China Networks International Holdings Ltd (Form: S-4, Received: 01/30/2009 09:15:22)

Annex A

AGREEMENT AND PLAN OF MERGER

by and among

ALYST ACQUISITION CORP.,

CHINA NETWORKS MEDIA LIMITED,

MEDIAINV LTD.,

KERRY PROPPER

AND THE OTHER PERSONS SIGNATORY HERETO

Dated as of August 13, 2008

TABLE OF CONTENTS

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ARTICLE I	THE REDOMESTICATION MERGER	2

1.1	The Redomestication Merger	2
1.2	Effective Time	2
1.3	Effect of the Redomestication Merger	2
1.4	Memorandum and Articles of Association	2
1.5	Directors and Officers of the China Networks Surviving Corporation	3
1.6	Effect on Capital Stock	3
1.7	Surrender of Certificates	4
1.8	Lost, Stolen or Destroyed Certificates	4
1.9	Status of Redomestication Merger for Tax Purposes	5
1.10	Taking of Necessary Action; Further Action	5

ARTICLE II	THE BUSINESS COMBINATION	5

2.1	Business Combination	5
2.2	Closing; Effective Time	5
2.3	Effect of the Business Combination	6
2.4	[Intentionally Omitted]	6
2.5	Memorandum and Articles of Association	6
2.6	Directors of China Networks II Surviving Corporation	6
2.7	Effect on Capital Stock	6
2.8	Surrender of Certificates	10
2.9	Lost, Stolen or Destroyed Certificates	11
2.10	Status of Business Combination for Tax Purposes	11
2.11	Taking of Necessary Action; Further Action	11
2.12	Withholding Rights	11
2.13	Shares Subject to Appraisal Rights	11
2.14	Restriction on Disposal of Shares	12
2.15	Payment Procedures	13

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	14

3.1	Organization, Standing and Power; Framework Agreements	14
3.2	Subsidiaries	15
3.3	Capital Structure	15
3.4	Authority	16
3.5	No Conflict	16
3.6	Consents and Approvals	16
3.7	Financial Statements	17
3.8	Absence of Certain Changes	17
3.9	Absence of Undisclosed Liabilities	17

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3.10	Litigation	17
3.11	Restrictions on Business Activities	18
3.12	Governmental Authorization	18
3.13	Title to Property	18
3.14	Intellectual Property	18
3.15	Taxes	19
3.16	Employee Benefit Plans	20
3.17	Labor Matters	20
3.18	Interested Party Transactions	20
3.19	Insurance	20
3.20	Material Company Contracts	20
3.21	Compliance With Laws	22
3.22	Foreign Corrupt Practices Act	22
3.23	Money Laundering Laws	23
3.24	Governmental Inquiry	23
3.25	Minute Books	23
3.26	Real Property	23
3.27	Brokers’ and Finders’ Fees	23
3.28	Vote Required	23
3.29	Board Approval	23
3.30	Representations Complete	23

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT, MERGER SUB I AND MERGER SUB II	24

4.1	Organization, Standing and Power	24
4.2	Capital Structure	25
4.3	Authority	26
4.4	No Conflict	27
4.5	Consents and Approval	27
4.6	SEC Documents; Financial Statements	28
4.7	Sarbanes-Oxley Act of 2002	28
4.8	Absence of Certain Changes	29
4.9	Absence of Undisclosed Liabilities	29
4.10	Litigation	30
4.11	Restrictions on Business Activities	30
4.12	No Interest in Property	30
4.13	Employee Benefit Plans	30
4.14	Labor Matters	30
4.15	Interested Party Transactions	30
4.16	Insurance	30
4.17	Compliance With Laws	30
4.18	Brokers’ and Finders’ Fees	31

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4.19	Minute Books	31
4.20	Vote Required	31
4.21	Board Approval	31
4.22	ASE Quotation	31
4.23	Trust Account Funds	31
4.24	Representations Complete	32

ARTICLE V	CONDUCT PRIOR TO THE BUSINESS COMBINATION EFFECTIVE TIME	32

5.1	Conduct of Business	32
5.2	Restrictions on Conduct of Business	32
5.3	Joint Ventures and Framework Agreements	34

ARTICLE VI	COVENANTS	35

6.1	Merger Proxy/Prospectus; Special Meeting	35
6.2	Form 8-K	36
6.3	Action of Company’s Shareholders	36
6.4	Employment Agreements	36
6.5	Registration Rights Agreement	37
6.6	Fiscal Year	37

ARTICLE VII	ADDITIONAL AGREEMENTS	37

7.1	No Claim Against Trust Account	37
7.2	Access to Information	37
7.3	Confidential Information; Non-Solicitation or Negotiation	38
7.4	Public Disclosure	40
7.5	Consents; Cooperation	40
7.6	Legal Requirements	41
7.7	Blue Sky Laws	41
7.8	Indemnification	41
7.9	Best Efforts and Further Assurances	42

ARTICLE VIII	CONDITIONS TO THE BUSINESS COMBINATION	42

8.1	Conditions Precedent to the Obligation of the Parent to Consummate the Business Combination	42
8.2	Conditions Precedent to the Obligation of the Company to Consummate the Business Combination	46

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ARTICLE IX	POST-CLOSING COVENANTS	49

9.1	Mandatory Registration of Closing Shares	49
9.2	Registration of Performance Shares	49
9.3	D&O Insurance	49

ARTICLE X	INDEMNIFICATION; REMEDIES	50

10.1	Survival	50
10.2	Indemnification by the Principal Shareholders	50
10.3	Limitations on Amount	51
10.4	Determining Damages	51

ARTICLE XI	TERMINATION, AMENDMENT AND WAIVER	51

11.1	Termination	51
11.2	Effect of Termination	53
11.3	Expenses and Termination Fees	53
11.4	Amendment	54
11.5	Extension; Waiver	54

ARTICLE XII	GENERAL PROVISIONS	54

12.1	Notices	54
12.2	Interpretation/Definitions	56
12.3	Counterparts	56
12.4	Entire Agreement; Nonassignability; Parties in Interest	56
12.5	Severability	57
12.6	Remedies Cumulative; Specific Performance	57
12.7	Governing Law	57
12.8	Rules of Construction	57

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (the “ Agreement ”) is made and entered into as of August 13, 2008, by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “ Parent ”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “ Company ”), MediaInv Ltd., a British Virgin Islands corporation and Kerry Propper (each a “ Principal Shareholder ,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “ Principal Shareholders ”) and each of the other persons signatories hereto.

RECITALS

WHEREAS, Parent has formed a wholly-owned subsidiary in the British Virgin Islands (“ Merger Sub I ”), solely for the purpose of a merger of Parent with and into Merger Sub I, in which Merger Sub I will be the surviving corporation (the “ Redomestication Merger ”). The name of Merger Sub I is or is in the process of being changed to China Networks International Holdings, Ltd.;

WHEREAS, immediately after the formation of Merger Sub I, Merger Sub I formed a wholly-owned subsidiary in the British Virgin Islands (“ Merger Sub II ”), solely for the purpose of a merger of Merger Sub II with and into the Company in which the Company will be the surviving corporation (the “ Business Combination ”). The name of Merger Sub II is China Network Merger Co., Ltd.;

WHEREAS, pursuant to and in connection with the Business Combination, and as part of the same integrated transaction (such that neither the Business Combination nor the Redomestication Merger shall occur without the other), Parent and Merger Sub I shall consummate the Redomestication Merger, pursuant to which, among other things, (i) the outstanding shares of common stock of the Parent, U.S. $0.0001 par value (the “ Parent Common Stock ”) shall be converted into shares in Merger Sub I, U.S. $0.0001 par value (the “ Surviving Corporation Shares ”) and (ii) all warrants and other rights to purchase Parent Common Stock then outstanding (the “ Parent Stock Rights ”) shall be exchanged for substantially equivalent securities of Merger Sub I at the rate set forth herein (“ Surviving Corporation Stock Rights ”); and

WHEREAS, as part of the same integrated transaction (such that neither the Business Combination nor the Redomestication Merger shall occur without the other) Merger Sub II and the Company shall consummate the Business Combination, pursuant to which, among other things, (i) the outstanding common shares of the Company, U.S. $.0005 par value (“ Company Shares ”), shall be converted into Surviving Corporation Shares and the right to receive the other consideration referred to herein and (ii) the Class A Preferred Shares of the Company, U.S. $.0005 par value issued in the Financing referred to herein (“ Preferred Shares ”, and together with the Company Shares, the “ Company Securities ”) shall be converted into Surviving Corporation Shares, in each case at the rate set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE REDOMESTICATION MERGER

1.1 The Redomestication Merger . At the Effective Time (as defined below) and subject to and upon the terms and conditions of this Agreement and the Redomestication Plan of Merger and Articles and Plan of Merger to be prepared by the Parent, and in accordance with the applicable provisions of the Delaware General Corporation Law (“ Delaware Law ”) and the BVI Business Companies Act, 2004 (“ BVI Law ”), respectively, Parent shall be merged with and into Merger Sub I, the separate corporate existence of Parent shall cease and Merger Sub I shall continue as the surviving corporation. Merger Sub I as the surviving corporation after the Redomestication Merger is hereinafter sometimes referred to as the “ China Networks Surviving Corporation .”

1.2 Effective Time . The parties hereto shall cause the Redomestication Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law, and the Articles and Plan of Merger with the British Virgin Islands Registrar of Corporate Affairs, in accordance with the relevant provisions of BVI Law (the time of such filings, or such later time as specified in the Certificate of Merger and the Articles and Plan of Merger, being the “ Effective Time ”).

1.3 Effect of the Redomestication Merger . At the Effective Time, the effect of the Redomestication Merger shall be as provided in this Agreement, the Certificate of Merger, the Articles and Plan of Merger and the applicable provisions of Delaware Law and BVI Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Parent and Merger Sub I shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the China Networks Surviving Corporation, which shall include the assumption by China Networks Surviving Corporation of any and all agreements, covenants, duties and obligations of the Parent set forth in this Agreement to be performed after the Closing, and all Surviving Corporation Shares issued and outstanding as a result of the conversion under Section 1.6(a) hereof shall be listed on the American Stock Exchange (“ ASE ”), or such other public trading market on which the Surviving Corporation Shares may be trading at such time.

1.4 Memorandum and Articles of Association . At the Effective Time, the Certificate of Incorporation and By-Laws of the Parent, as in effect immediately prior to the Effective Time, shall cease and the Memorandum and Articles of Association (“ MOA ”) of Merger Sub I, as in effect immediately prior to the Effective Time, shall be the MOA of the China Networks Surviving Corporation.

1.5 Directors and Officers of the China Networks Surviving Corporation . Immediately after the Effective Time, the board of directors of the China Networks Surviving Corporation, shall, unless otherwise mutually agreed by the Parent and the Company, consist of three designees of the Parent (the “ Parent Designees ”) and four designees of the Company (the “ Company Designees ”) and the officers of the China Networks Surviving Corporation shall be Li Shuangqing as Chief Executive Officer and Co-Chairman, Sean Hinton as Co-Chairman and Zhou Chuansheng as Vice President of Sales and Marketing.

1.6 Effect on Capital Stock . By virtue of the Redomestication Merger and without any action on the part of Merger Sub I, the Parent or the holders of any of the following securities:

(a) Conversion of Parent Common Stock . At the Effective Time, each share of the Parent Common Stock issued and outstanding immediately prior to the Effective Time (other than those described in Section 1.6(c) below) shall be converted automatically into one Surviving Corporation Share (the “ Conversion Ratio ”), subject to any adjustments made pursuant to Section 1.6(d) . At the Effective Time, all shares of Parent Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing shares of Parent Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Parent Common Stock, except as provided herein or by law. Each certificate previously evidencing Parent Common Stock shall be exchanged for a certificate representing such number of Surviving Corporation Shares calculated by multiplying the Conversion Ratio then in effect by the number of shares of Parent Common Stock previously evidenced by the canceled certificates upon the surrender of such certificate in accordance with Section 1.7 .

(b) Parent Stock Rights . At the Effective Time, each Parent Stock Right shall be converted into one substantially equivalent option, warrant or other Surviving Corporation Stock Right. At the Effective Time, the Parent Stock Rights shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each of the Surviving Corporation Stock Rights shall have, and be subject to, the same terms and conditions set forth in the applicable agreements governing the Parent Stock Rights (the “ Parent Stock Rights Agreements ”) which are outstanding immediately prior to the Effective Time, except that in the event of an adjustment made pursuant to Section 1.6(d) , (i) each of the Surviving Corporation Stock Rights will be exercisable for that number of whole Surviving Corporation Shares equal to the product of the number of shares of Parent Common Stock that were issuable upon exercise of such option or warrant immediately prior to the Effective Time multiplied by the Conversion Ratio then in effect and rounded down to the nearest whole number of Surviving Corporation Shares, and (ii) the per share exercise price for the Surviving Corporation Shares issuable upon exercise of such Surviving Corporation Stock Rights will be equal to the quotient determined by dividing the exercise price per share of Parent Common Stock at which each such option or warrant was exercisable immediately prior to the Effective Time by the Conversion Ratio then in effect, rounded down to the nearest whole cent. At or prior to the Effective Time, Merger Sub I shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Surviving Corporation Stock Rights remain outstanding, a sufficient number of Surviving Corporation Shares for delivery upon the exercise of such Surviving Corporation Stock Rights.

(c) Cancellation of Parent Common Stock Owned by Parent . At the Effective Time, if there are any shares of Parent Common Stock that are owned by the Parent as treasury stock or any shares of Parent Common Stock owned by any direct or indirect wholly owned subsidiary of the Parent immediately prior to the Effective Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(d) Adjustments to Conversion Ratio . The Conversion Ratio shall be adjusted to reflect fully the effect of any share sub-division or combination, stock dividend (including any dividend or distribution of securities convertible into Merger Sub I Common Stock or Parent Common Stock), reorganization, recapitalization or other like change with respect to Merger Sub I Common Stock or Parent Common Stock occurring after the date hereof and prior to the Effective Time, so as to provide holders of Parent Common Stock and Merger Sub I Common Stock the same economic effect as contemplated by this Agreement prior to such share sub-division or combination, stock dividend, reorganization, recapitalization or like change.

(e) Transfers of Ownership . If any certificate for Surviving Corporation Shares is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and accompanied by a duly executed instrument of transfer and otherwise in proper form for transfer and that the person requesting such exchange will have paid to China Networks Surviving Corporation or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Surviving Corporation Shares in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of China Networks Surviving Corporation or any agent designated by it that such tax has been paid or is not payable.

(f) No Liability . Notwithstanding anything to the contrary in this Section 1.6 , none of the China Networks Surviving Corporation, or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.7 Surrender of Certificates . All Surviving Corporation Shares issued upon the surrender of shares of Parent Common Stock in accordance with the terms hereof, and all Surviving Corporation Stock Rights issued upon surrender of Parent Stock Rights in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of Parent Common Stock shall also apply to the Surviving Corporation Shares so issued in exchange.

1.8 Lost, Stolen or Destroyed Certificates . In the event any certificates or Parent Stock Rights Agreements shall have been lost, stolen or destroyed, China Networks Surviving Corporation shall issue in exchange for such lost, stolen or destroyed certificates or Parent Stock Rights Agreements, as the case may be, upon the making of an affidavit of that fact by the holder thereof, such Surviving Corporation Shares or Surviving Corporation Stock Rights, as may be required pursuant to Section 1.7 ; provided, however, that China Networks Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates or Parent Stock Rights Agreement to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against China Networks Surviving Corporation with respect to the certificates or Parent Stock Rights Agreements alleged to have been lost, stolen or destroyed.

1.9 Status of Redomestication Merger for Tax Purposes . For U.S. federal income tax purposes, the Redomestication Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the parties thereto do hereby (i) adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations and (ii) agree to take all such actions incident thereto as shall be necessary or appropriate. 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 Redomestication Merger as a reorganization under Section 368 of the Code, as to the effect, if any, that any transaction consummated on, after or prior to the Effective Time has or may have on any such reorganization status or the Tax (as defined below) implications of qualification of the Redomestication Merger as a reorganization. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes.

