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Contract - XINHUA SPORTS & ENTERTAINMENT LTD - 2-21-2007

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Contract - XINHUA SPORTS & ENTERTAINMENT LTD - 2-21-2007 Powered By Docstoc
					EXHIBIT 99.3 Translation CONTRACT Party A: Zhou Mo Wen Hui Magazine Party B: Guangzhou Jingyu Culture Development Co., Ltd. Through amicable negotiation on the basis of equality and mutual benefit, the parties have reached the following agreement in connection with cooperation on Zhou Mo Wen Hui: I. Party A's Responsibilities, Obligations and Rights 1. Party A entrusts Party B to coordinate and support the preliminary collection, editing and proofreading over the contents in each issue of publications (with a total of 24 issues a year, supplements excluded) of Zhou Mo Wen Hui within the contact term; entrusts Party B to carry out printing and production of the contents, formats, and covers of the aforesaid publications; and authorizes Party B to autonomously carry out the printing, issuing and advertising business of each publication of Zhou Mo Wen Hui within the contract term under the precondition that Party B complies with state policies and statutes and undertakes all related economic, social and legal obligations thereof. 2. Party A is entitled to the final review, final proofreading and final revision of all articles (four-cover, format, advertisement, copyright recording included). Party B shall send the review letter enclosed in the email to Party A (letter sample shall be sent by express mail afterwards), and Party B should respect the opinions of Zhou Mo Wen Hui on the supplement and deletion of articles, editing and amendments to articles. Party A shall finish the final review within one day after receiving the email of all articles and fax the signed review letter to Party B for confirmation. Without the examination by Party A, articles are forbidden to deliver for printing. Otherwise the contract shall be terminated and Party B shall be held liable to all the consequences. 3. Party A shall provide corresponding documents for printing and issuing Zhou Mo Wen Hui within the contract term. 4. The production and operation right of Zhou Mo Wen Hui' s supplement within the contract term belongs to Party A. It should be discussed and decided by both parties if Party B plans to carry out related works. II. Party B's Responsibilities, Obligations and Rights

1. Party B has the right to autonomously carry out various kinds of work entrusted or authorized by Party A. Party B shall bear all the expenditures for equipment, places, materials (office facilities, computer consumables, printing paper etc.), labor cost (contribution fee, design fee, staff salary, bonus, and welfare, pre-print production) and printing to carry out the work, and undertake all the economic, social and legal obligations concerning the taxation of various jobs and businesses and the disputable problems including settlement of copyright, advertisement, taxation, trademark right that might arise. Party B's work shall comply with the state policies and laws of China, and author remuneration shall be timely paid as according to state standards. 2. The articles submitted to Party A for final examination should meet the state publishing standards completely, with the words error rate not exceeding one ten-thousandth. 3. From October 2005 to December 2005, Party B will pay Party A the expense of RMB twelve thousand even (RMB 12,000) for final review, editing and proofreading job, and expenses of RMB fifty-four thousand seven hundred and fifty even (RMB 54,750) for production, operation and development job, and the aforesaid sum shall be once and for all prior to September 10, 2005. From Year 2006 to Year 2020, Party B shall pay RMB forty-eight thousand even (RMB 48,000) to Party A for final review, editing, and proofreading job each year; From Year 2006 to Year 2010, Party B shall pay RMB two hundred and twenty thousand even (RMB 220,000) to Party A for production, operation and development job each year; From Year 2011 to Year 2015, Party B shall pay RMB two hundred and fifty thousand even (RMB 250,000) to Party A for production, operation and development job each year; From Year 2016 to Year 2020, Party B shall pay RMB three hundred thousand even (RMB 300,000) to Party A for production, operation and development job each year. The above-mentioned expenses for final review, editing, and proofreading, and production, operation and development job for each year shall be paid off in two equal installments on December 1st of previous year and June 1st of that year, i.e. each installment accounts for 50% of the total sum for the year. Regarding Zhou Mo Wen Hui, from the date the contract comes into force, all the profit generated from the operation by Party B, except for the agreed sum to be turned in to Party A, shall belong to Party B; in case of deficit occurred within the contract term, all the deficit shall be shouldered by Party B, while the payments to Party A shall be fully paid on schedule. 4. Party B shall offer 100 samples of each issue of Zhou Mo Wen Hui to Party A and should deliver them from Guangzhou to Yinchuan within 3 days from the date of printing completion with postages covered by Party B. 5. Party B is not allowed to carry out any other production and operation

activities related to Zhou Mo Wen Hui without permission of Party A. III. Cooperation Term: From October 2005 to December 2020. IV. Contract Modification, Liability for Breach of Contract and Dispute Settlement 1. Both parties should reach common ground regarding the amendments, modification or cancellation of contract, and should reach a written resolution. 2. Within the cooperation period, in the case that this contract cannot be completely fulfilled due to breach of either party, the breaching party should inform the breached party in writing six months in advance, so that the breached party can look for new partner and cooperation mode. V. The contract is made in two counterparts. The contract shall come into force upon the signatures and seals affixed by both parties. Party A: Zhou Mo Wen Hui Magazine House [Company chop of Zhou Mo Wen Hui Magazine House]
/s/ ---------------------------------------Date: August 8, 2005

Party B: Guangzhou Jingyu Culture Development Co., Ltd. [Company chop of Guangzhou Jingyu Culture Development Co., Ltd.]
/s/ ---------------------------------------Date: August 8, 2005

EXHIBIT 99.4 DATED 15TH DECEMBER 2001 CHINA ECONOMIC INFORMATION SERVICE OF XINHUA NEWS AGENCY AND XINHUA FINANCIAL NETWORK LIMITED

