effect as of the date of formal execution by the Parties with the term of twenty (20) years, unless the Parties terminate the Agreement with the written agreement in advance, or the Parties terminate the Agreement in accordance with section 10.1 of this Agreement. Upon the expiration of this Agreement, the Agreement will be automatically renewed for one (1) year, unless Framedia Investment gives the other Parties written notice of its intention not renew at least thirty (30) days prior to expiration. 7.2 Regardless otherwise stipulated in this Agreement, the event that Shareholders transfer the equity interest they hold in Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd (with its registered address at F Room 1003, No.1027, Changning Road, Changning District, Shanghai) and Shanghai Focus Media Co., Ltd (with its registered address at Room A65, 28 Floor, No.369, Jiangsu Road, Changning District, Shanghai) shall not constitute a breach to this Agreement, provided that the Shareholders cause Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co., Ltd to simultaneously execute an agreement with Framedia and Century Shenghuo in the same content and form with this Agreement upon the completion of the above transfer. 7.3 During the term of this Agreement, should the term of operation of any Century Shenghuo terminate by any reason; this Agreement to such Century Shenghuo and its shareholders (to the extent that it acts as the shareholder of such Century Shenghuo) will be terminated. ARTICLE 8 - NOTICE 8.1 Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party. 8.2 The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile; it shall be 10 deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail. ARTICLE 9 - LIABILITY FOR BREACH OF CONTRACT 9.1 The Parties agree and confirm that, if any party (hereinafter the "DEFAULTING PARTY") breaches substantially any of the provisions herein or omits substantially to perform any of the obligations hereunder, or fails substantially to perform any of the obligations under this Agreement, such a breach or omission shall constitute a default under this Agreement (hereinafter a "DEFAULT"), then non-defaulting Party shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of non-defaulting Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then non-defaulting Party shall have the right at its own discretion to select any of the following remedial measures: (1) to terminate this Agreement and require the Defaulting Party to indemnify it for all the damage; or (2) mandatory performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage. 9.2 The Parties agree and confirm that in no circumstances shall the Shareholders request the termination of this Agreement for any reason, except otherwise stipulated by law or this Agreement. 9.3 Notwithstanding any other provisions herein, the validity of this Article shall stand disregarding the suspension or termination of this Agreement. ARTICLE 10 - MISCELLANEOUS 10.1 This Agreement shall be prepared in the Chinese language in five (5) original copies, with each involved Party holding one (1) copy hereof. 10.2 The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to PRC Law. 10.3 Any disputes arising hereunder and in connection herewith shall be settled through consultations among the Parties to the dispute, and if the Parties to the dispute cannot reach an agreement regarding such disputes within [thirty (30)] 11 days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration award shall be final and binding on all Parties to the dispute. 10.4 Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party. 10.5 Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter the "PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party's Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party's Rights. 10.6 The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof. 10.7 Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof. 10.8 Upon execution, this Agreement shall substitute any other legal documents previously executed by the Parties on the same subject. 10.9 Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement. Notwithstanding the preceding sentence, considering that the rights and obligations of each of the Shareholders hereunder are independent and severable from each other, in case the amendment or supplement to this Agreement is intended to have impact upon one of the Shareholders, such amendment or supplement requires the approval of such Shareholder only and it is not required to obtain the approval from the other ones of the Shareholders (to the extent the amendment or supplement do not have impact upon such other Shareholders). 10.10 Without prior written consent by Framedia Investment, the Shareholders shall not transfer to any third party any of its right and/or obligation under this Agreement, Framedia Investment shall have the right to transfer to any third party designated by it any of its right and/or obligation under this Agreement after notice to the Shareholders. 12 10.11 This Agreement shall be binding on the legal successors of the Parties. [The remainder of this page is left blank] 13 IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement to be executed as of the date and in the place first here above mentioned. LEI LIU Signature: /s/ Lei Liu ----------------------------- YONG SHI Signature: /s/ Yong Shi ----------------------------- SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD (chop) Signature by: /s/ Zhi Tan -------------------------- Name: Zhi Tan Position: Legal Representative GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD (chop) Signature by: /s/ Lei Liu -------------------------- Name: Lei Liu Position: Legal Representative 14 APPENDIX I: FORMAT OF THE OPTION EXERCISE NOTICE To: [Name of the Shareholder(s)] As our company and you/your company signed an Call Option Agreement as of January 13 2006, (hereinafter the "OPTION AGREEMENT"), and reached an agreement that you/your company shall transfer the equity you/your company hold in Guangdong Century Shenghuo Advertisement Co., Ltd (hereinafter the "CENTURY SHENGHUO") to our company or any third parties designated by our company on demand of our company to the extent as permitted by PRC Law and regulations, Therefore, our company hereby gives this Notice to you as follows: Our company hereby requires to exercise the Call Option under the Option Agreement and [our company] / [name of company/individual] designated by our company shall accept the equity you/your company hold accounting for ______% of Century Shenghuo Registered Capital (hereinafter the "PROPOSED ACCEPTED EQUITY"). You/Your company is required to forthwith transfer all the Proposed Accepted Equity to [our company] / [name of designated company/individual] upon receipt of this Notice in accordance with the agreed terms in the Option Agreement. Best regards, SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD (Chop) Authorized Representative: ------------- Date: ---------------------------------- 15 APPENDIX III: FORM OF THE POWER OF ATTORNEY I, __________________, hereby irrevocably entrust __________________ [with his/her identity card number of __________________], as the authorized representative of mine, to sign the Equity Transfer Agreement and other relevant legal documents between me and ______________ regarding the Equity Transfer of Guangdong Century Shenghuo Advertisement Co., Ltd. Signature: ----------------------------- Date: ---------------------------------- 16