1.10 Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the China Networks Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Parent and Merger Sub I, the officers and directors of Parent and Merger Sub I are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

ARTICLE II

THE BUSINESS COMBINATION

2.1 Business Combination . Immediately after the consummation of the Redomestication Merger, and subject to the terms of this Agreement and the Business Combination Plan of Merger and Articles and Plan of Merger to be prepared by the Company (the “ Business Combination Articles and Plan of Merger ”), and in accordance with BVI Law, Merger Sub II shall be merged with and into the Company, the separate corporate existence of Merger Sub II shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation after the Business Combination is hereinafter sometimes referred to as the “ China Networks II Surviving Corporation .”

2.2 Closing; Effective Time . The closing of the Business Combination (the “ Closing ”) shall take place immediately after the consummation of the Redomestication Merger, which shall take place as soon as practicable after the satisfaction or waiver of each of the conditions set forth in Article VIII hereof or at such other time as the parties hereto agree (the “ Closing Date ”). The Closing shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, or at such other location as the parties hereto agree. On the Closing Date:

(a) Merger Sub I and Parent shall cause the Redomestication Merger to be immediately consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of Delaware Law, and the Articles and Plan of Merger with the British Virgin Islands Registrar of Corporate Affairs, in accordance with the relevant provisions of BVI Law; and

(b) Upon the completion of the Redomestication Merger, Merger Sub II and the Company shall cause the Business Combination to be immediately consummated by filing the Business Combination Articles and Plan of Merger with the British Virgin Islands Registrar of Corporate Affairs, in accordance with the relevant provisions of BVI Law (the “ Business Combination Effective Time ”).

2.3 Effect of the Business Combination . At the Business Combination Effective Time, the effect of the Business Combination shall be as provided in this Agreement, the Business Combination Articles and Plan of Merger and the applicable provisions of BVI Law. Without limiting the generality of the foregoing, and subject thereto, at the Business Combination Effective Time, all the property, rights, privileges, agreements, powers and franchises of the Company and Merger Sub II shall vest in the China Networks II Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub II shall become the debts, liabilities and duties of the China Networks II Surviving Corporation, and all Surviving Corporation Shares issued in exchange for Company Securities upon conversion in accordance with Section 2.7(a) shall, subject to the restrictions contained in Section 2.14 and applicable securities laws, be eligible for quotation on the ASE, or such other public trading market on which the Surviving Corporation Shares may be trading at such time.

2.4 [Intentionally Omitted]

2.5 Memorandum and Articles of Association . At the Business Combination Effective Time, the MOA of Merger Sub II, as in effect immediately prior to the Closing Date, shall cease and the MOA of the Company, as in effect immediately prior to the Business Combination Effective Time, shall be the MOA of China Networks II Surviving Corporation.

2.6 Directors of China Networks II Surviving Corporation . Immediately after the Business Combination Effective Time, the board of directors of China Networks II Surviving Corporation, shall consist of the same individuals designated as directors of China Networks Surviving Corporation pursuant to Section 1.5 hereof.

2.7 Effect on Capital Stock . By virtue of the Business Combination and without any action on the part of Merger Sub II, the Company or the holders of any of the following securities:

(a) Conversion of Company Securities . At the Business Combination Effective Time, (i) each Company Share issued and outstanding immediately prior to the Business Combination Effective Time (other than those described in Section 2.123 below) shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) 1,900,000 divided by (y) the total number of Company Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (B) the right to receive a cash amount determined as follows: (x) U.S. $10,000,000 divided by (y) the total number of Company Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (C) the additional consideration described in Sections 2.7(f), (g) and (h), (the “ CS Per Share Amount ”), and (ii) each Preferred Share issued and outstanding immediately prior to the Business Combination Effective Time shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) the number of Preferred Shares issued in the Financing to the bridge investors divided by (y) the total number of Preferred Shares issued and outstanding immediately prior to the Business Combination Effective Time (collectively, the “ Business Combination Conversion Ratio ”), subject to any adjustments made pursuant to Section 2.7(c) , plus (B) the right to receive a cash amount equal to $7.143, plus (C) the additional consideration described in Section 2.7(f) and (h), (the “ PS Per Share Amount ”). At the Business Combination Effective Time, all Company Securities shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing the Company Securities outstanding immediately prior to the Business Combination Effective Time shall cease to have any rights with respect to such Company Securities, except as provided herein or by law. Each certificate previously evidencing Company Securities shall be exchanged for such number of Surviving Corporation Shares calculated by multiplying the applicable Business Combination Conversion Ratio by the number of Company Securities previously evidenced by the canceled certificates and cash in an amount equal to the CS Per Share Amount or the PS Per Share Amount, as the case may be, upon the surrender of such certificate in accordance with the terms hereof.

(b) Cancellation of Merger Sub II Common Stock Owned by Merger Sub II . At the Business Combination Effective Time, if any shares of Merger Sub II Common Stock are held by Merger Sub II as treasury shares or any shares of Merger Sub II Common Stock are owned by any direct or indirect wholly owned subsidiary of Merger Sub II immediately prior to the Business Combination Effective Time, such shares shall be canceled and extinguished without any conversion thereof or payment therefor.

(c) Adjustments to Business Combination Conversion Ratio . Each Business Combination Conversion Ratio shall be adjusted to reflect fully the effect of any share sub-division or combination, stock dividend (including any dividend or distribution of securities convertible into Surviving Corporation Shares or Company Securities), reorganization, recapitalization or other like change with respect to Surviving Corporation Shares and Company Securities occurring after the date hereof and prior to the Business Combination Effective Time, so as to provide holders of Company Securities the same economic effect as contemplated by this Agreement prior to such share sub-division or combination, stock dividend, reorganization, recapitalization or like change.

(d) Transfers of Ownership . If any certificate for Surviving Corporation Shares is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and accompanied by a duly executed instrument of transfer and otherwise in proper form for transfer and that the person requesting such exchange will have paid to China Networks II Surviving Corporation or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for Surviving Corporation Shares in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of China Networks II Surviving Corporation or any agent designated by it that such tax has been paid or is not payable.

(e) No Liability . Notwithstanding anything to the contrary in this Section 2.7 , none of China Networks II Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(f) Deferred Cash Payments .

(i) In accordance with Section 2.7(a) , each holder of Company Shares as of the Business Combination Effective Time (each, a “ Closing Holder ”) shall be entitled to receive from China Networks Surviving Corporation deferred cash payments contingent upon the achievement by China Networks Surviving Corporation of the amounts of Net Income (as defined below) set forth below in this Section 2.7(f) (the “ Deferred Cash Payments ”).

(ii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation cash payments on or prior to December 31, 2009 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $15,000,000 during the four fiscal quarters immediately preceding such payment, to be allocated among such holders based on their percentage ownership of the Company Shares immediately prior to the Business Combination Effective Time (the “ Percentage Allocations ”).

(iii) China Networks Surviving Corporation hereby agrees that Closing Holders shall be entitled to receive from China Networks Surviving Corporation additional cash payments on or prior to December 31, 2010 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $25,000,000 during the four fiscal quarters immediately preceding such payments, to be allocated among the holders of Company Shares in accordance with their respective Percentage Allocations.

(iv) As used herein, “ Net Income ” means the net income of China Networks Surviving Corporation and its subsidiaries as determined in accordance with U.S. generally accepted accounting principles (“ GAAP ”) excluding equity-based compensation charges, extraordinary one-time charges and charges related to the Business Combination or impairment of goodwill; provided that , with respect to any acquisitions of businesses or persons after the Business Combination Effective Time, in order for the net income generated by such acquired businesses or persons to be included in the foregoing definition of Net Income, such acquisitions must be accretive on a Net Income per share basis. In calculating Net Income per share, China Networks Surviving Corporation shall use China Networks Surviving Corporation’s audited or reviewed financial statements for the fiscal period in question. For the acquisition to be accretive, the pro forma Net Income per share on a post-acquisition basis must be greater than the pro forma Net Income per share immediately prior to the acquisition.

(v) Any Deferred Cash Payments due and payable pursuant to the foregoing shall be paid to Closing Holders on the later of (i) the date 30 days after preparation and completion of China Networks Surviving Corporation’s audited or reviewed financial statements for the fiscal period in question and (ii) the tenth business day after the determination of Net Income for purposes of this Agreement with respect to the fiscal period in question.

(g) Deferred Stock Payment .

(i) In accordance with Section 2.7(a) , each Closing Holder shall be entitled to receive deferred stock payments contingent upon the achievement by China Networks Surviving Corporation of the amounts of Net Income set forth below in this Section 2.7(g) (the “ Deferred Stock Payments ”).

(ii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 2,850,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $20,000,000 during the fiscal year ending December 31, 2009, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.

(iii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 3,075,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $30,000,000 during the fiscal year ending December 31, 2010, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.

(iv) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation an additional 3,075,000 newly issued Surviving Corporation Shares solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $40,000,000 during the fiscal year ending December 31, 2011, to be allocated among the Closing Holders in accordance with their respective Percentage Allocations.

(v) Any Deferred Stock Payments due and payable pursuant to the foregoing shall be issued to the Closing Holders on the later of the (i) 30 days after preparation and completion of China Networks Surviving Corporation’s audited year-end financial statements for the fiscal period in question and (ii) tenth business day after the determination of Net Income for purposes of this Agreement with respect to the fiscal period in question.

(vi) In the event that the Net Income target for any fiscal year is achieved during a fiscal year that is prior to the year corresponding to such Net Income target, the Closing Holders shall be entitled to receive, in addition to the Deferred Stock Payment for the then current fiscal year, the Deferred Stock Payment for any additional future fiscal year with respect to which the Net Income target has also been achieved.

(vii) All Surviving Corporation Shares issued hereunder shall be duly authorized, fully paid and nonassessable and issued in compliance with all applicable foreign, federal and state securities laws.

(viii) All Surviving Corporation Shares issued hereunder shall be subject to any lock-up, voting or similar agreement, including the Lock-Up Agreement, including the restrictions on transfer therein set forth, that each Closing Holder may be a party to at the time of its receipt of any Surviving Corporation Shares hereunder.

(ix) The number of Surviving Corporation Shares set forth in this Section 2.7(g) shall be adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger or consolidation or like capital adjustment affecting the Surviving Corporation Shares

(h) Warrant Exercise Proceeds . In accordance with Section 2.7(a) , China Networks Surviving Corporation hereby agrees that the Closing Holders and holders of Preferred Shares as of the Closing (“ Preferred Share Closing Holders ”) shall be entitled to receive from the Company, cash payments (the “ Warrant Payments ”) equal to a maximum aggregate amount of U.S. $22,110,000 plus 10% of the aggregate gross proceeds received in the Financing from the bridge investors, solely and exclusively upon China Networks Surviving Corporation’s receipt of cash proceeds from the exercise of the Parent Warrants and the Insider Warrants (collectively, the “ Warrants ”), payable in accordance with this Section 2.7(h) . The Warrant Payments shall be allocated among such holders of Closing Holders and Preferred Share Closing Holders based on their percentage ownership of the sum of (a) the Company Shares, and (b) the Preferred Shares immediately prior to the Business Combination Effective Time (the “WEP Percentage Allocations ”). Upon exercise of any Warrants, as soon as practicable after receipt of the actual cash proceeds received therefrom by China Networks Surviving Corporation (but in any event within 10 days) (the “ Cash Proceeds ”), China Networks Surviving Corporation shall make a cash payment to each Closing Holder and Preferred Share Closing Holder equal to 66% of the Cash Proceeds then available for distribution pursuant to the foregoing sentence multiplied by the WEP Percentage Allocation of such holder. The Company shall retain and apply to its general corporate purposes 34% of the Cash Proceeds. In no event shall the maximum aggregate amount payable pursuant to this Section 2.7(h) to any such holder exceed (x) U.S. $22,110,000 plus 10% of the aggregate gross proceeds received in the Financing from the bridge investors multiplied by (y) the WEP Percentage Allocation of such holder.

(i) Stock Option Plan . Subject to the approval of the Incentive Plan Proposal (as defined below), Parent shall implement an incentive stock option plan (the “Incentive Stock Option Plan”) pursuant to which directors, officers and employees of China Networks Surviving Corporation or its subsidiaries may be granted options to purchase up to 2,500,000 Surviving Corporation Shares.

2.8 Surrender of Certificates . All Surviving Corporation Shares issued upon the surrender of shares of Company Securities in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, other than any additional rights pursuant to this Agreement, provided that any restrictions on the sale and transfer of Company Securities shall also apply to the Surviving Corporation Shares so issued in exchange.

2.9 Lost, Stolen or Destroyed Certificates . In the event any certificates shall have been lost, stolen or destroyed, China Networks II Surviving Corporation shall cause to be issued in exchange for such lost, stolen or destroyed certificates upon the making of an affidavit of that fact by the holder thereof, such Surviving Corporation Shares as may be required pursuant to Section 2.7(a) ; provided, however, that China Networks II Surviving Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against China Networks II Surviving Corporation with respect to the certificates alleged to have been lost, stolen or destroyed.

2.10 Status of Business Combination for Tax Purposes . For U.S. federal income tax purposes, the Business Combination is intended to constitute a taxable transaction and the parties to this Agreement shall act accordingly in respect of their Tax return filings and otherwise. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes.

2.11 Taking of Necessary Action; Further Action . If, at any time after the Business Combination Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest China Networks II Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub II, the officers and directors of Company and Merger Sub II are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

2.12 Withholding Rights . China Networks Surviving Corporation shall be entitled to deduct and withhold from the cash and Surviving Corporation Shares otherwise deliverable under any and all provisions of this Agreement, such amounts as China Networks Surviving Corporation reasonably determines it is required to deduct and withhold with respect to such delivery and payment under the Code or any provision of state, local, provincial or foreign tax law. To the extent that any amounts are so withheld all appropriate evidence of such deduction and withholding, including any receipts or forms required in order for the person with respect to whom such deduction and withholding occurred to establish the deduction and withholding and payment to the appropriate authority as being for its account with the appropriate authorities shall be delivered to the person with respect to whom such deduction and withholding has occurred, and such withheld amounts shall be treated for all purposes as having been delivered and paid to the person otherwise entitled to the cash and/or Surviving Corporation Shares in respect of which such deduction and withholding was made by China Networks Surviving Corporation.

2.13 Shares Subject to Appraisal Rights .

(a) Notwithstanding Section 2.7(a) , BVI Dissenting Shares (as defined below) shall not be converted into a right to receive Surviving Corporation Shares and the holders thereof shall be entitled only to such rights as are granted by BVI Law. Each holder of BVI Dissenting Shares who becomes entitled to payment for such shares pursuant to BVI Law shall receive payment therefor from China Networks II Surviving Corporation in accordance with the BVI Law, provided, however, that, subject to BVI Law, (i) if any shareholder who asserts appraisal rights in connection with the Business Combination (a “ BVI Dissenter ”) has failed to establish his entitlement to such rights as provided in BVI Law, or (ii) if any such BVI Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under BVI Law the shares of Company Securities held by such BVI Dissenter shall be treated as if they had been converted, as of the Business Combination Effective Time, into a right to receive Surviving Corporation Shares and as provided in Section 2.7 . The Company shall give Parent and Chardan Capital Markets LLC prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

(b) As used herein, “ BVI Dissenting Shares ” means any shares of Company Securities held by shareholders who are entitled to appraisal rights under BVI Law, and who have properly exercised, perfected and not subsequently withdrawn or lost or waived their rights to demand payment with respect to their shares in accordance with BVI Law.