CONTENT LICENSE AGREEMENT SUPPLEMENT TO THE EXCLUSIVE BROADCASTING AGREEMENT

BAKER & McKENZIE 14th Floor Hutchison House 10 Harcourt Road Hong Kong Tel: 2846-1888 Fax: 2845-0476

CONTENT
Clause -----1. Definitions and Interpretation....................................... 2. Grant of Rights...................................................... 3. Delivery of Content.................................................. 4. Consideration........................................................ 5. Representations and Warranties....................................... 6. Indemnity............................................................ 7. Term................................................................. 8. Termination.......................................................... 9. Further Assurance.................................................... 10. Entire Agreement; Amendments......................................... 11. Severance............................................................ 12. No Waiver............................................................ 13. Costs And Expenses................................................... 14. Counterparts......................................................... 15. Notice............................................................... 16. Governing Law And Arbitration........................................ Execution................................................................ Page ---1 2 3 3 4 4 5 5 6 6 6 6 6 6 6 7 8

Schedule 1 - Contents -i-

THIS AGREEMENT is made the 15th day of December 2001. BETWEEN (1) CHINA ECONOMIC INFORMATION SERVICE OF XINHUA NEWS AGENCY, the organisation within the Xinhua News Agency that is responsible for news and information operations and business, registered in the People's Republic of China with offices at 57 Xuanwumen Xidajie, Beijing, the People's Republic of China ( "CEIS"); and (2) XINHUA FINANCIAL NETWORK LIMITED, a company incorporated in Hong Kong whose registered office is at Room 2003-4, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong ("XFN"), (collectively referred to as "PARTIES"; individually, a "PARTY"). WHEREAS: (A) CEIS is the owner and distributor of certain content of Xinhua News Agency relating to financial and economic information; (B) CEIS wishes to appoint XFN as its licensee to distribute the content to users throughout the world in accordance with the terms and conditions of this Agreement. IT IS HEREBY AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the context otherwise requires the following words shall have the following meaning:
"AFFILIATES" means any company, corporation, partnership, joint venture or other entity that directly or indirectly controls, is controlled by or is under common control with XFN; means real-time economic news including articles, reports, data, information and such materials that have or have been and/or will be published from time to time and that is or will be in the possession or control of CEIS from time to time, in respect of the subject matters as more particularly described in Schedule 1; means 18 May 2000; means patents, trade marks, service marks, trade names, design rights (whether registrable or not), any applications for the foregoing, copyright and other assignable intellectual property

"CONTENT"

EFFECTIVE DATE "INTELLECTUAL PROPERTY RIGHTS"

-1-

rights (whether registrable or not) in any country, including but not limited to the format, layout, and the look and feel of any of the Content; "TERM" "TERRITORY" means the term as set out in Clause 7; and means the world excluding the People's Republic of China.

1.2 Words importing the singular number shall include the plural and vice versa. 1.3 Words importing any particular gender shall include all other genders. 1.4 References in this Agreement to Clauses and Schedules are to clauses of and schedules to this Agreement except where otherwise expressly stated. 1.5 Headings are used in this Agreement for the convenience of the Parties only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the Clauses or Schedules to which they relate. 2. GRANT OF RIGHTS 2.1 Exclusive Rights in the Territory: CEIS hereby grants XFN and its Affiliates an exclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the Territory: (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in media now or hereafter known. 2.2 Non-exclusive Rights in the People's Republic of China: CEIS hereby grants XFN and its Affiliates a nonexclusive license (free of all third-party liens, claims and encumbrances) to, and to permit others to, during the Term in the People's Republic of China: (a) store or cache the Content in one or more host computers controlled directly or indirectly by XFN or its Affiliates; (b) adapt, translate, modify, reproduce, copy, amend, revise or encode the Content; and (c) publish, broadcast, distribute, re-distribute, transmit, display, make available to the public or otherwise exploit the Content in any manner by any device or in -2-

media now or hereafter known. During the Term, CEIS agrees not to appoint any other licensees for the distribution of the Content in the People's Republic of China. 2.3 The Intellectual Property Rights to use "Xinhua" as the first name of XFN and its affiliates world-wide. 2.4 All Intellectual Property Rights and other proprietary rights in any translated, amended, revised or updated Content independently created by XFN ("AMENDED CONTENT") shall automatically vest in XFN. 2.5 XFN and/or its Affiliates have the right at any time to suspend or cease distributing or making the Content available to the public. 2.6 XFN and/or its Affiliates are entitled to publish or distribute content of any third party where such content is similar to or competitive with the Content. 2.7 XFN and/or its Affiliate(s) shall have the right to charge users to access or view the Content and/or sublicense the Content to third parties for re-distribution to users. Revenues generated thereby shall be for the account of XFN or its Affiliates, and CEIS shall not be entitled to, nor make any action, claim or demand in relation thereto. XFN's only payment obligation to CEIS in consideration of the rights granted pursuant to this Clause 2 is set forth in Clause 4. 2.8 XFN does not intend and is not under any obligation to edit or review the Content licensed herein for accuracy or appropriateness or compliance with any applicable laws or regulations. 3. DELIVERY OF CONTENT 3.1 During the Term of this Agreement, CEIS shall supply the Content of XFN by such means of delivery or transmission as may be reasonably required by XFN including by online transmission. 3.2 CEIS shall use its best endeavours to ensure that the Content is made available to XFN on a continuous, uninterrupted real-time basis. 4. CONSIDERATION 4.1 In consideration of the rights and obligations of the Parties, XFN shall pay to CEIS US$1.1 million (United States Dollars One Million and One Hundred Thousand) for a term of twenty (20) years, in cash or such other consideration as the Parties may agree. The payment schedule shall be by five (5) instalments of US$220,000 each. The first instalment will be effect on condition that XFN can raise at least US$1.1 million additional funding in 2002. -3-