2.14 Restriction on Disposal of Shares . As a condition to the closing of the transactions contemplated by this Agreement, each Principal Shareholder shall execute a lock-up agreement (the “ Lock-Up Agreement ”), in a form reasonably agreed to by the Parent and the Principal Shareholders, whereby each shall agree that until the six month anniversary of the Business Combination Effective Time (the “ Trade Commencement Date ”), each Principal Shareholder shall not directly or indirectly offer, sell, contract to sell, gift, exchange, assign, pledge or otherwise encumber or dispose of any Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition, (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Principal Shareholders or any affiliate of Principal Shareholders, or any person in privity with Principal Shareholders or any affiliate of Principal Shareholders, directly or indirectly, including the establishment or increase in a put equivalent position or liquidation or decrease in a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder (each of the foregoing referred to as a “ Disposition ”). Thereafter, until the six month anniversary of the Trade Commencement Date, each Principal Shareholder shall not engage in a Disposition of more than fifty percent (50%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date. Thereafter, until the twelve month anniversary of the Trade Commencement Date, each Principal Shareholder shall not engage in a Disposition of more than twenty five percent (25%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date. Additional terms and conditions relating to the Disposition of the Surviving Corporation Shares received by the Principal Shareholders pursuant to this Agreement are set forth in the Lock-Up Agreement. The foregoing restriction is intended to preclude the Principal Shareholders from engaging in any hedging transaction, which is designed to or is reasonably expected to lead to or result in such a Disposition during such periods even if the relevant Surviving Corporation Shares would be disposed of by someone other than the Principal Shareholders.

2.15 Payment Procedures.

(a) Merger Stock Consideration . Upon surrender of a certificate that, immediately prior to the Business Combination Effective Time, evidenced the outstanding Company Shares, for cancellation to China Networks Surviving Corporation, together with such other customary documents as may be required by China Networks Surviving Corporation, the holder of such certificate of Company Shares shall be entitled to receive in exchange therefor the Per Share Amount and a certificate evidencing their respective Surviving Corporation Shares, in accordance with Section 2.7 (the “ Merger Stock Consideration ”), and the certificate evidencing the Company Shares so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.15 , each certificate of Company Shares shall be deemed at anytime after the Business Combination Effective Time to evidence only the right to receive upon such surrender the Merger Stock Consideration.

(b) Paying Agent . As of the Business Combination Effective Time, the Parent shall deposit, or shall cause to be deposited, with a bank theretofore designated by the Company and the Parent (the “ Paying Agent ”), for the benefit of the holders of shares of Company Securities, for payment in accordance with this Article II, through the Paying Agent, cash and Surviving Corporation Shares in amounts equal to the consideration payable to the holders of Company Securities pursuant to Section 2.7(a) (such cash being hereinafter referred to as the “ Payment Fund ”). The Paying Agent shall, pursuant to irrevocable instructions, deliver the cash and Surviving Corporation Shares contemplated to be paid and transferred to the holder of Company Securities pursuant to this Article II out of the Payment Fund. The Payment Fund shall not be used for any other purpose.

(c) Payment Procedures . Upon surrender of a certificate that, immediately prior to the Business Combination Effective Time, evidenced outstanding Company Securities (other than shares described in Section 2.7(b) and BVI Dissenting Shares) (a “ Certificat e”) for cancellation to the Paying Agent, together with such other customary documents as may be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Business Combination Conversion Ratio multiplied by the number of Company Securities represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.8 , each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the consideration described in Section 2.7(a) .

(d) Termination of Payment Fund . Any portion of the Payment Fund that remains undistributed to the holders of Company Securities for 30 days after the Effective Time shall be delivered to China Networks Surviving Corporation, upon demand, and any holders of Company Securities that have not theretofore complied with this Article II shall thereafter look only to China Networks Surviving Corporation for the consideration described in Section 2.7(a) to which they are entitled.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In this Agreement, any reference to a “ Material Adverse Effect ” with respect to any person means any event, change or effect that is materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business, operations or results of operations of such person and its subsidiaries, taken as a whole. Notwithstanding the foregoing, the definition of Material Adverse Effect shall not include events caused by general economic conditions (and solely with respect to this Article III, shall include economic conditions solely or principally applicable to the television and advertising industries, or to locations in which the Company and its Subsidiaries operate.)

In this Agreement, any reference to the Company’s “ knowledge ” means the actual knowledge after reasonable inquiry of Li Shuangqing, the Company’s Chief Executive Officer, (the “ Knowledge Person ”) .

Except as set forth in the disclosure schedule delivered by the Company to Parent concurrently with the execution of this Agreement (the “ Company Disclosure Schedule ”), which shall identify exceptions by specific section references, the Knowledge Person and the Company, hereby, jointly and severally, represent and warrant to the Parent, as follows:

3.1 Organization, Standing and Power; Framework Agreements .

(a) The Company and each of the entities listed on Schedule 3.1(a) (the “ Subsidiaries ”), is a corporation duly organized, validly existing and in good standing, and no certificates of dissolution have been filed under the laws of their respective jurisdictions of organization. Each of the Company and its Subsidiaries has 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. The Company has delivered or made available to Parent a true and correct copy of the MOA of the Company and the organizational documents of each of the Subsidiaries, each as amended to date. Neither the Company nor any of the Subsidiaries is in violation of any of the provisions of its respective MOA, bylaws or equivalent organizational documents.

(b) Attached hereto on Schedule 3.1 are true and correct copies of each of the framework agreements to which Advertising Network Limited, a subsidiary of the Company, is a party with each of Kunming Television Station, a People’s Republic of China (“ PRC ”) television station (“ Kunming ”) and China Yellow River Television Station, a PRC television station (“ Yellow River ”) setting forth the terms and conditions for the formation of two joint ventures (each a “ Framework Agreement ”). Each Framework Agreement is a legal, valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect. None of the parties to any Framework Agreement is in breach or default thereunder. To the Company’s knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time), would (i) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Framework Agreement or (ii) permit the Company, Advertising Network Ltd. or any other party to any Framework Agreement 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 Framework Agreement. Neither the Company nor Advertising Network Ltd. has received notice of the pending or threatened cancellation, revocation or termination of any Framework Agreement; and (d) there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Framework Agreement.

3.2 Subsidiaries . Except for the Subsidiaries, and those entities set forth on Schedule 3.2 , the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The Company is the direct or indirect owner of all outstanding shares of capital stock of each of its subsidiaries and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such subsidiary are owned by the Company free and clear of all liens, charges, claims or encumbrances or rights of others. Except as set forth in Schedule 3.2 , there are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such subsidiary, or otherwise obligating the Company or any such subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

3.3 Capital Structure .

(a) The authorized capital stock of the Company consists of (i) 2,950,000 shares, $.0005 par value, of which there are issued and outstanding, 1,900,000 ordinary shares and an amount of Preferred Shares equal to (x) the aggregate gross proceeds received in the Financing from the bridge investors multiplied by .035. Except as set forth on Schedule 3.3(a) of the Company Disclosure Schedule, there are no other outstanding shares or voting securities and no outstanding commitments to issue any shares or voting securities after the date hereof. All outstanding Company Securities are duly authorized, validly issued, fully paid and non-assessable and 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, the MOA of the Company or any agreement to which the Company is a party or by which it is bound. Except as set forth on Schedule 3.3(a) and in connection with the Financing (as defined below), there are no options, warrants, calls, rights, commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company or obligating the Company to grant, extend, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth on Schedule 3.3(a) and in connection with the Financing, there are no contracts, commitments or agreements relating to voting, purchase or sale of the Company’s shares (x) between or among the Company and any of its shareholders, and (y) to the best of the Company’s knowledge, between or among any of the Company’s shareholders.

(b) Set forth on Schedule 3.3(b) is the following: (i) the name and address of each person owning any capital stock or other equity interest in the Company; (ii) the certificate number of each certificate evidencing shares of capital stock or any other equity interest issued by the Company, (iii) the number of shares of capital stock or any other equity interest evidenced by each such certificate, (iv) the date of issuance thereof and, in the case of cancellation, the date of cancellation. Each Principal Shareholder represents and warrants that such person has good, valid and marketable title to, all the equity interests of the Company designated on Schedule 3.3(b) as owned by such Principal Shareholder.

3.4 Authority . (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject only to the adoption of this Agreement by the Company’s shareholders holding a majority of the outstanding shares of Company Shares, as contemplated by Section 8.1(d) . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the adoption of this Agreement by the Company’s shareholders holding a majority of the outstanding shares of Company Shares, as contemplated by Section 8.1(d) . This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity.

(b) Each Principal Shareholder and Li Shuangqing has all legal capacity and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each such person and constitutes the legal, valid and binding obligation of each such person, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity.

3.5 No Conflict . The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby do not and will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (a) any provision of the MOA or bylaws of the Company or any of the organizational documents of its Subsidiaries, as amended, (b) any Law or Governmental Order applicable to the Company, its Subsidiaries or any Principal Shareholder or (c) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company, any of its Subsidiaries or any Principal Shareholder or any of their properties or assets, except where such conflict, violation, default, termination, cancellation or acceleration with respect to the foregoing provisions of (c) would not have had and would not reasonably be expected to have a Material Adverse Effect on the Company.

3.6 Consents and Approvals . No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“ Governmental Entity ”) is required by or with respect to any Principal Shareholder, the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby and thereby, except for (a) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any country other than the United States set forth on Schedule 3.6 ; and (c) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on the Company and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

3.7 Financial Statements . Attached hereto at Schedule 3.7 are the copies of the financial statements received by the Company from each of Kunming and Yellow River in connection with the Framework Agreements.

3.8 Absence of Certain Changes . Except for the Framework Agreements, and the transactions and arrangements contemplated thereby, since December 31, 2007 (the “ Company Balance Sheet Date ”), the Company and each of its Subsidiaries, has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or is reasonably likely to result in, a Material Adverse Effect to the Company; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries’ assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its shares of capital stock; (v) any material contract entered into by the Company or any of its Subsidiaries, other than in the ordinary course of business and as provided or made available to Parent, or any amendment or termination of, or default under, any material contract to which the Company or any of its Subsidiaries is a party or by which it is bound; (vi) any amendment or change to the MOA or bylaws of the Company or any Subsidiary; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company or its Subsidiaries to any of its directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company’s and its Subsidiaries past practices. Neither the Company nor its Subsidiaries has agreed since December 31, 2007 to take any of the actions described in the preceding clauses (i) through (vii) and are not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than the Framework Agreements, the Financing and negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

3.9 Absence of Undisclosed Liabilities . The Company and the Subsidiaries have no material obligations or liabilities of any nature (matured or unmatured, known or unknown, fixed or contingent) other than (i) obligations or liabilities not in excess of $250,000 in the aggregate; (ii) those incurred pursuant to the terms of this Agreement, (iii) those incurred in connection with the Financing, and (iv) those incurred pursuant to the terms of any Framework Agreement.

3.10 Litigation . There is no private or governmental action, suit, proceeding, claim, arbitration, audit or investigation (“ Proceeding ”) pending before any agency, court, arbitrator or tribunal, foreign or domestic by or against the Company or any of its Subsidiaries, or any of their respective properties or any of their respective shareholders, officers or directors (in their capacities as such) nor, to the knowledge of the Company, is any such Proceeding threatened against any Principal Shareholder, the Company or its Subsidiaries.

3.11 Restrictions on Business Activities . There is no agreement, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or reasonably would be expected to have the effect of prohibiting or materially impairing any business practices of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries.

3.12 Governmental Authorization . The Company and each of its Subsidiaries have obtained as of the date hereof each governmental consent, license, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which Company or any of its Subsidiaries currently operates or holds any interest in any of its properties or (ii) that is required for the operation of Company’s or any of its Subsidiaries’ business or the holding of any such interest, ((i) and (ii) herein collectively called “ Company Authorizations ”), and all of such Company Authorizations are in full force and effect, except where the failure to obtain or have any of such Company Authorizations or where failure of such Company Authorizations to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on the Company.

3.13 Title to Property . The Company and its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected in the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties, interests in properties and assets sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business), or in the case of leased properties and assets, valid leasehold interests in, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) the lien of current taxes not yet due and payable, (ii) such imperfections of title, liens and easements as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties, (iii) liens securing debt which is reflected on the Company Balance Sheet, and (iv) liens that in the aggregate would not have a Material Adverse Effect on the Company. The property and equipment of Company and its Subsidiaries that are used in the operations of their businesses are in good operating condition and repair, except where the failure to be in good operating condition or repair would not have a Material Adverse Effect. All properties used in the operations of Company and its Subsidiaries are reflected in the Company Balance Sheet to the extent generally accepted accounting principles require the same to be reflected. Schedule 3.13 of the Company Disclosure Schedule identifies each parcel of real property owned or leased by Company or any of its Subsidiaries.

3.14 Intellectual Property . Except as set forth on Schedule 3.14 of the Company Disclosure Schedule, the Company and its Subsidiaries own, or have a license to use or otherwise possess legally enforceable and unencumbered rights to use, any patents, trademarks, trade names, service marks, domain names, copyrights, and any applications therefor, trade secrets, computer software programs, and tangible or intangible proprietary information or material that are used in the business of the Company and its Subsidiaries (“ Company Intellectual Property ”).

3.15 Taxes .

(a) For purposes of this Agreement, the following terms have the following meanings: “ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means (i) any levy, impost, net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental 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 or any penalty, addition to tax or additional amount imposed by any Governmental Entity (a “ Tax authority ”) responsible for the imposition of any such tax (domestic or foreign); (ii) any liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period; and (iii) any liability for the payment of any amounts of the type described in (i) or (ii) as a result of being a transferee of or successor to any person, as a result of any express or implied obligation to indemnify any other person, including pursuant to any Tax sharing or Tax allocation agreement, as a result of being a responsible person, or otherwise. “ Tax Return ” means any return, declaration, election, statement, report or form (including, without limitation, claims for refunds or credits, estimated Tax returns and reports, withholding Tax returns and reports and information reports and returns) filed or required to be filed with respect to Taxes.

(b) (i) All Tax Returns required to be filed by or on behalf of the Company or its Subsidiaries have been timely filed and all Tax Returns filed by or on behalf of the Company or its Subsidiaries were (at the time they were filed) and are true, correct and complete in all material respects; (ii) all Taxes of Company and its Subsidiaries (whether or not reflected on any Tax Return) have been fully and timely paid, (iii) no waivers or extensions of statutes of limitation have been given or requested with respect to Company or its Subsidiaries in connection with any Tax Returns or with respect to any Taxes payable by it; (iv) no Governmental Entity in a jurisdiction where Company or its Subsidiaries do not file Tax Returns has made a claim, assertion or threat to Company or its Subsidiaries that it is or may be subject to taxation by such jurisdiction; (v) each of the Company and its Subsidiaries has duly and timely collected or withheld, and paid over and reported to the appropriate Governmental Entity all amounts required to be so collected or withheld and paid over for all periods under all applicable laws; (vi) there are no liens with respect to Taxes on the Company or its Subsidiaries or any of their property or assets; (vii) there are no Tax rulings, requests for rulings, or closing agreements relating to the Company or its Subsidiaries for any period (or portion of a period) that would affect any period after the date hereof; and (viii) any adjustment of Taxes of the Company or its Subsidiaries made by a Governmental Entity in any examination that the Company or its Subsidiaries is required to report to the appropriate Tax Authority has been reported, and any additional Taxes due with respect thereto have been paid.

(c) There is no pending Proceeding with respect to any Taxes of the Company or its Subsidiaries, nor, to the knowledge of the Company, is any such Proceeding threatened. The Company has made available to the Parent prior to the date of this Agreement, true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by the Company or its Subsidiaries since their inception and any and all correspondence with respect to the foregoing.

(d) Except as disclosed on Schedule 3.15(e) , neither the Company nor its Subsidiaries is a party to any Tax allocation or sharing agreement.

(e) The Company is treated as a foreign corporation for U.S. federal income tax purposes.

3.16 Employee Benefit Plans . The Company does not maintain and has not maintained any employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active or former employee, director or consultant of Company, or any trade or business (whether or not incorporated) which is under common control with Company, with respect to which the Company has or would reasonably be expected to have liability. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of the Company.

3.17 Labor Matters . Except as set forth in Schedule 3.17 , (a) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary; (b) the Company and each Subsidiary are currently in compliance in all material respects will all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes and other sums as required by the appropriate governmental authority; (c) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Person currently or formerly employed by the Company or any Subsidiary; and (d) neither the Company nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, and Governmental Authority relating to employees or employment practices.

3.18 Interested Party Transactions . Except as disclosed in Schedule 3.18 of the Company Disclosure Schedule, none of the Company nor any of its Subsidiaries is indebted to any director or officer of the Company or any of its Subsidiaries (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses), and no such person is indebted to the Company or any of its Subsidiaries and there are no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K under the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

3.19 Insurance . Neither the Company nor its Subsidiaries maintain any insurance policies on their respective properties or assets.