5. REPRESENTATIONS AND WARRANTIES 5.1 CEIS represents and warrants to XFN that during the Term of this Agreement: (a) CEIS is and shall remain entitled to grant to XFN the license to use the Content and other rights contained herein, free of all third-party liens, claims and encumbrances; (b) use of any Content by XFN in the manner contemplated by this Agreement does not and will not infringe any Intellectual Property Rights or other proprietary rights of any third party; (c) neither the Content nor any part thereof contains anything which is obscene, indecent, seditious, offensive, defamatory, threatening, liable to incite racial hatred, discriminatory, menacing or in breach of confidence; (d) the Content complies with and will comply with all applicable laws and regulations; (e) with respect to the provision of the Content, CEIS has acquired all requisite licenses, permissions and clearances for XFN to exercise the rights granted herein; (f) the Content is and will be reasonably accurate at the time of each delivery to XFN; (g) CEIS is a statutory body with legal person status validly existing under the laws of the People's Republic of China, being its jurisdiction of organization, and the execution, delivery and performance of this Agreement for and on its behalf has been duly and properly authorised by all required action, and Mr. Wang Zhongming, the Legal Representative of CEIS has been duly authorised to execute and deliver this Agreement for and on behalf of CEIS; (h) this Agreement is a valid and binding legal obligation enforceable against it in accordance with its terms; and (i) the execution, delivery and performance of this Agreement by it does not and will not: (i) require any authorization, consent, filing, registration or notice of or with any government agency in the People's Republic of China or Hong Kong; or (ii) result in any violation or breach of any agreement, obligation or order to which it is a party or to which it is subject. 6. INDEMNITY -4-

6.1 CEIS shall fully indemnify XFN and hold XFN harmless from and against any and all costs, expenses, loss, damages, liabilities, claims and proceedings which may be incurred or suffered by or taken against XFN in relation to: (a) the exercise by XFN of the rights granted herein; and (b) any breach by CEIS of any provision of this Agreement or any act, default, omission or negligence of any nature on the part of CEIS and any of CEIS's officers, employees or agents and otherwise howsoever in connection with the rights hereby granted. 7. TERM 7.1 This Agreement shall take effect from the Effective Date and continue in full force and effect for twenty (20) years thereafter, unless otherwise terminated in accordance with Clause 8. 7.2 This Agreement may be renewed for an additional term of ten (10) years by notice in writing given by XFN to CEIS at the expiry of the Term, for a consideration to be mutually agreed. 8. TERMINATION 8.1 XFN may terminate this Agreement by giving thirty (30) days written notice to the CEIS. 8.2 Either Party may terminate this Agreement: (a) if the other Party commits a material breach of this Agreement which is not capable of being remedied; (b) if the other Party commits a material breach of this Agreement which is capable of being remedied but not remedied within thirty (30) days upon receiving written notice from the non-breaching party requiring remedy; and (c) if the other Party becomes insolvent or bankrupt. 8.3 Upon termination of the Agreement: (a) CEIS shall terminate the transmission of the Content with immediate effect; and (b) in the event that this Agreement is terminated prior to the expiry of the Term, XFN shall recover any sums paid to CEIS in advance for the unexpired Term of this Agreement, together with interest from the date those sums were paid until the date of full refund. -5-

9. FURTHER ASSURANCE Each Party agrees, at its own expense, to take any further action and to execute any further documents or instruments as the other Party may reasonably request to give effect to the transactions contemplated by, and to the terms of, this Agreement. In particular, and without limiting the foregoing, the Parties agree to amend this Agreement as may be necessary to comply with applicable laws, including without limitation the laws of the People's Republic of China. 10. ENTIRE AGREEMENT; AMENDMENTS This Agreement constitutes the entire agreement between CEIS and XFN and supersedes any prior written or oral agreement between them in relation to its subject matter. Any amendment of this Agreement shall be in writing and signed by CEIS and XFN. 11. SEVERANCE If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. 12. NO WAIVER Failure of either Party to require strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that either Party shall have and shall not be deemed a waiver of any subsequent default of terms and conditions thereof. 13. COSTS AND EXPENSES Each party shall bear its own costs (including but not limited to legal costs) and disbursements of and incidental to the preparation, negotiation and execution of this Agreement and all ancillary documentation. 14. COUNTERPARTS This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. 15. NOTICE Each notice, demand or other communication given or made under this Agreement shall -6-

be in writing and delivered or sent to the relevant Party's Managing Director or General Manager at its aforesaid address (or such other address as the addressee may specify by five days' prior written notice to the other Party). Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered (a) if given or made by letter by hand, when actually delivered to the relevant address against receipt; (b) if given or made by letter by post, two business days after posting; and (c) if given or made by fax, when dispatched and received in good order. 16. GOVERNING LAW AND ARBITRATION 16.1 The English language version shall prevail in the event of any discrepancy between the interpretation of the English and the Chinese versions of this Agreement. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong 16.2 The Parties shall attempt to resolve any dispute, controversy or claim arising out of this Agreement through good faith consultation and negotiations. If the Parties fail to resolve the dispute through negotiation, such dispute shall be referred to and be resolved by arbitration in accordance with the UNCITRAL Arbitration Rules as may be amended from time to time. The place of arbitration shall be in Hong Kong. The language to be used in the arbitral proceedings shall be English. There shall be one arbitrator to be agreed by Parties. If the Parties are unable to agree on an arbitrator, the International Chamber of Commerce shall appoint one. -7-

IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.
SIGNED BY ) ) for and on behalf of ) CHINA ECONOMIC INFORMATION ) SERVICE OF XINHUA NEWS ) AGENCY ) in the presence of:) ) ) /s/ ) ---------------------------