3.20 Material Company Contracts .

(a) The Company has made available to the Parent, prior to the date of this Agreement, true, correct and complete copies of each written agreement, contract, arrangement, lease, commitment or otherwise of the type set forth below (each, a “ Material Company Contract ”), including each amendment, supplement and modification relating thereto to which the Company or any Subsidiary is a party.

(i) each contract, agreement, invoice, and other arrangement, for the furnishing of services to, or the sale of property to, the Company or any Subsidiary under the terms of which the Company or any Subsidiary: (A) is likely to pay or otherwise give consideration of more than $750,000 in the aggregate during the calendar year ended December 31, 2008, (B) is likely to pay or otherwise give consideration of more than $750,000 in the aggregate over the remaining term of such contract, or (C) cannot be cancelled by the Company or any Subsidiary without penalty or further payment and without more than 30 days’ notice;

(ii) each contract, agreement, invoice, and other arrangement for the furnishing of services by the Company or any Subsidiary that: (A) is likely to involve consideration of more than $750,000 in the aggregate during the calendar year ending December 31, 2008, (B) is likely to involve consideration of more than $750,000 in the aggregate over the remaining term of the contract, or (C) cannot be cancelled by the Company or any Subsidiary without penalty or further payment and without more than 30 days’ notice;

(iii) all agreements or letters of intent relating to the acquisition of any business enterprise whether by acquisition of stock, acquisition of assets, joint venture or merger or other form of business combination;

(iv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts and agreements to which the Company or any Subsidiary is a party;

(v) all management contracts and contracts with independent contractors or consultants (or similar arrangements) to which the Company or any Subsidiary is a party and which cannot be cancelled by the Company or any Subsidiary without penalty or further payment and without more than 30 days’ notice;

(vi) all contracts and agreements relating to indebtedness of the Company or any Subsidiary in an amount in excess of $150,000 individually or $500,000 in the aggregate;

(vii) all contracts and agreements with any Governmental Authority to which the Company or any Subsidiary is a party;

(viii) all contracts and agreements that limit or purport to limit the ability of any Principal Shareholder, the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or during any period of time;

(ix) all contracts and agreements between or among the Company or any Subsidiary, on the one hand, and the Principal Shareholders or any affiliate thereof, on the other hand;

(x) any material lease pursuant to which the Company or any Subsidiary leases any material real property;

(xi) any shareholder agreement, registration rights agreement, voting agreement or other agreement governing the rights of the holders of any equity security issued by the Company or any Subsidiary; and

(xii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Company or any Subsidiary or the conduct of their business, or the absence of which would have a Material Adverse Effect.

(b) Each Material Company Contract is a legal, valid and binding agreement, and is in full force and effect, and (a) none of the Company nor its Subsidiaries is in breach or default of any Material Company Contract to which it is a party in any material respect; (b) no event has occurred or circumstance has existed that (with or without notice or lapse of time), would (i) 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 Company Contract or (ii) permit the Company, any Subsidiary 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 Company Contract; (c) neither the Company nor its Subsidiaries have received notice of the pending or threatened cancellation, revocation or termination of any Material Company Contract to which it is a party; and (d) there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Company Contract.

3.21 Compliance With Laws .

(a) To the Company’s knowledge, each of the Company and each of its Subsidiaries has complied in all respects with, is not in violation of, and has not received any notices of violation with respect to, any Law applicable thereto or to the conduct, ownership or operation of their respective businesses, except for such violations or failures to comply as would not be reasonably expected to have a Material Adverse Effect on the Company.

(b) The Framework Agreements and the other contractual agreements described in Section 3.20(a)(i) through (xii), were validly entered into by the parties and are in compliance with relevant PRC Laws and regulations and all necessary approvals in connection with such contractual arrangements have been obtained.

3.22 Foreign Corrupt Practices Act . Neither the Company, nor its Subsidiaries, nor any director, officer, key employee, or other person associated with or acting on behalf of the Company or its Subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any Governmental Entity from corporate funds; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment in connection with the operations of the Company or its Subsidiaries. Neither the Company nor its Subsidiaries, nor any director, officer, key employee, or other person associated with or acting on behalf of the Company or its Subsidiaries has committed any acts or omissions which would constitute a breach of relevant BVI or PRC criminal Laws, including but not limited to corruption Laws.

3.23 Money Laundering Laws . The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “ Money Laundering Laws ”) and no proceeding involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

3.24 Governmental Inquiry . Neither the Company nor its Subsidiaries has received any material written inspection report, questionnaire, inquiry, demand or request for information from a Governmental Entity.

3.25 Minute Books . The minute books of Company and its Subsidiaries made available to Parent contain in all material respects a complete and accurate summary of all meetings of directors and shareholders or actions by written consent of Company and its Subsidiaries through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

3.26 Real Property . None of the Company nor any Subsidiary owns any real property.

3.27 Brokers’ and Finders’ Fees . The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby, except in connection with the Financing.

3.28 Vote Required . The affirmative vote of the Company’s shareholders holding a majority of the outstanding shares of Company Shares (subject to any provision in the Company’s MOA requiring a higher voting threshold) is the only vote of the holders of any of Company’s capital stock necessary to approve this Agreement and the transactions contemplated hereby.

3.29 Board Approval . The Board of Directors of the Company has (a) approved this Agreement and the Business Combination, (b) determined that this Agreement and the Business Combination are advisable and in the best interests of the stockholders of Company and are on terms that are fair to the shareholders and (c) recommends that the shareholders of Company approve this Agreement and consummation of the Business Combination.

3.30 Representations Complete . None of the representations or warranties made by Company herein or in any Company Disclosure Schedule, or certificate furnished by Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT,

MERGER SUB I AND MERGER SUB II

In this Agreement, any reference to Parent’s knowledge means the actual knowledge, after reasonable inquiry, of Michael E. Weksel. The defined term “Material Adverse Effect” shall have the same meaning as in Article III.

Except as set forth in the disclosure schedule delivered by Parent to the Company concurrently with the execution of this Agreement (the “ Parent Disclosure Schedule ”), which shall identify exceptions by specific section references, Parent, hereby represents and warrants to the Company, on behalf of itself, and on behalf of Merger Sub I and Merger Sub II as follows:

4.1 Organization, Standing and Power .

(a) Each of Parent, Merger Sub I and Merger Sub II is, a corporation duly organized, validly existing and in good standing, and no certificates of dissolutions have been filed under the laws of its jurisdiction of organization. Each of Parent, Merger Sub I and Merger Sub II has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a Material Adverse Effect on Parent, Merger Sub I or Merger Sub II, as the case may be. Merger Sub I was formed for the sole purpose of effecting the Redomestication Merger and the Business Combination. Accordingly prior to the Effective Time, Merger Sub I had no material business, operations, property or assets. Merger Sub II was formed for the sole purpose of effecting the Business Combination. Accordingly, prior to the Business Combination Effective Time, Merger Sub II will have had no business, operations, property or assets. Each of Parent, Merger Sub I, and Merger Sub II has made available to the Company, a true and correct copy of the Certificate of Incorporation and the By-Laws, or other organizational documents thereof, as applicable, each as amended to date. As of the date hereof and as of the Effective Time, none of Parent, Merger Sub I or Merger Sub II is in violation of any of the provisions of its Certificate of Incorporation or bylaws, or organizational documents, as applicable. Except for Merger Sub I and Merger Sub II, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

(b) Parent is the owner of all outstanding shares of capital stock of Merger Sub I and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of Merger Sub I are owned by Parent free and clear of all liens, charges, claims or encumbrances or rights of others. At the Effective Time, there will be no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued shares or other securities of Merger Sub I, or otherwise obligating Parent or Merger Sub I to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

(c) Merger Sub I is the owner of all outstanding shares of capital stock of Merger Sub II and such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of Merger Sub II are owned by Merger Sub I free and clear of all liens, charges, claims or encumbrances or rights of others. At the Business Combination Effective Time, there will be no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of Merger Sub II, or otherwise obligating Merger Sub I or Merger Sub II to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities.

4.2 Capital Structure .

(a) The authorized capital stock of Parent consists of 30,000,000 shares of common stock, $.0001, par value, and 1,000,000 shares of preferred stock, $.0001 par value, of which, as of the date hereof, there were issued and outstanding, 9,794,400 shares of common stock and no shares of preferred stock. There are no other outstanding shares or voting securities of the Parent and no outstanding commitments to issue any shares of capital stock or voting securities of the Parent after the date hereof, other than (i) pursuant to this Agreement, (ii) 8,044,400 shares of Parent Common Stock issuable upon the exercise of the Parent’s Redeemable Common Stock Purchase Warrants (“ Parent Warrants ”) issued in Parent’s initial public offering (“ IPO ”), (iii) 1,820,000 shares of Parent Common Stock issuable upon the exercise of warrants issued to initial stockholders of Parent (the “ Insider Warrants ”) and (iv) 600,000 shares of Parent Common Stock issuable upon the exercise of the unit purchase option granted by Parent to certain underwriters of its initial public offering and the Parent Warrants issuable thereunder (the “ Underwriter Option ”). All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and 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, the Certificate of Incorporation or bylaws of Parent or any agreement to which Parent is a party or by which it is bound. Parent has reserved 10,464,400 shares of common stock for issuance upon exercise of Parent Warrants and the Insider Warrants. Except for (i) the rights created pursuant to this Agreement, (ii) the Parent Warrants, (iii) the Insider Warrants, and (iv) the Underwriter Option, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Parent or obligating Parent to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for the obligation of Parent’s initial stockholders to vote in accordance with the majority of the Parent’s stockholders with respect to the Business Combination, there are no contracts, commitments or agreements relating to voting, purchase or sale of Parent’s capital stock (i) between or among Parent and any of its stockholders and (ii) to the best of Parent’s knowledge, between or among any of Parent’s stockholders.

(b) The authorized shares of Merger Sub I consist of 75,000,000 shares, U.S. $0.0001 par value, of which there are issued and outstanding 100 shares, owned by Parent. There are no other issued and outstanding shares or voting securities and no outstanding commitments to issue any shares or voting securities of Merger Sub I, other than pursuant to this Agreement. The shares of China Networks Surviving Corporation to be issued in connection with the Redomestication Merger and the Business Combination, when issued, will be duly authorized, validly issued, fully paid and non-assessable, free of any liens or encumbrances.

(c) The authorized shares of Merger Sub II consist of 50,000 shares, U.S. $0.0001 par value, of which there are issued and outstanding one share owned by Merger Sub I. There are no other issued and outstanding shares or voting securities and no outstanding commitments to issue any shares of or voting securities of Merger Sub II.

4.3 Authority .

(a) Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject only to the adoption of this Agreement and approval of the Business Combination by Parent’s stockholders, as contemplated by Section 8.1 . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent, subject only to the adoption of this Agreement, approval of the Merger and the Business Combination by Parent’s stockholders, as contemplated by Section 8.1 . This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid and binding obligation of Parent, subject only to the adoption of this Agreement, approval of the Merger and the Business Combination by Parent’s stockholders, as contemplated by Section 8.1 , enforceable against Parent in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity.

(b) Merger Sub I has the requisite corporate power and authority to enter into this Agreement and the other agreements necessary and required to consummate the Redomestication Merger and the Business Combination, and has been duly authorized by all necessary corporate power on the part of Merger Sub I to consummate the Redomestication Merger and the Business Combination. The execution and delivery of this Agreement and the consummation of the Redomestication Merger and the Business Combination transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Merger Sub I, subject only to the adoption of this Agreement, approval of the Merger and the Business Combination by Parent’s stockholders, as contemplated by Section 8.1 . This Agreement has been duly executed and delivered by Merger Sub I and constitutes the legal, valid and binding obligation of Merger Sub I and is enforceable against Merger Sub I in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity.

(c) Merger Sub II has the requisite corporate power and authority to enter into this Agreement and the other agreements necessary and required to consummate the Business Combination, and has been duly authorized by all necessary corporate power on the part of Merger Sub II to consummate the Business Combination. The execution and delivery of this Agreement and the consummation of the Business Combination transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of Merger Sub II, subject only to the adoption of this Agreement, approval of the Merger and the Business Combination by Parent’s stockholders, as contemplated by Section 8.1 . This Agreement has been duly executed and delivered by Merger Sub II and constitutes the legal, valid and binding obligation of Merger Sub II and is enforceable against Merger Sub II in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity.

4.4 No Conflict . The execution and delivery of this Agreement by Parent does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (a) any provision of the Certificate of Incorporation or bylaws of Parent, or any of its subsidiaries, as amended, or the organizational documents of Merger Sub I or Merger Sub II (b) any Law or Governmental Order or (c) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, Merger Sub I or Merger Sub II, or any of its subsidiaries or their properties or assets, except where such conflict, violation, default, termination, cancellation or acceleration with respect to the foregoing provisions of (c) would not have had and would not reasonably be expected to have a Material Adverse Effect on Parent, Merger Sub I or Merger Sub II.

4.5 Consents and Approval . No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Parent, Merger Sub I or Merger Sub II, or any of their respective subsidiaries in connection with the execution and delivery of this Agreement by Parent, the consummation by Parent and Merger Sub I of the Redomestication Merger, or the consummation by Merger Sub I and Merger Sub II of the Business Combination, contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2 ; (ii) the filing of the Articles and Plan of Merger as provided in Section 1.2 , (iii) the filing of the Business Combination Articles and Plan of Merger as provided in Section 2 , (iv) the filing with, and clearance by the SEC of a Registration Statement on Form S-4 containing a merger proxy/prospectus (the “ Merger Proxy/Prospectus ”) pursuant to which Parent’s stockholders must vote at a special meeting of stockholders to approve, among other things this Agreement, the Redomestication Merger and the Business Combination; (v) the filing of a Form 8-K with the SEC within four (4) business days after each of (A) the execution of this Agreement and (B) the Closing Date; (vi) any filings as may be required under applicable state securities laws and the securities laws of any foreign country; (vii) any filings required with the ASE with respect to the shares of (A) Surviving Corporation Shares issuable upon conversion of the Company Securities in the Business Combination and (B) Surviving Corporation Shares issuable upon conversion of the Parent Common Stock in the Redomestication Merger; and (viii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent or China Networks Surviving Corporation and would not reasonably be expected to prevent or materially alter or delay any of the transactions contemplated by this Agreement.

4.6 SEC Documents; Financial Statements . A true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings of Parent filed with the SEC by Parent since its inception have been, and, prior to the Business Combination Effective Time will be available to Company on the SEC’s website at www.sec.gov, and at the Parent’s executive offices, further, complete copies of any additional documents filed with the SEC by Parent prior to the Business Combination Effective Time will be available at www.sec.gov and at Parent’s executive offices (collectively, the “ Parent SEC Documents ”). Parent has timely filed all forms, statements and documents required to be filed by it with the SEC since its inception. In addition, Parent has made available to Company all exhibits to the Parent SEC Documents filed prior to the date hereof, and will promptly make available to Company all exhibits to any additional Parent SEC Documents filed prior to the Business Combination Effective Time. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those that have expired in accordance with their terms, and neither Parent nor any of its subsidiaries is in material default thereunder. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. None of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of Parent, including the notes thereto, included in the Parent SEC Documents (the “ Parent Financial Statements ”) were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-QSB, as permitted by Form 10-QSB of the SEC). The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments).

4.7 Sarbanes-Oxley Act of 2002 . Parent is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) applicable to it as of the date hereof and the Business Combination Effective Time. There has been no change in Parent’s accounting policies since its inception except as described in the notes to the Parent Financial Statements. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since inception, was accompanied by the certifications required to be filed or submitted by Parent’s chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act, and at the time of filing or submission of each such certification, such certification was true and accurate and materially complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Neither Parent nor, to the knowledge of the Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Parent has engaged in questionable accounting or auditing practices, except for (A) any complaint, allegation, assertion or claim as has been resolved without any resulting change to Parent’s accounting or auditing practices, procedures methodologies or methods of Parent or its internal accounting controls and (b) questions regarding such matters raised and resolved in the ordinary course in connection with the preparation and review of Parent’s financial statements and periodic reports. To the knowledge of Parent, no attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent (“ Parent Board ”) or any committee thereof or to any director or officer of Parent. To the knowledge of Parent, no employee of Parent has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law.