/s/ ----------------------------------

) ) for and on behalf of ) XINHUA FINANCIAL NETWORK ) LIMITED ) in the presence of:) ) ) /s/ ) ---------------------------

SIGNED BY

/s/ ----------------------------------

-8-

SCHEDULE 1 - CONTENT -9-

EXHIBIT 99.5 Commerce & Finance Law Offices 6F NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add:beijing@tongshang.com Website: www.tongshang.com.cn February 21, 2007 Xinhua Finance Media Limited Rooms 3905-3909, Tower 1, Grand Gateway 1 Hongqiao Lu, Shanghai 200030 People's Republic of China Dear Sirs: We are qualified lawyers of the People's Republic of China ("PRC") and are qualified to issue an opinion on the laws and regulations of the PRC. We have acted as PRC counsel for Xinhua Finance Media Limited (the "COMPANY"), a company incorporated under the laws of the Cayman Islands, in connection with (i) the Company's Registration Statement on Form F-1, including all amendments or supplements thereto (the "REGISTRATION STATEMENT"), filed with Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended relating to the offering ("OFFERING") by the Company and certain selling shareholders of 23,076,923 American Depositary Shares ("ADSs"), each of which represents two common shares of the Company and (ii) the Company's proposed listing of its ADSs on the Nasdaq Global Market. We have been requested to give this opinion on, inter alia, the legal ownership structure of the PRC GROUP COMPANIES as defined below and the legality and validity of the arrangements under the relevant agreements referenced in Appendix II hereto (the "RESTRUCTURING AGREEMENTS"). In so acting, we have examined the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents submitted to us as copies. We have also assumed the documents as they were presented to us up to the date of this legal opinion and that none of the documents has been revoked, amended, varied or supplemented. We have further assumed the accuracy and completeness of all factual statements in the documents. Where important facts were not independently established to us, we have relied upon certificates issued by governmental agents and representatives of the Company with proper authority and upon representations, made in or pursuant to the Agreements. 1

The following terms as used in this opinion are defined as follows: (a) "GOVERNMENTAL AGENCIES" mean any court, governmental agency or body or any stock exchange authorities of the PRC; (b) "GOVERNMENTAL AUTHORIZATIONS" mean all approvals, consents, waivers, sanctions, authorizations, filings, registrations, exemptions, permissions, endorsements, annual inspections, qualifications and licenses required by Governmental Agencies; (c) "MATERIAL ADVERSE EFFECT" means a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and the PRC Group Companies taken as a whole; (d) "PRC LAWS" mean all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, subordinary legislations of the PRC (other than the laws of the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province); (e) "PRC GROUP COMPANIES" mean the PRC Subsidiaries and the PRC Affiliated Entities which are listed and whose abbreviations are defined in the Appendix I; (f) "PRC SUBSIDIARIES" mean Jia Luo Business Consulting (Shanghai) Co., Ltd., New China Media (Shanghai) Co., Ltd., EconWorld (Shanghai) Co., Ltd., Active Advertising (Guangzhou) Co., Ltd., Zhongxi Taihe Culture Consultation (Shanghai) Co., Ltd., Financial World (Shanghai) Co., Ltd., Xinhua Finance Media (Beijing) Co., Ltd., Xinhua Finance Media (Shanghai) Co., Ltd., and Hyperlink Network Data (Shanghai) Co., Ltd. (each a "PRC SUBSIDIARY", collectively "PRC Subsidiaries"); (g) "PRC VIEs" mean Shanghai Yuan Zhi Advertising Co., Ltd., Beijing Century Media Advertising Co., Ltd., Guangzhou Jingshi Culture Intermediary Co., Ltd., Beijing Taide Advertising Co., Ltd., Beijing Xintai Huade Advertising Co., Ltd. and Shenzhen Active Trinity Advertising Co., Ltd. (each a "PRC VIE", collectively "PRC VIEs"); (h) "PRC AFFILIATED ENTITIES" mean the PRC VIEs and Beijing Perspective Orient Movie & Television Intermediary Co., Ltd., Beijing Perspective Orient Advertising Co., Ltd., Beijing Pioneer Media Advertising Co., Ltd., Beijing Century Media Culture Co., Ltd., Beijing Century Workshop Communications Co., Ltd., Beijing Golden Ways Animation Manufacturing Co., Ltd., Shanghai Heyuan Movie and Culture Co., Ltd., Beijing Jingguan Xincheng Advertising Co., Ltd., Beijing Jingshi Jingguan Advertising Co., Ltd., Beijing Qian Nuo Advertising Co., 2

Ltd., Shangtuo Zhiyang International Advertising (Beijing) Co., Ltd., Beijing Longmei Television and Broadcast Advertising Co., Ltd., Beijing Jinlong Runxin Advertising Co., Ltd., Shanghai Yuanxin Advertising Intermediary Co., Ltd., Shanghai Hyperlink Market Research Co., Ltd., and Guangzhou Hyperlink Market Research Co., Ltd. (each of them a "PRC AFFILIATED ENTITY", Collectively "PRC Affiliated Entities"); and (i) "PROSPECTUS" means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement. Based on the foregoing, we are of the opinion that: (i) Each of the PRC Group Companies has been duly incorporated and is validly existing as either a wholly foreign-owned enterprise with limited liability or a limited liability company as applicable under the PRC Laws and its business license is in full force and effect; all of the equity interests of each of the PRC Group Companies are owned by the entities or individuals respectively as set out in the Appendix I, and to the best of our knowledge after due and reasonable inquiries, except for the pledge and option on the equity interests of the VIEs under the Restructuring Agreements, such equity interests are free and clear of all liens, encumbrances, security interest, mortgage, pledge, equities or claims or any third-party right; All the required amount of the registered capital of each of the PRC Group Companies has been paid in in accordance with the relevant PRC Laws or the relevant Articles of Association; the articles of association of each of the PRC Group Companies comply with the requirements of applicable PRC Laws and are in full force and effect. (ii) Each of the PRC Group Companies has full corporate right, power and authority, and except as described in the Prospectus, has all necessary Governmental Authorizations of and from, and has made all necessary declarations and filings with, all governmental agencies to own, lease, license and use its properties, assets and conduct its business in the manner described in the Prospectus and such Governmental Authorizations contain no materially burdensome restrictions or conditions not described in the Prospectus; to the best of our knowledge after due and reasonable inquiries, none of the PRC Group Companies has any reason to believe that any regulatory body is considering modifying, suspending or revoking any such Governmental Authorizations and each of the PRC Group Companies is in compliance with the provisions of all such Governmental Authorizations in all material respects. 3