4.8 Absence of Certain Changes . Since December 31, 2007 (the “ Parent Balance Sheet Date ”), Parent has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or is reasonably likely to result in, or to the best of Parent’s knowledge any event beyond Parent’s control that is reasonably likely to result in, a Material Adverse Effect to Parent; (ii) any acquisition, sale or transfer of any material asset of Parent or any of its subsidiaries other than in the ordinary course of business and consistent with past practice; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Parent or any revaluation by Parent of any of its or any of its subsidiaries’ assets; (iv) any declaration, setting aside, or payment of a dividend or other distribution with respect to the shares of Parent, or any direct or indirect redemption, purchase or other acquisition by Parent of any of its shares of capital stock; (v) other than this Agreement, any material contract entered into by Parent or any of its subsidiaries, other than in the ordinary course of business and as provided to Company, or any amendment or termination of, or default under, any material contract to which Parent or any of its subsidiaries is a party or by which it is bound; (vi) any amendment or change to Parent’s Certificate of Incorporation or bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by Parent to any of its directors or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with Parent’s past practices. Parent has not agreed since December 31, 2007 to do any of the things described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to take any of the actions described in the preceding clauses (i) through (vii) (other than negotiations with the Company and its representatives regarding the transactions contemplated by this Agreement).

4.9 Absence of Undisclosed Liabilities . Parent has no material obligations or liabilities of any nature (matured or unmatured, known or unknown, fixed or contingent) other than (i) those set forth or adequately provided for in the Balance Sheet included in Parent’s Quarterly Report on Form 10-QSB for the period ended December 31, 2007 (the “Parent Balance Sheet”), (ii) those incurred in the ordinary course of business and not required to be set forth in the Parent Balance Sheet under GAAP, (iii) those incurred in the ordinary course of business since the Parent Balance Sheet date and not reasonably likely to have a Material Adverse Effect on Parent and (iv) those incurred in connection with this Agreement.

4.10 Litigation . There is no private or governmental action, suit, proceeding, claim, arbitration, audit or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of Parent or any of its subsidiaries, threatened against Parent or any of its subsidiaries or any of their respective properties or any of their respective officers or directors (in their capacities as such). There is no injunction, judgment, decree, order or regulatory restriction imposed upon Parent or any of its subsidiaries or any of their respective assets or business, or, to the knowledge of Parent and its subsidiaries, any of their respective directors or officers (in their capacities as such).

4.11 Restrictions on Business Activities . Except as may be contemplated by this Agreement, there is no agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or reasonably would be expected to have the effect of prohibiting or materially impairing any business practice of Parent, or its subsidiaries, any acquisition of property by Parent, or its subsidiaries, or the conduct of business by Parent, its subsidiaries.

4.12 No Interest in Property . Except as set forth on Schedule 4.12, Parent, Merger Sub I and Merger Sub II do not have any interest in any real property, tangible personal property and/or intellectual property as an owner, licensee, lessee or tenant (as applicable).

4.13 Employee Benefit Plans . Parent does not maintain and has not maintained any employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active or former employee, director or consultant of Parent, or any trade or business (whether or not incorporated) which is under common control with Parent, with respect to which the Parent has or would reasonably be expected to have liability. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any stockholder, director or employee of Parent.

4.14 Labor Matters . Parent is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Parent nor does Parent know of any activities or proceedings of any labor union to organize any such employees.

4.15 Interested Party Transactions . Except as disclosed in the Parent SEC Documents, Parent is not indebted to any director or officer of Parent (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses), and no such person is indebted to Parent, and there are no other transactions of the type required to be disclosed pursuant to Items 402 or 404 of Regulation S-K under the Securities Act and the Exchange Act.

4.16 Insurance . Parent maintains no insurance of any kind, other than directors and officers liability coverage in the amount of $5,000,000.

4.17 Compliance With Laws . Parent, Merger Sub I and Merger Sub II have complied with, are not in violation of, and have not received any notices of violation with respect to, any Law applicable thereto or to the conduct, ownership or operation of their respective businesses, except for such violations or failures to comply as would not be reasonably expected to have a Material Adverse Effect on the Parent.

4.18 Brokers’ and Finders’ Fees . Parent has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby other than fees payable to Chardan Capital Markets, LLC (“ Chardan ”) and SMH Capital Inc., except as disclosed by the Parent to the Company or its representatives or to any of the Principal Shareholders with respect to such liability or charges prior to the date hereof and as approved by the Company or any Principal Shareholder following the date hereof.

4.19 Minute Books . The minute books of Parent made available to Company contain in all material respects a complete and accurate summary of all meetings of directors and stockholders or actions by written consent of Parent since inception and through the date of this Agreement, and reflect all transactions referred to in such minutes accurately in all material respects.

4.20 Vote Required . The approval of Parent’s and Merger Sub I’s Board of Directors, the affirmative vote of the sole stockholder of Merger Sub II and the approval of Parent’s stockholders in accordance with Section 8.1 hereof, are the only approvals or votes necessary to approve this Agreement, the Redomestication Merger and the Business Combination and the transactions contemplated hereby.

4.21 Board Approval . The Parent Board has approved this Agreement, the Redomestication Merger and the Business Combination and determined that this Agreement, the Redomestication Merger and the Business Combination are in the best interests of the Parent, Merger Sub I and Merger Sub II. The Parent Board has determined that the fair market value of the Company is equal to at least 80% of the Parent’s assets. The Board of Directors of Merger Sub I has approved this Agreement, the Redomestication Merger and the Business Combination and shall have recommended to the sole stockholder of Merger Sub I to approve this Agreement, the Redomestication Merger and the Business Combination. The Board of Directors of Merger Sub II has approved this Agreement and the Business Combination and shall have recommended to Merger Sub I to approve this Agreement and the Business Combination.

4.22 ASE Quotation . Parent Common Stock is listed on the ASE. There is no action or proceeding pending or, to Parent’s knowledge, threatened against Parent by ASE to prohibit or terminate the listing of Parent Common Stock on the ASE. The Parent Common Stock is registered pursuant to Section 12(b) of the Exchange Act and Parent has taken no action designed to, or which is likely to have the effect of, terminating the registration of the Parent Common Stock under the Exchange Act nor has Parent received any notification that the SEC is contemplating terminating such registration.

4.23 Trust Account Funds . As of December 31, 2007, there was $63,154,286, including interest thereon, held in the trust account established in connection with Parent’s IPO (the “ Trust Account ”) for use by the Parent in connection with a business combination as set forth in Parent’s Certificate of Incorporation. Amounts in the Trust Account are invested in U.S. Government securities or in money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended.

4.24 Representations Complete . None of the representations or warranties made by Parent herein or in any Parent Disclosure Schedule, or certificate furnished by Parent pursuant to this Agreement, or the Parent SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Business Combination Effective Time any untrue statement of a material fact, or omits or will omit at the Business Combination Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

ARTICLE V

CONDUCT PRIOR TO THE BUSINESS COMBINATION EFFECTIVE TIME

5.1 Conduct of Business . During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Business Combination Effective Time, each of Parent and the Company agree (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other party), to carry on its and its subsidiaries’ business, in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries’ present business organizations, use its reasonable best efforts consistent with past practice to keep available the services of its, and in the case of the Company, its subsidiaries’ present officers and key employees and use its reasonable best efforts consistent with past practice to preserve its and its Subsidiaries’ relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, and its Subsidiaries, to the end that its and its subsidiaries’ goodwill and ongoing businesses shall be unimpaired at the Business Combination Effective Time. Each of Parent and the Company agrees to promptly notify the other of any material event or occurrence not in the ordinary course of its business and the business of its subsidiaries, and of any event that would have a Material Adverse Effect on Parent or the Company.

5.2 Restrictions on Conduct of Business . During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Business Combination Effective Time, except as expressly contemplated by this Agreement, none of Parent or the Company shall do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries, to do, cause or permit any of the following, without the prior written consent of the other:

(a) Charter Documents . Cause or permit any amendments to its Certificate of Incorporation, bylaws, MOA or other equivalent organizational documents, other than pursuant to the Continuation (as defined below);

(b) Dividends; Changes in Capital Stock . Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

(c) Material Contracts . Enter into any new material contract, or violate, amend or otherwise modify or waive any of the terms of any existing material contract, other than upon prior consultation with, and prior written consent (which shall not be unreasonably withheld) of the other parties to this Agreement, or specifically in the event of future acquisitions of businesses by the Company, upon prior written consent of the Parent;

(d) Issuance of Securities . Except pursuant to the Financing or the Continuation, issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities;

(e) Intellectual Property . Transfer or license to any person or entity any rights to any Intellectual Property other than the license of non-exclusive rights to Intellectual Property for use by the Company or any subsidiary in its business in the ordinary course of business consistent with past practice;

(f) Dispositions . Sell, lease, license or otherwise dispose of or encumber any of its properties or assets which are material, individually or in the aggregate, to its and its Subsidiaries’ business, taken as a whole, except in the ordinary course of business consistent with past practice;

(g) Indebtedness . Except in its ordinary course of business, and pursuant to the Financing, incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others in excess of $100,000 in the aggregate;

(h) Payment of Obligations . Pay, discharge or satisfy in an amount in excess of $100,000 in any one case, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) arising other than (i) in the ordinary course of business, and (ii) with respect to the Parent, the payment, discharge or satisfaction of liabilities reflected or reserved against in the Parent Financial Statements;

(i) Capital Expenditures . Make any capital expenditures, capital additions or capital improvements except in the ordinary course of business and consistent with past practice that do not exceed $100,000 individually or in the aggregate;

(j) Acquisitions . Acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire any assets which are material, individually or in the aggregate, to its and its Subsidiaries’ business, taken as a whole, or acquire any equity securities of any corporation, partnership, association or business organization, other than future acquisitions of a television station or advertising operating business by the Company in China, upon prior written consent of the Parent, not to be unreasonably withheld or delayed;

(k) Taxes . In the case of the Company or its Subsidiaries, change any election in respect of Taxes, change any accounting method in respect of Taxes, file any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes;

(l) Accounting Policies and Procedures . Make any change to its financial accounting methods, principles, policies, procedures or practices, except as may be required by GAAP, Regulation S-X promulgated by the SEC or applicable statutory accounting principles;

(m) Other . Take or agree in writing or otherwise to take, any of the actions described in Sections 5.2(a) through (l) above, or any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder;

provided however , that from the date hereof until July 15, 2008, none of the foregoing Sections 5.2(a) through (l) shall in any way limit or restrict any action taken by the Company or any Subsidiary to enter into any framework agreements or joint venture agreements with television stations or advertising operating businesses located in the PRC (the “ Initial Acquisitions ”).

5.3 Joint Ventures and Framework Agreements .

(a) From and after the date hereof until the Closing Date, the Company shall use its commercially reasonable efforts to consummate the joint ventures contemplated by each Framework Agreement on substantially the terms and conditions set forth therein.

(b) From and after the date hereof until the Closing Date, the Company shall use its commercially reasonable efforts to enter into additional framework agreements and joint ventures with television stations located in the PRC on terms and conditions comparable to those set forth in the Framework Agreements, in each case subject to the prior written approval of Parent, not to be unreasonably withheld or delayed.

ARTICLE VI

COVENANTS

6.1 Merger Proxy/Prospectus; Special Meeting .

(a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information required in a Registration Statement on Form S-4, containing the Merger Proxy/ Prospectus, Parent shall prepare and file with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “ Securities Act ”), and with all other applicable regulatory bodies, the Registration Statement for the purpose of soliciting proxies from holders of Parent Common Stock to vote at a special meeting of the stockholders of Parent (the “ Special Meeting ”) in favor of (i) the adoption of this Agreement and the approval of the Business Combination, whereby the Company will become a wholly-owned subsidiary of the China Networks Surviving Corporation (the “ Business Combination Proposal ”), (ii) the approval of the Redomestication Merger for the purpose of redomesticating the Parent to the British Virgin Islands, and in connection with such merger changing the Parent’s name to China Networks International Holdings, Ltd. (the “ Redomestication Proposal ”), and (iii) to adopt an equity incentive plan in the form of the Incentive Stock Option Plan (the “ Incentive Plan Proposal ”). The effectiveness of the Business Combination shall be conditioned upon the approval of the Redomestication Proposal, and the effectiveness of the Redomestication Merger shall be conditioned upon the approval of the Business Combination Proposal. The approval of the Incentive Plan Proposal shall not be a condition to the consummation of the Redomestication Merger or the Business Combination. Such materials shall be in the form of the Merger Proxy/Prospectus to be used for the purpose of soliciting such proxies from holders of Parent Common Stock and registering the Surviving Corporation Shares to be issued, upon consummation of the Redomestication Merger, in exchange for the Parent Common Stock outstanding immediately prior to the Redomestication Merger. The Merger Proxy/Prospectus shall include the registration of the shares underlying the Surviving Corporation Stock Rights to be issued in connection with the Business Combination. The Company shall furnish to Parent all information concerning the Company and its Subsidiaries and their business required to be set forth in the Merger Proxy/Prospectus. The Company and its counsel shall be given an opportunity to review and comment on the Merger Proxy/Prospectus prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Merger Proxy/Prospectus and shall otherwise use commercially reasonable efforts to complete the SEC review process as promptly as practicable. Parent shall retain a reputable proxy solicitation firm.

(b) As soon as practicable following the completion of the SEC review process, Parent shall distribute the Merger Proxy/Prospectus to the holders of Parent Common Stock and, pursuant thereto, shall call the Special Meeting in accordance with Delaware Law and, subject to the other provisions of this Agreement, solicit proxies from such holders to vote in favor of the adoption of this Agreement and the approval of the Merger and the other matters presented to the stockholders of Parent for approval or adoption at the Special Meeting.

(c) Parent shall comply in all material respects with the applicable provisions of and rules under the Securities Act, Exchange Act and the applicable provisions of the Delaware Law in the preparation, filing and distribution of the Merger Proxy/Prospectus, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or its Subsidiaries and their business or any other information specifically furnished by the Company in writing for inclusion in the Merger Proxy/Prospectus). Without limiting the foregoing, Parent shall ensure that the Merger Proxy/Prospectus does not, as of the date on which it is first distributed to stockholders of Parent, and as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Parent shall not be responsible for the accuracy or completeness of any information relating to the Company or its Subsidiaries and their business or any other information specifically furnished by the Company in writing for inclusion in the Merger Proxy/Prospectus). The Company represents and warrants that the information relating to the Company and its Subsidiaries and their business specifically supplied in writing by the Company for inclusion in the Merger Proxy/Prospectus will not as of the date on which the Merger Proxy/Prospectus (or any amendment or supplement thereto) is first distributed to stockholders of Parent or at the time of the Special Meeting contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading. The Company shall in good faith provide Parent with a letter, dated the date of the Merger Proxy/Prospectus and in form and substance reasonably acceptable to Parent, attaching the Merger Proxy/Prospectus and confirming that all the information included in the Merger Proxy/Prospectus has been specifically furnished by the Company in writing for inclusion therein. Any subsequent changes to such sections of the Merger Proxy/Prospectus without the consent of the Company shall be the responsibility of Parent.

6.2 Form 8-K . At least five (5) days prior to Closing, Parent shall prepare a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Merger in any report or form to be filed with the SEC (“ Merger Form 8-K ”), which shall be in a form reasonably acceptable to the Company. Prior to Closing, Parent and the Company will prepare the press release announcing the consummation of the Merger hereunder (“ Press Release ”). Simultaneously with the Closing, Parent shall file and distribute the Press Release. Within four (4) business days of the Closing, Parent shall file the Merger Form 8-K with the SEC.

6.3 Action of Company’s Shareholders .

(a) The Company shall within five Business Days after the date hereof, take all action necessary in accordance with BVI Law and its MOA and by-laws and shall use its reasonable best efforts to secure the vote or consent of shareholders required to effect the Business Combination from and after the execution of this Agreement.

(b) Until the termination of this Agreement pursuant to Section 11 below, at every meeting of the shareholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the shareholders of the Company with respect to any of the following, each Principal Shareholder shall cause the Company Securities held by such Principal Shareholder to be voted (i) in favor of adoption and approval of this Agreement and approval of the Business Combination and (ii) against approval of (A) any proposal made in opposition to or in competition with consummation of the Business Combination, (B) any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent or its affiliates, (C) any liquidation or winding up of the Company and (D) any other proposal having the intent of hindering or delaying the consummation of the Business Combination. Until the termination of this Agreement pursuant to Section 11.1 below, each Principal Shareholder agrees not to transfer any Company Securities, unless each transferee to which any of such Company Securities, or any interest in any of such Company Securities, is or may be transferred shall have executed an agreement in form and substance reasonably satisfactory to Parent requiring such transferee to abide by the covenants contained in this Section 6.3 on the same basis as each Principal Shareholder.

6.4 Employment Agreements . Parent and Li Shuangqing shall use reasonable efforts to agree upon definitive terms with respect to the employment agreement to be executed, by each of them, as a condition to the Closing.

6.5 Registration Rights Agreement . The Parent and the Principal Shareholders shall use reasonable efforts to agree upon definitive terms with respect to the Registration Rights Agreement to be executed as a condition to the Closing and generally reflecting the matters referred to in Section 9.1 hereof.

6.6 Fiscal Year . Prior to the Business Combination Effective Time, or as soon as practicable thereafter, the Parent shall change its fiscal year end to December 31.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 No Claim Against Trust Account . The Company and each Principal Shareholder hereby waives all rights against Parent to collect from the Trust Account any moneys that may be owed to the Company or any Principal Shareholder by Parent for any reason whatsoever, including but not limited to a breach of this Agreement by Parent or any negotiations, agreements or understandings with Parent (other than as a result of the consummation of the Business Combination, pursuant to which the Company would have the right to collect certain of the monies in the Trust Account), and will not seek recourse against the Trust Account for any reason whatsoever.

7.2 Access to Information .

(a) Except as prohibited by applicable law, each of Parent and Company shall afford the other and its accountants, counsel and other representatives (the “ Representatives ”), reasonable access during normal business hours during the period prior to the Business Combination Effective Time to (i) all of such party’s and its Subsidiaries’ properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of such party and its Subsidiaries as the other party may reasonably request. Each of Parent and Company agrees to provide to the other and its accountants, counsel and other representatives copies of internal financial statements promptly upon request.

(b) Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Parent and Company shall confer on a regular and frequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations.

(c) No information or knowledge obtained in any investigation pursuant to this Section 7.2 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

(d) Each of Parent and Company shall provide the other, and the Company shall cause each of the Subsidiaries to provide Parent and its Representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of such party’s and its Subsidiaries’ Tax Returns and other records and workpapers relating to Taxes, and shall also provide the following information upon the request of the other party: (i) a schedule of the types of Tax Returns filed by Parent or Company, as applicable, and in the case of the Company, each of its Subsidiaries in each taxing jurisdiction, (ii) a schedule of the year of the commencement of the filing of each such type of Tax Return, (iii) a schedule of all closed years with respect to each such type of Tax Return filed in each jurisdiction, (iv) a schedule of all Tax elections filed in each jurisdiction by Parent or Company, as applicable, and each of the Subsidiaries, and (v) receipts or other appropriate evidence for any Taxes paid to foreign Tax authorities.

7.3 Confidential Information; Non-Solicitation or Negotiation .

(a) Confidential Information . Except in connection with any dispute between the parties and subject to any obligation to comply with (i) any applicable law, (ii) any rule or regulation of any Governmental Entity or securities exchange, or (iii) any subpoena or other legal process to make information available to the persons entitled thereto, whether or not the transactions contemplated herein shall be concluded, all information obtained by any party about any other, and all of the terms and conditions of this Agreement, shall be kept in confidence by each party, and each party shall cause its stockholders, directors, officers, managers, employees, agents and attorneys to hold such information confidential. Such confidentiality shall be maintained to the same degree as such party maintains its own confidential information and shall be maintained until such time, if any, as any such data or information either is, or becomes, published or a matter of public knowledge; provided, however, that the foregoing shall not apply to any information obtained by a party from a source not known by such party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the other party, nor to any information obtained by a party which is generally known to others engaged in the trade or business of such party. In the event a party to this Agreement becomes legally compelled to disclose any such information, it shall promptly provide the others with written notice of such requirement so that the other parties to this Agreement may seek a protective order or other remedy. If this Agreement shall be terminated for any reason, the parties shall return or cause to be returned to the others all written data, information, files, records and copies of documents, worksheets and other materials obtained by such parties in connection with this Agreement.

(b) No Solicitation or Negotiation by Parent . Unless and until this Agreement is terminated, from and after July 15, 2008 Parent and Merger Sub I shall not suffer or permit their directors, officers, stockholders, employees, representatives, agents, investment bankers, advisors, accountants or attorneys of Parent or Merger Sub I, to initiate or solicit, directly or indirectly, any inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than by the Company) for a stock purchase, asset acquisition, merger, consolidation or other business combination involving Parent or Merger Sub I or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, Parent or Merger Sub I (an “ Alternative Proposal ”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Alternative Proposal. Parent shall notify the Company orally and in writing of the receipt of any such inquiries, offers or proposals (including the terms and conditions of any such offer or proposal, the identity of the person and/or entity making it and a copy of any written Alternative Proposal), as promptly as practicable and in any event within 48 hours after the receipt thereof, and shall keep the Company informed of the status and details of any such inquiry, offer or proposal. Parent and Merger Sub I shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other representative thereof with respect to the foregoing. Notwithstanding the foregoing, if the Parent Board determines, in its good faith judgment and based upon written advice from its legal counsel (who may be Parent's regularly engaged legal counsel), that it is required to make a change in its recommendation regarding the Business Combination or the Redomestication Merger to comply with its fiduciary obligations to the Parent and its stockholders under applicable Law, the Parent Board may make a change in its recommendation, including recommending that stockholders vote against the Business Combination and the Redomestication Merger. No disclosure that Parent Board may determine in good faith (upon written advice from its legal counsel, who may be Parent's regularly engaged counsel) that it or Parent is required to make under applicable Law will constitute a violation of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the obligation of Parent to call, give notice of, convene and hold the Special Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Alternative Proposal, or by any change in the Parent Board recommendation regarding the Business Combination or the Redomestication Merger.

Notwithstanding the preceding paragraph, prior to the satisfaction of the condition set forth in Section 8.1(l)(i) , the Parent or its representatives may furnish information with respect to the Parent and its business and operations, and negotiate or otherwise engage in discussions with, any person that has made, after the date hereof, an unsolicited and bona fide written Alternative Proposal, if and only to the extent that (i) such Alternative Proposal did not result from or arise from the breach of the obligations of the Parent set forth in the first sentence of the preceding paragraph, and (ii) the Parent Board determines in good faith, based upon written advice received from counsel (who may be Parent’s regularly engaged counsel), that (x) such Alternative Proposal is, or is reasonably likely to lead to, a Superior Proposal (as defined below) and (y) the failure to do so would be inconsistent with its fiduciary duties under applicable Law. For purposes of the foregoing, “ Superior Proposal ” means any bona fide written Alternative Proposal that did not result from a breach of this Section 7.3(b) by the Parent and on terms that the Parent Board determines in good faith (based upon written advice from its financial advisor), to be more favorable to the stockholders of the Parent from a financial point of view than the Business Combination, taking into account all the terms and conditions of such proposal and this Agreement (including any changes to the terms of this Agreement proposed by the Company in good faith to the Parent in response to such proposal or otherwise).

(c) No Solicitation or Negotiation by Company or the Principal Shareholders . Unless and until this Agreement is terminated, the Company and the Principal Shareholders (which solely and exclusively for purposes of this Section 7.3 shall be deemed to include Li Shuangqing) shall not and shall not suffer or permit their directors, officers, stockholders, employees, representatives, agents, investment bankers, advisors, accountants or attorneys of the Company, to initiate or solicit, directly or indirectly, any inquiries or the making of any offer or proposal that constitutes or would be reasonably expected to lead to a proposal or offer (other than by the Parent) for an stock purchase, asset acquisition, merger, consolidation or other business combination involving the Company or any proposal to acquire in any manner a direct or indirect substantial equity interest in, or all or any substantial part of the assets of, the Company (a “ Company Alternative Proposal ”) from any person and/or entity, or engage in negotiations or discussions relating thereto or accept any Company Alternative Proposal, or make or authorize any statement, recommendation or solicitation in support of any Company Alternative Proposal. The Company and the Principal Shareholders shall notify the Parent of the receipt of any such inquiries, offers or proposals (including the terms and conditions of any such offer or proposal, the identity of the person and/or entity making it and a copy of any written Company Alternative Proposal), as promptly as practicable, and shall keep the Parent informed of the status and details of any such inquiry, offer or proposal. The Company and the Principal Shareholders shall immediately terminate any existing solicitation, activity, discussion or negotiation with any person and/or entity hereafter conducted by them or by any officer, employee, director, stockholder or other representative thereof with respect to the foregoing.

7.4 Public Disclosure . Unless otherwise permitted by this Agreement, Parent and Company shall consult with each other before issuing any press release or otherwise making any public statement or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby, and neither shall issue any such press release or make any such statement or disclosure without the prior approval of the other (which approval shall not be unreasonably withheld), except as may be required by law, in which case the party proposing to issue such press release or make such public statement or disclosure shall use its commercially reasonable efforts to consult with the other party before issuing such press release or making such public statement or disclosure.

7.5 Consents; Cooperation .

(a) Each of Parent and Merger Sub I shall promptly apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Redomestication Merger.

(b) Each of Parent, Merger Sub II and Company shall promptly apply for or otherwise seek, and use its reasonable best efforts to obtain, all consents and approvals required to be obtained by it for the consummation of the Business Combination. Company shall use its reasonable best efforts to obtain all necessary consents, waivers and approvals under any of its Material Company Contracts in connection with the Business Combination for the assignment thereof or otherwise.

(c) Notwithstanding anything to the contrary in Section 7.5(a) , (i) neither Parent nor any of it subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation on its operations that would reasonably be expected to have a Material Adverse Effect on Parent or of Parent combined with the China Networks II Surviving Corporation after the Business Combination Effective Time and (ii) neither Company nor its subsidiaries shall be required to divest any of their respective businesses, product lines or assets, or to take or agree to take any other action or agree to any limitation that would reasonably be expected to have a Material Adverse Effect on Company.

7.6 Legal Requirements . Each of Parent, Merger Sub I, Merger Sub II and the Company will, and will cause their respective subsidiaries to, take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any party hereto necessary in connection with any such requirements imposed upon such other party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other parties hereto in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement.

7.7 Blue Sky Laws . Parent shall use its reasonable best efforts to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of the Parent Common Stock and other securities of Parent in connection with the Redomestication Merger and the Business Combination. The Company shall use its reasonable best efforts to assist Parent as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable in connection with the issuance of Parent Common Stock and other securities of Parent in connection with the Redomestication Merger and the Business Combination.

7.8 Indemnification .

(a) After the Business Combination Effective Time, China Networks Surviving Corporation will fulfill and honor in all respects the obligations of the Company pursuant to the indemnification provisions of the Company’s MOA, in each case as in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. Without limitation of the foregoing, in the event any person so indemnified (a “ Company Indemnified Party ”) is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter relating to this Agreement or the transactions contemplated hereby occurring on or prior to the Business Combination Effective Time, China Networks Surviving Corporation shall, or shall cause the China Networks II Surviving Corporation to, pay as incurred such Company Indemnified Party’s reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith to the fullest extent permitted by BVI Law. Any Company Indemnified Party wishing to claim indemnification under this Section 7.8 , upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the China Networks II Surviving Corporation.

(b) To the extent there is any claim, action, suit, proceeding or investigation (whether arising before or after the Business Combination Effective Time) against a Company Indemnified Party that arises out of or pertains to any action or omission in his or her capacity as director, officer, employee, fiduciary or agent of the Company occurring prior to the Business Combination Effective Time, or arises out of or pertains to the transactions contemplated by this Agreement for a period lasting until the expiration of five years after the Business Combination Effective Time (whether arising before or after the Business Combination Effective Time), in each case for which such Company Indemnified Party is indemnified under this Section 7.8 , such Company Indemnified Party shall be entitled to be represented by counsel, which counsel shall be counsel of Parent (provided that if use of counsel of China Networks Surviving Corporation would be expected under applicable standards of professional conduct to give rise to a conflict between the position of the Company Indemnified Person and of China Networks Surviving Corporation, the Company Indemnified Party shall be entitled instead to be represented by counsel selected by the Company Indemnified Party and reasonably acceptable to China Networks Surviving Corporation) and, following the Business Combination Effective Time, China Networks II Surviving Corporation and China Networks Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received and China Networks II Surviving Corporation and China Networks Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the China Networks II Surviving Corporation nor China Networks Surviving Corporation shall be liable for any settlement effected without its written consent; and provided, further, that, in the event that any claim or claims for indemnification are asserted or made prior to the expiration of such five year period, all rights to indemnification in respect to any such claim or claims shall continue until the disposition of any and all such claims. The Company Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of any two or more Company Indemnified Parties.

(c) The provisions of this Section 7.8 are intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Party, his or her heirs and representatives.

7.9 Best Efforts and Further Assurances . Each of the parties to this Agreement shall use its commercially reasonable best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

ARTICLE VIII

CONDITIONS TO THE BUSINESS COMBINATION

8.1 Conditions Precedent to the Obligation of the Parent to Consummate the Business Combination

The obligations of Parent to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Business Combination Effective Time of each of the following conditions, (any of which may be waived, in writing, by Parent, with the exception of the conditions set forth in Sections 8.1(a), (b), (c)and (d) :

(a) Business Combination Proposal . The Business Combination Proposal shall have been duly approved and adopted by the stockholders of Parent by the requisite vote under the Parent’s Certificate of Incorporation.

(b) Parent Common Stock . Holders of less than thirty percent (30%) of the shares of Parent Common Stock issued in Parent’s IPO outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Account in accordance with the Parent’s Certificate of Incorporation.

(c) Redomestication Proposal . The Redomestication Proposal shall have been duly approved and adopted by the requisite vote of the holders of Parent Common Stock under Delaware Law and the Redomestication Merger shall have been consummated.

(d) Company Shareholder Approval . This Agreement and the Business Combination shall have been approved and adopted by the Company board and the Company shareholders holding a majority of the Company Securities in excess of 50%, voting together as one class.

(e) Documents . The following documents to be delivered to the appropriate parties, in a form acceptable to Parent:

(i) the Lock-Up Agreement executed by the Principal Shareholders;

(ii) the Incentive Stock Option Plan for China Networks Surviving Corporation;

(iii) the registration rights agreement, by and between China Networks Surviving Corporation, the Principal Shareholders and certain stockholders of the Parent (the “ Registration Rights Agreement ”) executed by the Principal Stockholders;

(iv) executed Plan of Merger, by and between the Parent and Merger Sub I;

(v) Certificate of Merger with respect to the Redomestication Merger to be filed in accordance with Delaware law as of the Effective Time;

(vi) executed Articles and Plan of Merger to be filed in accordance with BVI Law as of the Effective Time;

(vii) executed Plan of Merger, by and between the Merger Sub II and the Company;

(viii) executed Business Combination Articles and Plan of Merger to be filed in accordance with BVI Law at the Business Combination Effective Time;

(ix) a certificate of good standing or equivalent under BVI Law of the Company;

(x) each of the documents to which the Company or its Subsidiaries is a party, duly executed;

(xi) an employment agreement between Parent and Li Shuangqing in form and substance reasonably satisfactory to Parent, executed by Li Shuangqing;

(xii) a copy of the (i) audited consolidated financial statements (including any related notes thereto) for the fiscal years ended December 31, 2007, 2006 and 2005, (collectively, the “ Audited Financial Statements ”) and (ii) unaudited consolidated financial statements for the three month period ended March 31, 2008 (or if the Closing occurs more than 30 days after the completion of a fiscal period, for that period of time from December 31, 2007 to such fiscal period) with respect to the businesses conducted by the Company as of the Business Combination Effective Time (collectively, the “ Interim Financial Statements , and together with the Audited Financial Statements, the “ Company Financial Statements ”); and such other financial statements of the Company or entities controlled by the Company as shall be necessary to allow Parent to complete the Merger Proxy/Prospectus, which (A) with respect to the Audited Financial Statements, shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (B) with respect to the Company Financial Statements, shall fairly present in all material respects the financial position of the Company and of its Subsidiaries at the respective dates thereof and the results of their respective operations and cash flows for the periods indicated; and (C) with respect to the Interim Financial Statements, shall show aggregate obligations or liabilities of the Company or its Subsidiaries of less than $250,000 (other than obligations or liabilities incurred pursuant to the terms of this Agreement, and those incurred pursuant to the terms of any framework agreement, other joint venture or acquisition or the Financing); and

(xiii) such other documents as the Parent may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty of the Principal Shareholders, the Company or its Subsidiaries pursuant to Section 8.1(f) , (ii) evidencing the performance by the Company or its Subsidiaries of, or the compliance by the Company or its Subsidiaries with, any covenant or obligation required to be performed or complied with by the Company or its Subsidiaries, (iii) evidencing the satisfaction of any condition referred to in this Section 8.1 , or (iv) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement.