(iii) The ownership structure of the PRC Group Companies as set forth in the Prospectus under the caption "Corporate Structure", complies with current PRC Laws; the transactions conducted in the PRC involving PRC Group Companies or the shareholders of each of the PRC Affiliated Entities relating to the establishment of such ownership structure complies with current PRC Laws; to the best of our knowledge after due and reasonable inquires, the PRC Group Companies' business and operations comply in all material respects with the PRC Laws and no consent, approval or license other than those already obtained is required under the existing PRC Laws for such ownership structures, businesses and operations. (iv) Each of the PRC Subsidiaries, PRC VIEs and shareholders of the PRC VIEs has full power and authority to enter into and perform its obligations under each of the Restructuring Agreements to which it is a party; and each of the PRC Subsidiaries and PRC VIEs has taken all necessary corporate action to authorize the execution, delivery and performance of, and has authorized, executed and delivered, each of the Restructuring Agreements to which it is a party; and each of the Restructuring Agreements constitutes a valid and legally binding obligation to each party of the Restructuring Agreements under the PRC Laws, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (v) Each of the Restructuring Agreements does not and the execution and delivery by each of the PRC Subsidiaries, the PRC VIEs and the shareholders of the PRC VIEs of, and the performance by each of the PRC Subsidiaries, the PRC VIEs and the shareholders of the PRC VIEs of its obligations thereunder, and the consummation by each of the PRC Subsidiaries, the PRC VIEs and the shareholders of the PRC VIEs of the transactions contemplated therein will not: (A) to the best of our knowledge after due and reasonable inquiries, conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument governed by the PRC Laws to which any of the PRC Subsidiaries or PRC VIEs is a party or by which any of such entities is bound or to which any of the properties or assets of such entities is bound or to which any of the properties or assets of xuch entities is subject, except for such conflict, breach, violation or default that would not be reasonably expected to have a Material Adverse Effect; (B) as to any PRC Subsidiary or PRC VIE, result in any violation of the provisions of its articles of association or business license or any material Governmental Authorization granted by any Governmental Agency; (C) result in any violation of any of the PRC Laws. 4

(vi) Each of the Restructuring Agreements is, and all the Restructuring Agreements taken as a whole are, legal, valid, enforceable and admissible as evidence under the PRC Laws and is binding on the respective parties thereto; Each of the Restructuring Agreements is in proper legal form under the PRC Laws for the enforcement thereof against each of the PRC Subsidiaries, the PRC VIEs and the shareholders of each of the PRC VIEs, as the case may be, in the PRC without further action by any of the PRC Subsidiaries or the PRC VIEs or the shareholders of each of the PRC VIEs; and except for the failure to register the pledge under the Equity Pledge Agreement with the relevant registration authorities, which has been disclosed in the Prospectus, all required filings and recordings in respect of the Restructuring Agreements with any Government Agency have been performed to ensure the legality, validity, enforceability or admissibility in evidence of each of the Restructuring Agreements in the PRC. (vii) No Governmental Authorizations are required to be obtained for the performance by any of the parties thereto of their obligations, or for the transactions contemplated under the Restructuring Agreements other than those already obtained; provided, however, any exercise by any PRC Subsidiary of its rights under the Amended and Restated Exclusive Equity Purchase Option Agreement will be subject to: (a) the approval of and/or registration with the Government Agencies in the PRC for the resulting equity transfer if such transfer is to foreign investors or foreign-invested enterprises; and (b) the exercise price for equity transfer under the Restructuring Agreements must comply with relevant PRC Laws. (viii) Each of the business cooperation agreements listed in Appendix III are valid, binding and enforceable, and will not result in any violation of PRC Laws currently in effect. (ix) All dividends and other distributions declared and payable upon the equity interests in the PRC Subsidiaries in accordance with PRC Laws may under the current PRC Laws be paid to the direct shareholders of the PRC Subsidiaries in Renminbi that may be converted into U.S. dollars and freely transferred out of the PRC, and all such dividends and other distributions will not be subject to withholding or other taxes under the PRC Laws or require any Governmental Authorization in the PRC. (x) None of the PRC Group Companies is entitled to any immunity from any legal proceedings or other legal process or from enforcement, execution or attachment in respect of their obligations in the transactions contemplated under any of the Restructuring Agreements; 5