(f) Representations, Warranties and Covenants . (i) The representations and warranties of the Principal Shareholders and the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Business Combination Effective Time as though such representations and warranties were made on and as of such time (provided that those representations and warranties which address matters only as of a particular date shall be true and correct as of such date) and (ii) the Company and the Principal Shareholders shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Business Combination Effective Time.

(g) Certificate of Officer . Parent shall have been provided with a certificate executed on behalf of Company by its Executive Chairman and Chief Executive Officer certifying that the conditions set forth in Section 8.1(f) shall have been fulfilled.

(h) Injunctions or Restraints on Conduct of Business . No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting Company’s or its Subsidiaries’ conduct or operation of the business of Company and its Subsidiaries following the Redomestication Merger shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Entity, domestic or foreign, seeking the foregoing be pending.

(i) No Proceedings . Since the date of this Agreement, there must not have been commenced or threatened against the Parent, the Merger Sub I, Merger Sub II, the Company, Company’s Subsidiaries, the Principal Shareholders, or any affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Effective Time) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated hereby.

(j) No Material Adverse Changes . There shall not have occurred any Material Adverse Effect on Company, or any change that has a Material Adverse Effect on Company.

(k) Financing . The Company shall have entered into definitive documentation for a bridge loan in an amount of not less than U.S.$20,000,000 and not more than U.S. $40,000,000 on terms and conditions reasonably satisfactory to Parent (the “ Financing ”), including, a covenant requiring the Company to use its best efforts to consummate the Business Combination and an event of default triggered upon the failure of the Company to consummate the Business Combination prior to June 29, 2009.

(l) Joint Ventures; Capital Structure . (i) The Company shall have entered into joint ventures pursuant to the definitive agreements (each a “ Joint Venture Agreement ”) contemplated by the Framework Agreements or such other framework agreements as may be entered into between the date hereof and Closing, in any case containing terms and conditions that are reasonably satisfactory to Parent and with at least two joint venture partners satisfactory to Parent. In the event Parent does not exercise its right to terminate this Agreement pursuant to Section 11.3 upon the Initial Acquisitions, then such Initial Acquisitions and the terms and conditions thereof shall be deemed to be reasonably satisfactory to Parent.

(ii) The capital structure and corporate structure of the Company and its Subsidiaries, and the structure of the Company’s direct and indirect interest in each Joint Venture Agreement, shall be reasonably satisfactory to Parent.

(iii) China Networks Surviving Corporation shall not be obligated to issue more than an aggregate amount of 2,950,000 Surviving Corporation Shares at the Business Combination Effective Time pursuant to this Agreement (and each of the documents delivered hereunder) and the Financing (and each of the documents delivered thereunder).

(m) Governmental Approvals . Company and its Subsidiaries shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of or in connection with this Agreement, the Business Combination and the Joint Venture Agreements, including such approvals, waivers and consents as may be required under BVI Law and PRC Law.

8.2 Conditions Precedent to the Obligation of the Company to Consummate the Business Combination . The obligations of Company to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Business Combination Effective Time of each of the following conditions, any of which may be waived, in writing, by Company, with the exception of the conditions set forth in Sections 8.2(a)-(d) :

(c) Company Shareholder Approval . This Agreement and the Business Combination shall have been approved and adopted by the Company board and the Company shareholders holding a majority of the Company Securities in excess of 50%, voting together as one class.

(d) Redomestication Proposal . The Redomestication Proposal shall have been duly approved and adopted by the requisite vote of the holders of Parent Common Stock under the Delaware Law and the Redomestication Merger has been consummated.

(e) Adoption of Performance Share Proposal . The Performance Share Proposal shall have been duly approved and adopted by the requisite vote of the holders of Parent Common Stock under Delaware Law.

(f) Representations, Warranties and Covenants . (i) The representations and warranties of Parent, Merger Sub I and Merger Sub II in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Effective Time or the Business Combination Effective Time, as applicable, as though such representations and warranties were made on and as of such time (provided that those representations and warranties which address matters only as of a particular date shall be true and correct as of such date) and (ii) Parent, Merger Sub I and Merger Sub II shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them as of the Effective Time or the Business Combination Effective Time, as applicable.

(g) Certificate of Officer . The Company shall have been provided with a certificate executed on behalf of Parent by its Chief Executive Officer and Chief Financial Officer certifying that the conditions set forth in Section 8.2(f) shall have been fulfilled.

(h) Secretary’s Certificate . The Company shall have been provided with a Secretary’s Certificate, dated the Closing Date, certifying attached copies of (A) the Certificate of Incorporation and bylaws of the Parent, Merger Sub I and Merger Sub II, (B) the resolutions of the Board of Directors of the Parent approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of Parent, Merger Sub I and Merger Sub II signing this Agreement and/or any other agreement or instrument contemplated hereby to which Parent, Merger Sub I or Merger Sub II is a party.

(i) Documents . The following documents to be delivered to the appropriate parties, in a form acceptable to the parties:

(i) the Lock-Up Agreement executed by Parent;

(ii) the incentive stock option plan for China Networks Surviving Corporation;

(iii) an employment agreement, by and between the Parent and Li Shuangqing, in form and substance reasonably satisfactory to Li Shuangqing, executed by Parent;

(iv) the Registration Rights Agreement executed by Parent;

(v) share certificates evidencing the Surviving Corporation Shares to be issued to the holders of the Company Securities in the Business Combination;

(vi) executed Plan of Merger, by and between the Parent and Merger Sub I;

(vii) Certificate of Merger with respect to the Redomestication Merger to be filed in accordance with Delaware law as of the Effective Time;

(viii) executed Articles and Plan of Merger to be filed in accordance with BVI Law as of the Effective Time;

(ix) executed Plan of Merger, by and between Merger Sub II and the Company;

(x) executed Business Combination Articles and Plan of Merger to be filed in accordance with BVI Law as of the Business Combination Effective Time;

(xi) a certificate of good standing of the Parent in the State of Delaware;

(xii) a certificate of good standing of Merger Sub I in the British Virgin Islands;

(xiii) a certificate of good standing of Merger Sub II in the British Virgin Islands; and

(xiv) such other documents as the Company may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty of the Parent, Merger Sub I and Merger Sub II pursuant to Section 8.1(e) , (ii) evidencing the performance by the Parent, Merger Sub I and Merger Sub II of, or the compliance by the Parent, Merger Sub I and Merger Sub II with, any covenant or obligation required to be performed or complied with by the Parent, Merger Sub I and Merger Sub II, (iii) evidencing the satisfaction of any condition referred to in this Section 8.2 , or (iv) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement.

(j) Injunctions or Restraints on Conduct of Business . No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision limiting or restricting Parent’s conduct or operation of the business of Parent and its Subsidiaries, following the Merger shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other Governmental Entity, domestic or foreign, seeking the foregoing be pending.

(k) No Material Adverse Changes . There shall not have occurred any Material Adverse Effect on Parent, or any change that has a Material Adverse Effect on Parent and there shall have been no decrease in the amount of funds in trust from that reflected in Section 4.23.

(l) No Proceedings . Since the date of this Agreement, there must not have been commenced or threatened against the Parent, Merger Sub I and Merger Sub II, the Company, the Company’s Subsidiaries, any Principal Shareholder, or against any affiliate thereof, any Proceeding (which Proceeding remains unresolved as of the Effective Time) (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.

(m) Stock Quotation . The Parent Common Stock at Closing shall be listed on the ASE, and there will be no action or proceeding pending or threatened against Parent by the ASE to prohibit or terminate the listing of Parent Common Stock on the ASE.

(n) SEC Compliance . Immediately prior to the Closing, Parent shall be in compliance with the reporting requirements under the Exchange Act, and shall have timely filed all Exchange Act reports for the twelve month period preceding the Closing.

(o) Accounting for Deferred Expenses of Parent . At the time of the Closing, the aggregate deferred business and operating expenses of Parent that will be assumed by China Networks Surviving Corporation and paid from the proceeds of the Trust Account disbursed to the China Networks Surviving Corporation, shall not exceed $1,000,000 excluding legal fees payable to McDermott Will & Emery LLP, unless Parent shall have received approval from the Company (such approval not to be unreasonably withheld) prior to incurring expenses that would cause such aggregate amount to exceed $1,000,000.

(p) Disbursement of Trust Account . Parent shall have made all necessary arrangements, including notice to Continental Stock Transfer & Trust, the trustee of the Trust Account, prior to the Business Combination Effective Time, for the disbursement of the proceeds of the Trust Account to be made at the Business Combination Effective Time, subject to any amounts to be held for the redemption of any shares of Parent Common Stock.

(q) Governmental Approvals . Parent, Merger Sub I and Merger Sub II shall have timely obtained from each Governmental Entity all approvals, waivers and consents, if any, necessary for consummation of or in connection with this Agreement, the Redomestication Merger and the Business Combination, including such approvals, waivers and consents as may be required under the BVI Law.

ARTICLE IX

POST-CLOSING COVENANTS

9.1 Mandatory Registration of Closing Shares . Without limitation on the restrictions on transfer set forth in Section 2.14 and the Lock-Up Agreements, the Parent hereby agrees that no later than 30 days following the consummation of the Business Combination (the “ Filing Date ”), it shall prepare and file with the SEC a “resale” registration statement (the “ Registration Statement ”), providing for the resale of all of the Surviving Corporation Shares issued pursuant to Section 2.7 upon Closing (but not including any Returned Shares (as defined below) returned) (the “ Closing Shares ”) for an offering to be made on a continuous basis pursuant to Rule 415, subject to the terms and conditions of the Registration Rights Agreement. Such Registration Statement shall be on Form S-3 (except if the Parent is not then eligible to register for resale the Closing Shares on Form S-3 in which case such registration shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). The Parent shall use its best efforts to cause 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 earlier of (A) the ninetieth (90 th ) day following the Filing Date or (B) in the event the Registration Statement receives a “full review” by the SEC, the one hundred twentieth (120 th ) day following the Filing Date, or in either case any additional filing dates (as applicable) or (C) the date which is within three (3) Business Days after the date on which the SEC informs the Parent that (i) the SEC will not review the Registration Statement, or (ii) Parent may request the acceleration of the effectiveness of the Registration Statement and the Parent makes such request; provided , that, if such date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the SEC is authorized or required by law or other government actions to close, the effectiveness date shall be the following business day.

9.2 Registration of Shares . After the consummation of the Business Combination, China Networks Surviving Corporation shall prepare and file with the SEC a registration statement on Form S-8, registering the shares to be issued under Section 2.7(g) and the Incentive Stock Option Plan.

9.3 D&O Insurance . China Networks Surviving Corporation will take all necessary steps required to have all of the officers and directors of the Surviving Corporation included on Parent’s directors and officers liability coverage after the Business Combination Effective Time.

ARTICLE X

INDEMNIFICATION; REMEDIES

10.1 Survival . All representations, warranties, covenants, and obligations in this Agreement shall survive the Closing and expire on the first anniversary of the Closing Date (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 or the Closing Date, 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.

10.2 Indemnification by the Principal Shareholders .

(a) From and after the Effective Time until the expiration of the Survival Period, the Principal Shareholders shall, severally and not jointly, subject to the terms hereof, indemnify and hold harmless the China Networks Surviving Corporation and its subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (each an “ Indemnified Party ”) from and against any liabilities, losses, claims, damages, fines, penalties, expenses (including costs of investigation and defense and reasonable attorneys’ fees incurred in connection with such matters and any action hereunder to enforce the provisions of this Article X) or diminution of value, including Taxes (collectively, “ Damages ”) arising, directly or indirectly, from or in connection with:

(i) any breach of any representation or warranty made by the Company or any Principal Shareholder in this Agreement or in any certificate delivered by the Company pursuant to this Agreement;

(ii) any breach by the Company, or the Principal Shareholders, of its covenants or obligations in this Agreement; or

(iii) the operation of the business of the Company and its Subsidiaries, prior to the Effective Time.

(b) For a period of six months from the Business Combination Effective Time (the “ First Return Shares Indemnification Period ”), the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recoverable solely by the return to the China Networks Surviving Corporation of any Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (the “ First Returned Shares ”).

(c) For a period of six months commencing from the end of the First Return Shares Indemnification Period (the “ Second Return Shares Indemnification Period ”), the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recovered solely by the return to the China Networks Surviving Corporation of up to fifty percent (50%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (the “ Second Returned Shares ”);

(d) For a period of six months commencing from the end of the Second Return Shares Indemnification Period, the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recovered solely by the return to the China Networks Surviving Corporation of twenty five percent (25%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (the “ Third Returned Shares ”, and collectively with the First Returned Shares and Second Returned Shares, the “ Returned Shares ”).

(e) The number of Returned Shares to be returned by the Principal Shareholders to the Indemnified Parties pursuant to this Section 10.2 shall be equal to the aggregate amount of the Damages suffered by the Indemnified Parties, divided by the market value of the Surviving Corporation Shares to be calculated using the average of the closing bid price as quoted on the ASE (or such other public trading market on which the Surviving Corporation Shares may be trading at such time) for the thirty (30) trading days immediately prior to the date that such amount of Damages is determined by a court of competent jurisdiction or pursuant to a binding settlement agreement among the Indemnified Parties and the Principal Shareholders.

(f) All claims of the China Networks Surviving Corporation pursuant to this Section 10.2 shall be brought by Michael E. Weksel or his designee on behalf of the China Networks Surviving Corporation (or if he is no longer living, then the other Parent Designees) and those persons who were stockholders of the Parent immediately prior to the Closing.

10.3 Limitations on Amount . The Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2 , unless and until the aggregate amount of Damages to the Indemnified Parties with respect to such matters under Section 10.2 exceeds $500,000, at which time, subject to the Cap (as defined below), the China Networks Surviving Corporation and the other Indemnified Parties shall be entitled to indemnification for the amount of such excess. The liability of all Principal Shareholders for Damages arising pursuant to Section 10.2(a) shall not exceed 250,000 Returned Shares in the aggregate (the “ Cap ”).

10.4 Determining Damages . Solely for the purposes of this Article X, materiality qualifications to any representations and warranties shall not be taken into account. To the extent Damages are recoverable by insurance, Parent shall take commercially reasonable efforts to obtain maximum recovery from such insurance.