(xi) The statements in the Prospectus under "Summary", "Risk Factors", "Enforceability of Civil Liabilities", "Regulation", "Corporate Structure", to the extent that it constitutes matters of PRC Laws or summaries of legal matters of the PRC or legal conclusions in respect of PRC Laws, or summarizes the terms and provisions of the agreements governed by PRC Laws, is correct and accurate in all material respects, and nothing material has been omitted from such statements which would make the same misleading in any respect. (xii) On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission ("CSRC"), and the State Administration of Foreign Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the "New M&A Rule"), which became effective on September 8, 2006. The New M&A Rule purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled 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, pursuant to the New M&A Rule and other PRC laws and regulations, the CSRC, in its official website, promulgated relevant guidance with respect to the issues of listing and trading of domestic enterprises' securities on overseas stock exchanges, including a list of application materials with respect to the listing on overseas stock exchanges by SPVs. Based on our understanding of current PRC Laws, we believe that the New M&A Rule does not require any entity such as the Company, which is not a special purpose vehicle formed or controlled by PRC companies or PRC individuals, and which established PRC subsidiaries by means of direct investment other than by merger or acquisition of PRC domestic companies, to obtain the CSRC approval in connection with its overseas listing, and the CSRC approval is not required in the context of this Offering. No other Governmental Authorizations from Governmental Agencies is required for this offering. (xiii) Under current PRC Laws, the transactions of entering into non-competition agreement with Stephen Xie Wei, Zhao Li and Yu Gang as described in the Prospectus and the acquisition of Shanghai Hyperlink, Jingshi Jingguan and Century Advertising by Beijing Taide, Beijing Taide and Wang Yonghong, as applicable, are separate transactions. This opinion relates to the PRC Laws in effect on the date hereof. 6

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the above-mentioned Registration Statement and to the reference to our firm's name under the sections of the Prospectus entitled "Enforceability of Civil Liabilities", "Corporate Structure" "Regulation", and "Risk Factors" included in the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder. Yours sincerely,
/s/ Commerce & Finance Law Offices Commerce & Finance Law Offices

7

Appendix I: PRC Group Companies
--------------------------------------------------------------------------------------------------------NO COMPANY NAME ABBREVIATE REGISTERED CAPITAL PAID-IN CAPITAL SHARE --------------------------------------------------------------------------------------------------------1. Jia Luo Business Jia Luo US$ 3,200,000 US$ 2,000,000 China Consulting Profi (Shanghai) Co. Ltd. 100% --------------------------------------------------------------------------------------------------------2. New China Media New China US$ 3,100,000 Fully contributed Great (Shanghai) Co., Ltd. Inves --------------------------------------------------------------------------------------------------------3. EconWorld (Shanghai) EconWorld US$ 140,000 Fully contributed EconW Co., Ltd. Shanghai Limit 100% --------------------------------------------------------------------------------------------------------4. Active Advertising Active US$ 300,000 Fully contributed Activ (Guangzhou) Co., Ltd. Advertising Adver Agenc Limit --------------------------------------------------------------------------------------------------------5. Zhongxi Taihe Zhongxi Taihe US$ 3,250,000 Fully contributed Xinhu Culture Consultation Media (Shanghai) Co., Ltd. 100% --------------------------------------------------------------------------------------------------------6. Financial World Financial US$ 210,000 Fully contributed EconW (Shanghai) Co., Ltd. World Shanghai Limit 100% --------------------------------------------------------------------------------------------------------7. Xinhua Finance Media Zhenkun Media US$ 3,000,000 US$500,000 Xinhu (Beijing) Co., Ltd. Media 100% --------------------------------------------------------------------------------------------------------8. Xinhua Finance Media Huaxian US$ 6,800,000 US$6,300,094 Xinhu (Shanghai) Co., Ltd. Media 100% --------------------------------------------------------------------------------------------------------9. Hyperlink Network Hyperlink Data US$ 1,000,000 Fully contributed Hyper Data Co., Ltd. Netwo Inter Limit --------------------------------------------------------------------------------------------------------10. Shanghai Yuan Zhi Yuan Zhi RMB 100,000 Fully contributed Wan J Advertising Co. Ltd. Li Gu --------------------------------------------------------------------------------------------------------11. Beijing Pioneer Beijing Camera RMB 100,000 Fully contributed Yuan Media Advertising Co., Ltd. ---------------------------------------------------------------------------------------------------------

8

--------------------------------------------------------------------------------------------------------NO COMPANY NAME ABBREVIATE REGISTERED CAPITAL PAID-IN CAPITAL SHARE --------------------------------------------------------------------------------------------------------12. Beijing Century Century RMB 3,000,000 Fully contributed Wang Advertising Co., Ltd. Advertising 100% --------------------------------------------------------------------------------------------------------13. Beijing Xintai Huade Xintai Huade RMB 5,000,000 Fully contributed Wang Advertising Co., Ltd. Kuang --------------------------------------------------------------------------------------------------------14. Guangzhou Jingshi Guangzhou RMB 1,000,000 Fully contributed Jiang Culture Intermediary Jingshi Wang Co., Ltd. 50% --------------------------------------------------------------------------------------------------------15. Beijing Taide Beijing Taide RMB 10,000,000 Fully contributed Wang Advertising Co., Ltd. 50%; An Li --------------------------------------------------------------------------------------------------------16. Shenzhen Active Active RMB 300,000 Fully contributed Zhang Trinity Advertising Shenzhen 50%; Co., Ltd. An Li --------------------------------------------------------------------------------------------------------17. Beijing Perspective Beijing RMB117,000,000 Fully contributed Centu Orient Movie & Perspective Cultu Television Hunan Intermediary Co., Broad Ltd. Inter Co., --------------------------------------------------------------------------------------------------------18. Beijing Perspective Beijing RMB 1,000,000 Fully contributed Beiji Orient Advertising Perspective Persp Co., Ltd. Advertising 100%; --------------------------------------------------------------------------------------------------------19. Beijing Century Century Media RMB 29,000,000 Fully contributed Beiji Media Culture Co., Culture 100%; Ltd. --------------------------------------------------------------------------------------------------------20. Beijing Century Century RMB 3,000,000 Fully contributed Centu Workshop Workshop Cultu Communications Co., Yu Ga Ltd. Xia H --------------------------------------------------------------------------------------------------------21. Beijing Golden Ways Golden Ways RMB 3,000,000 Fully contributed Centu Animation Cultu Manufacturing Co., Yu Ga Ltd. Xia H ---------------------------------------------------------------------------------------------------------

9

--------------------------------------------------------------------------------------------------------NO COMPANY NAME ABBREVIATE REGISTERED CAPITAL PAID-IN CAPITAL SHARE --------------------------------------------------------------------------------------------------------22. Shanghai Heyuan Shanghai RMB 500,000 Fully contributed Centu Movie and Culture Heyuan Cultu Co., Ltd. Xia H --------------------------------------------------------------------------------------------------------23. Beijing Jingguan Jingguan RMB 5,000,000 Fully contributed Beiji Xincheng Advertising Xincheng 100%; Co., Ltd. --------------------------------------------------------------------------------------------------------24. Beijing Jingshi Jingshi RMB 6,000,000 Fully contributed Jingg Jingguan Advertising Jingguan Xinch Co., Ltd. Beiji 50%; --------------------------------------------------------------------------------------------------------25. Beijing Qiannuo Beijing RMB 1,000,000 Fully contributed Guang Advertising Co., Ltd. Qiannuo Jings --------------------------------------------------------------------------------------------------------26. Shangtuo Zhiyang Shangtuo RMB 5,000,000 Fully contributed Beiji International Zhiyang 80%; Advertising Wang (Beijing) Co., Ltd. --------------------------------------------------------------------------------------------------------27. Beijing Longmei Long Mei RMB 500,000 Fully contributed Beiji Television and 80%; Broadcast Zhang Advertising Co., Zhou Ltd., --------------------------------------------------------------------------------------------------------28. Beijing Jinlong Jing Long RMB 500,000 Fully contributed Beiji Runxin Advertising 80%; Co., Ltd. Zhang Zhou --------------------------------------------------------------------------------------------------------29. Shanghai Yuanxin Shanghai RMB 2,000,000 Fully contributed Beiji Advertising Yuanxin Taide Intermediary Co., Ltd. --------------------------------------------------------------------------------------------------------30. Shanghai Hyperlink Shanghai RMB 4,500,000 Fully contributed Beiji Market Research Co., Hyperlink 100%; Ltd. ---------------------------------------------------------------------------------------------------------

10

--------------------------------------------------------------------------------------------------------NO COMPANY NAME ABBREVIATE REGISTERED CAPITAL PAID-IN CAPITAL SHARE --------------------------------------------------------------------------------------------------------31. Guangzhou Hyperlink Market Research Co., Ltd. Guangzhou Hyperlink RMB 450,000 Fully contributed Shang Hyper

---------------------------------------------------------------------------------------------------------

11

Appendix II: Restructuring Agreements Re: Beijing Taide 1. Amended and Restated Loan Agreement dated September 20, 2006 by and among Active Advertising, Yonghong Wang and Lizhang An; 2. Equity Pledge Agreement dated November 6, 2006 by and among Yonghong Wang, Lizhang An, Active Advertising and Beijing Taide; 3. Amended and Restated Exclusive Equity Purchase Option Agreement dated November 6, 2006 by and among Yonghong Wang, Lizhang An, Active Advertising and Beijing Taide; 4. Amended and Restated Subrogation Agreement dated November 6,2006 by among Yonghong Wang, Lizhang An, Active Advertising and Beijing Taide; and its two appendixes: 4.1 Authorization Letter issued by Lizhang An; 4.2 Authorization Letter issued by Yonghong Wang; 5. Declaration by Spouse of the Borrower Yonghong Wang issued by Jun Yuan; 6. Declaration by Spouse of the Borrower Lizhang An issued by Xuemei Hu; Re: Active Shenzhen 7. Amended and Restated Loan Agreement dated September 20, 2006 by and among Active Advertising, Wenjin Zhang and Lizhang An; 8. Equity Pledge Agreement dated November 6, 2006 by and among Wenjing Zhang, Lizhang An, Active Advertising and Active Shenzhen; 9. Amended and Restated Exclusive Equity Purchase Option Agreement dated November 6, 2006 by and among Wenjin Zhang, Lizhang An, Active Advertising and Active Shenzhen; 10. Amended and Restated Subrogation Agreement dated November 6, 2006 by and among Wenjing Zhang, Lizhang An, Active Advertising and Active Shenzhen; and its two appendixes: 10.1 Authorization Letter issued by Wenjin Zhang; 10.2 Authorization Letter issued by Lizhang An; 12

11. Declaration by Spouse of the Borrower issued by Haichen Song; 12. Declaration by Spouse of the Borrower issued by Xuemei Hu; Re: Century Advertising 13. Amended and Restated Loan Agreement dated September 20, 2006 by and between New China and Yonghong Wang; 14. Amended and Restated Exclusive Equity Purchase Option Agreement dated November 6, 2006 by and among Yonghong Wang, New China and Century Advertising; 15. Equity Pledge Agreement dated November 6, 2006 by and among Yonghong Wang, New China and Century Advertising; 16. Amended and Restated Subrogation Agreement dated November 6, 2006 by and among Yonghong Wang, New China and Century Advertising; and its appendix: 16.1 Authorization Letter issued by Yonghong Wang; 17. Declaration by Spouse of the Borrower issued by Jun Yuan; 18. Service Agreement dated January 23, 2006 by and between New China and Century Advertising. Re: Guangzhou Jingshi 19. Amended and Restated Loan Agreement dated February 15, 2007 by and between Econ World Shanghai and Guibin Jiang; 20. The Second Amended and Restated Exclusive Equity Purchase Option Agreement dated February 15, 2007 by and among Guibin Jiang, Econ World Shanghai and Guangzhou Jingshi; 21. Amended and Restated Equity Pledge Agreement dated February 15, 2007 by and among Guibin Jiang, Econ World Shanghai and Guangzhou Jingshi; 22. Amended and Restated Subrogation Agreement dated February 15, 2007 by and among Guibin Jiang, Econ World Shanghai and Guangzhou Jingshi; and its appendix: 22.1 Authorization Letter issued by Guibin Jiang; 13

23. Loan Agreement dated February 15, 2007 by and between Econ World Shanghai and Yonghong Wang; 24. The Exclusive Equity Purchase Option Agreement dated February 15, 2007 by and among Yonghong Wang, Econ World Shanghai and Guangzhou Jingshi; 25. Equity Pledge Agreement dated February 15, 2007 by and among Yonghong Wang, Econ World Shanghai and Guangzhou Jingshi; 26. Subrogation Agreement dated February 15, 2007 by and among Yonghong Wang, Econ World Shanghai and Guangzhou Jingshi; and its appendix: 26.1 Authorization Letter issued by Yonghong Wang; 27. Declaration by Spouse of the Borrower issued by Jun Yuan; Re: Yuan Zhi 28. Amended and Restated Loan Agreement dated September 20, 2006 by and among Jia Luo, Guangjie Li and Jun Wan; 29. Amended and Restated Exclusive Equity Purchase Option Agreement dated December 6, 2006 by and among Guangjie Li, Jun Wan, Jia Luo and Yuan Zhi; 30. Equity Pledge Agreement dated December 6, 2006 by and among Guangjie Li, Jun Wan, Jia Luo and Yuan Zhi; 31. Amended and Restated Subrogation Agreement dated December 6, 2006 by and among Guangjie Li, Jun Wan, Jia Luo and Yuan Zhi; and its two appendix: 31.1 Authorization Letter issued by Guangjie Li; 31.2 Authorization Letter issued by Jun Wan; Re: Xintai Huade 32. Loan Agreement dated November 2, 2006 by and between Active Advertising and Peiyue Kuang; 33. Exclusive Equity Purchase Option Agreement dated November 2, 2006 by and among Peiyue Kuang, Active Advertising and Xintai Huade; 34. Equity Pledge Agreement dated November 2, 2006 by and among Peiyue Kuang, Active Advertising and Xintai Huade; 14

35. Subrogation Agreement dated November 2, 2006 by and among Peiyue Kuang, Active Advertising and Xintai Huade and its appendix: 34.1 Authorization Letter issued by Peiyue Kuang; 36. Loan Agreement dated November 2, 2006 by and between Active Advertising and Yue Wang; 37. Exclusive Equity Purchase Option Agreement dated November 2, 2006 by and among Yue Wang, Active Advertising and Xintai Huade; 38. Equity Pledge Agreement dated November 2, 2006 by and among Yue Wang, Active Advertising and Xintai Huade; 39. Subrogation Agreement dated November 2, 2006 by and among Yue Wang, Active Advertising and Xintai Huade, and its appendix: 39.1 Authorization Letter issued by Yue Wang. 15

Appendix III 1. The Advertising Service Agreement entered by and between Beijing Pioneer Media Advertising Co., Ltd. and Shanghai Camera Media Investment Co., Ltd. dated as of December 23, 2006. 2. The Consulting Agreement entered by and between Jia Luo Consulting Limited and Shanghai Camera Media Investment Co., Ltd. dated as of November 1, 2006. 3. The Cooperation Agreement entered by and between Beijing Century Media Culture Co., Ltd. and Shanghai Camera Media Investment Co., Ltd. dated as of November 1, 2006. 4. The Amended and Restated Business Cooperation Agreement entered by and among Shandong Sanlian Group Co., Ltd., Shandong Economic Observer Newspaper Co., Ltd., Economic Observer Press Office, and Beijing Jingguan Xincheng Advertising Co., Ltd., dated as of November 6, 2006. 5. The Amended and Restated Information Consulting Committee Organization Agreement entered by and among Shandong Sanlian Group Co., Ltd., Xinhua Finance Limited, Economic Observer Press Office and Beijing Jingguan Xincheng Advertising Co., Ltd. dated November 6, 2006. 6. The Amended and Restated Business Cooperation Agreement entered by and among Economic Observer Press Office, Guangzhou Jingshi Culture Intermediary Co., Ltd., Beijing Jingguan Xincheng Advertising Co., Ltd. and Beijing Jingshi Jingguan Advertising Co., Ltd. dated as of November 6, 2006. 7. The General Advertising Agency Agreement in relation to the frequencies of FM 91.5 in Beijing and FM 87.9 in Shanghai of China Radio International entered by and between Beijing Guoguang Guangrong Advertising Co., Ltd. and Beijing Century Media Advertising Co., Ltd. dated as of November 28, 2006. 8. The Amended and Restated Cooperation Agreement entered by and among Hunan Television & Broadcast Media Corporation, Money Journal Press Office and Guangzhou Jingshi Culture Intermediary Co., Ltd. dated as of September 20, 2006. 9. The Advertising Agency Agreement entered by and between Beijing Xintai Huade Advertising Co., Ltd. and Beijing Guangxian Media Co., Ltd. in 2006with the effective term from January 1, 2007 to December 31, 2007. 10. The Cooperation Agreement entered by and between Shanghai Fashion Culture Media Co., Ltd. and Shanghai Yuanxin Advertising Co., Ltd. dated as of December 6, 2006. 16


				
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