ARTICLE XI

TERMINATION, AMENDMENT AND WAIVER

11.1 Termination . At any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Business Combination by the stockholders of Company, this Agreement may be terminated:

(a) by mutual written consent of Parent and Company;

(b) by either Parent or Company, if, at the Special Meeting (including any adjournments thereof), this Agreement and the Business Combination Proposal shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s Certificate of Incorporation, or the holders of 30% or more of the number of shares of Parent Common Stock issued in Parent’s IPO and outstanding as of the date of the record date of the Special Meeting exercise their rights to convert the shares of Parent Common Stock held by them into cash from the Trust Account, in accordance with Parent’s Certificate of Incorporation;

(c) by either Parent or Company, if, at the Special Meeting (including any adjournments thereof), the Redomestication Proposal shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required to vote on such proposal under Delaware Law;

(d) by either Parent or Company, if, without fault of the terminating party, the Closing shall not have occurred on or before June 29, 2009, or such later date as may be agreed upon in writing by the parties hereto;

(e) by Parent, if Company does not: (a) consummate the transactions contemplated by the Framework Agreements with respect to Kunming and Yellow River; or (b) consummate a joint venture of the type contemplated by the Framework Agreements with at least one television station operating in the PRC and generating positive net income (as determined in accordance with GAAP) for the most recently completed 12 months, in each case on or prior to August 15, 2008;

(f) by Parent, if Company breaches any of its representations, warranties or obligations hereunder to an extent that would cause the condition set forth in Section 8.1(g) not to be satisfied and such breach shall not have been cured within ten (10) business days of receipt by Company of written notice of such breach (and Parent has not willfully breached any of its covenants hereunder, which breach is not cured);

(g) by Company, if Parent breaches any of its representations, warranties or obligations hereunder to an extent that would cause the condition set forth in Section 8.2(f) not to be satisfied and such breach shall not have been cured within ten (10) business days of receipt by Parent of written notice of such breach (and Company has not willfully breached any of its covenants hereunder, which breach is not cured); or

(h) by either Parent or Company if (i) any permanent injunction or other order of a court or other competent authority preventing the consummation of the Redomestication Merger or Business Combination shall have become final and nonappealable or (ii) the required approval of the stockholders of Company shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at a duly held meeting of stockholders or at any adjournment thereof (provided that the right to terminate this Agreement under this subsection (ii) shall not be available to Parent or Company where the failure to obtain such stockholder approval shall have been caused by the action or failure to act of Parent or Company and such action or failure constitutes a breach by Parent or Company of this Agreement).

11.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 11.1 , this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Parent, Company, the Principal Shareholders, or their respective officers, directors, stockholders or affiliates, except to the extent that such termination results from the breach by a party hereto of any of its representations, warranties or covenants set forth in this Agreement; provided that, the provisions of Section 7.3 (Confidentiality), Section 11.3 (Expenses and Termination Fees) and this Section 11.2 , and Article XII, shall remain in full force and effect and survive any termination of this Agreement. Nothing herein shall relieve any party from liability in connection with a breach by such party of the representations, warranties or covenants of such party to this Agreement.

11.3 Expenses and Termination Fees .

(a) Subject to subsections (b) and (c) of this Section 11.3 , whether or not the Business Combination is consummated, all costs and expenses (including transfer and other similar Taxes) incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisers, accountants and legal counsel) shall be paid by the party incurring such expense.

(b) If Parent terminates this Agreement pursuant to Section 11.1(f) then Company shall promptly reimburse Parent for all of the out-of-pocket costs and expenses incurred by Parent in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel).

(c) If Company terminates this Agreement pursuant to Section 11.1(g) Parent shall promptly reimburse Company for all of the out-of-pocket costs and expenses incurred by Company in connection with this Agreement and the transactions contemplated hereby (including, without limitation, the fees and expenses of its advisors, accountants and legal counsel).

(d) In the event this Agreement is terminated by (i) the Parent pursuant to subsection (e) or (f) of Section 11.1(f) or by (ii) the Company pursuant to 11.1(g), in each case subsequent to August 15, 2008 and prior to June 29, 2009, then (A) in the event the Company is the terminating party and the Parent enters into a binding agreement to consummate, or consummates, an Alternative Proposal any time prior to June 29, 2009, the Parent shall pay to the Company a one-time termination fee of $1,000,000, and (B) in the event the Parent is the terminating party and the Company enters into a binding agreement to consummate, or consummates, a Company Alternative Proposal any time prior to June 29, 2009, the Company shall pay to the Parent a one-time termination fee of $3,000,000 (either such payment, a “ Termination Fee ”). (Any Termination Fee shall be deemed to include the reimbursement for all of the out-of-pocket costs and expenses incurred by the terminating party in connection with this Agreement and the transactions contemplated hereby, including, without limitation, the fees and expenses of its advisors, accountants and legal counsel.)

11.4 Amendment . The Boards of Directors of the Parent and the Company and the Principal Shareholders, may cause this Agreement to be amended at any time by execution of an instrument in writing signed on behalf of each of the parties hereto; provided that an amendment made subsequent to adoption of the Agreement by the stockholders of Parent or Company shall not (i) alter or change the amount or kind of consideration to be received on conversion of the Parent Common Stock (except with the consent of the holders of a majority of Parent Common Stock) or the Company Securities (except with the consent of the holders of majority of the Company Securities), (ii) alter or change any term of the MOA of the Merger Sub I to be effected by the Business Combination, or (iii) alter or change any of the terms and conditions of the Agreement if such alteration or change would materially adversely affect the holders of Company Securities.

11.5 Extension; Waiver . At any time prior to the Effective Time any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

11.6 Knowledge of Parent . To the knowledge of Parent, Parent is not aware of any facts or circumstances that would serve as the basis for a claim by Parent against Company or any Principal Shareholder based upon a breach of any of the representations and warranties of the Company and the Principal Shareholders contained in this Agreement or breach of any of the Company’s or any Principal Shareholders’ covenants or agreements to be performed by any of them at or prior to Closing. Parent shall be deemed to have waived in full any breach of any of the Company’s and Principal Shareholders’ representations and warranties and any such covenants and agreements of which Parent has knowledge at the Closing. As usual herein, “knowledge of Parent” means the actual knowledge of the Chief Financial Officer of Parent.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with confirmation of receipt) to the parties at the following address (or at such other address for a party as shall be specified by like notice):

(a) if to Parent, to:

Alyst Acquisition Corp.

233 East 69th Street, #6J

New York, New York 10021

Attention: Michael Weksel

Facsimile No.: 212-918-1598

Telephone No.: 646-290-6104

with a copy (which shall not constitute notice to Parent) to:

McDermott Will & Emery

340 Madison Ave

New York, New York 10173

Attention: Todd Finger

Facsimile No.: 212-547-5444

Telephone No.: 212-547-5400

(b) if to the Company or the Principal Shareholders, to:

China Networks Media, Ltd.

Suite A-16E, Oriental Kenzo, No. 48, Dongzhimenwai Avenue,

Dongcheng District, Beijing, China

Attention: Li Shuangqing

Facsimile No.: (86)-010-84477246

Telephone No.: (86)-010-84549851

with a copy (which shall not constitute notice to the Company) to:

Chardan Capital Markets, LLC

17 State Street

New York, NY 10004

Attention: George Kaufman

Fax: +1 (646) 465-9039

and

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum, Esq.

Facsimile No.: (212) 407-4000

Telephone No.: (212) 407-4990

and

TransAsia Lawyers

Suite 2218 China World Tower 1

1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Philip Qu

Facsimile No.: 86-10-6505-8189/98

Telephone No.: 86-10-6505-8188

12.2 Interpretation/Definitions . When a reference is made in this Agreement to Exhibits or Schedules, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrase “made available” in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

For the purposes of this Agreement, the following terms shall have the following definitions:

(a) “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity.

(b) “ Law ” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

12.3 Counterparts . This Agreement may be executed in one or more counterparts, including by facsimile or PDF, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

12.4 Entire Agreement; Nonassignability; Parties in Interest . This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Company Disclosure Schedules and the Parent Disclosure Schedules (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except for the Non-Disclosure and Confidentiality Agreements, dated October 18, 2007 and November 12, 2007, by and between the Parent and Chardan (each on behalf of the Company), which shall continue in full force and effect, and shall survive any termination of this Agreement or the Closing, in accordance with its terms; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as set forth in Section 2.13 ; and (c) shall not be assigned, except by operation of law as a result of the Redomestication Merger, pursuant to Section 1.3 and the Business Combination pursuant to Section 2.3 or as otherwise specifically provided. Notwithstanding the foregoing, Parent shall have the right, without the consent of any other party, to assign its rights to receive the Termination Fee hereunder to some or all of the persons that, as of the date hereof, are holders of the Insider Warrants. No representations, warranties, inducements, promises or agreements, oral or written, by or among the parties not contained herein shall be of any force of effect.

12.5 Severability . If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

12.6 Remedies Cumulative; Specific Performance .

(a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

(b) It is accordingly agreed that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

12.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the laws that might otherwise govern under applicable principles of conflicts of law. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any court located within the State of Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction and such process.

12.8 Rules of Construction . The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement and Plan of Merger to be executed and delivered by their respective officers, and individually, as applicable, thereunto duly authorized, all as of the date first written above.

ALYST ACQUISITION CORP.

By:	/s/ Michael E. Weksel
	Name: Michael E. Weksel
	Title: Chief Operating Officer and
	Chief Financial Officer

CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

By:	/s/ Michael E. Weksel
	Name: Michael E. Weksel
	Title: Sole Director

CHINA NETWORKS MERGER CO. LTD.

By:	/s/ Michael E. Weksel
	Name: Michael E. Weksel
	Title: Sole Director

CHINA NETWORKS MEDIA, LTD..

By:	/s/ Li Shuangqing
	Name: Li Shuangqing
	Title: CEO and Co-Chairman

MEDIAINV LTD.

By:	/s/C.C.N. Ng
	Name: C.C.N. Ng
	Title: Director

KERRY PROPPER

/s/ Kerry Propper
Name: Kerry Propper

LI SHUANGQING

/s/ Li Shuangqing
Name: Li Shuangqing

Annex B

AMENDMENT NO. 1 TO

MERGER AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of January 28_, 2009, to the Merger Agreement (as defined below) is made by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “ Parent ”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “ Company ”), MediaInv Ltd., a British Virgin Islands Business Company and Kerry Propper (each a “ Principal Shareholder ,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “ Principal Shareholders ”) and each of the other signatories hereto. Any capitalized term not defined herein shall have the meaning for such term specified in the Merger Agreement.

WHEREAS , Parent, the Company, the Principal Shareholders and the other signatories hereto entered into an Agreement and Plan of Merger dated as of August 13, 2008, (the “Merger Agreement”); and

WHEREAS, Section 2.7 of the Merger Agreement sets forth the terms that govern Deferred Cash Payments, Deferred Stock Payment and the payment of Warrant Exercise Proceeds;

WHEREAS, Parent, the Company, the Principal Shareholders and each of the other signatories to the Merger Agreement desire to clarify the terms of the means by which the Deferred Cash Payments, Deferred Stock Payments and Warrant Exercise Proceeds shall be made to Closing Holders on the terms contained herein.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Sections 2.7(f)(ii), (iii) and (iv) of the Merger Agreement are hereby amended by deleting the existing Section 2.7(f)(ii), (iii) and (iv) in their entirety and replacing such subparagraphs with the following:

(ii) China Networks Surviving Corporation hereby agrees that the Closing Holders shall be entitled to receive from China Networks Surviving Corporation cash payments on or prior to December 31, 2009 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $20,000,000 during the four fiscal quarters immediately preceding such payment, to be allocated among such holders based on their percentage ownership of the Company Shares immediately prior to the Business Combination Effective Time (the “ Percentage Allocations ”).

(iii) China Networks Surviving Corporation hereby agrees that Closing Holders shall be entitled to receive from China Networks Surviving Corporation additional cash payments on or prior to December 31, 2010 equal to an aggregate amount of U.S. $3,000,000, solely and exclusively upon China Networks Surviving Corporation earning Net Income of at least U.S. $30,000,000 during the four fiscal quarters immediately preceding such payments, to be allocated among the holders of Company Shares in accordance with their respective Percentage Allocations.

(iv) As used herein, “ Net Income ” means the net income of China Networks Surviving Corporation and its subsidiaries as determined in accordance with U.S. generally accepted accounting principles (“ GAAP ”) and on a pro forma basis, but excluding equity-based compensation charges, extraordinary one-time charges and charges related to the Business Combination or impairment of goodwill; provided that , with respect to any acquisitions of businesses or persons after the Business Combination Effective Time, in order for the net income generated by such acquired businesses or persons to be included in the foregoing definition of Net Income, such acquisitions must be accretive on a Net Income per share basis. In calculating Net Income per share, China Networks Surviving Corporation shall use China Networks Surviving Corporation’s audited or reviewed financial statements for the fiscal period in question. For the acquisition to be accretive, the pro forma Net Income per share on a post-acquisition basis must be greater than the pro forma Net Income per share immediately prior to the acquisition. As used herein, “pro forma basis” means that the Net Income will be calculated as if all such non-dilutive acquisitions completed during the year had occurred on the first day of that year.

2. Section 2.7(h) of the Merger Agreement is hereby amended by deleting the existing Section 2.7(h) in its entirety and replacing it with the following:

(h) Warrant Exercise Proceeds . In accordance with Section 2.7(a) , China Networks Surviving Corporation hereby agrees that the Closing Holders and holders of Preferred Shares as of the Closing (“ Preferred Share Closing Holders ”) shall be entitled to receive from the Company, cash payments (the “ Warrant Payments ”) equal to a maximum aggregate amount of U.S. $19,110,000 and 10% of the aggregate gross proceeds received in the Financing from the bridge investors, respectively, solely and exclusively upon China Networks Surviving Corporation’s receipt of cash proceeds from the exercise of the Parent Warrants and the Insider Warrants (collectively, the “ Warrants ”), payable in accordance with this Section 2.7(h) . The Warrant Payments shall be allocated among such holders of Closing Holders and Preferred Share Closing Holders based on their percentage ownership of the sum of (a) the Company Shares, or (b) the Preferred Shares immediately prior to the Business Combination Effective Time (the “WEP Percentage Allocations ”), as the case may be, provided that the maximum aggregate amount receivable by the Closing Holders is $13,440,600, and all payments thereafter shall be allocated solely to the Preferred Share Closing Holders. Upon exercise of any Warrants, as soon as practicable after receipt of the actual cash proceeds received therefrom by China Networks Surviving Corporation (but in any event within 10 days) (the “ Cash Proceeds ”), China Networks Surviving Corporation shall make a cash payment to each Closing Holder and Preferred Share Closing Holder equal to 66% of the Cash Proceeds then available for distribution pursuant to the foregoing sentence multiplied by the WEP Percentage Allocation of such holder. The Company shall retain and apply to its general corporate purposes 34% of the Cash Proceeds. In no event shall the maximum aggregate amount payable pursuant to this Section 2.7(h) to (A) any Closing Holder exceed (x) U.S. $19,110,000 or 10% of the aggregate gross proceeds received in the Financing from the bridge investors, as the case may be, multiplied by (y) the WEP Percentage Allocation of such holder, or (B) any Preferred Share Closing Holder exceed (x) U.S. $22,110,000 or 10% of the aggregate gross proceeds received in the Financing from the bridge investors, as the case may be, multiplied by (y) the WEP Percentage Allocation of such holder.

3. All other provisions of the Merger Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.

5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Merger Agreement as required by Section 11.4 of the Merger Agreement, and every defect in fulfilling such requirements for an effective amendment to the Merger Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF , the parties hereto have duly executed this Amendment as of the day and year first above written.

ALYST ACQUISITION CORP.

By:	/s/ William Weksel
	Name: William Weksel
	Title: Chief Executive Officer

CHINA NETWORKS HOLDINGS INTERNATIONAL LTD.

By:	/s/ Michael E. Weksel
	Name: Michael E. Weksel
	Title: Sole Director

CHINA NETWORKS MERGER CO. LTD.

By:	/s/ Michael E. Weksel
	Name: Michael E. Weksel
	Title: Sole Director

CHINA NETWORKS MEDIA, LTD..

By:	/s/ Li Shuangqing
	Name: Li Shuangqing
	Title: CEO and Co-Chairman

MEDIAINV LTD.

By:	/s/ C.C.N. Ng
	Name: C.C.N. Ng
	Title: Director

KERRY PROPPER

/s/ Kerry Propper
Name: Kerry Propper

LI SHUANGQING

/s/ Li Shuangqing
Name: Li Shuangqing

Annex C

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

China Networks International Holdings Ltd.

1	Company Name

1.1	The name of the Company is China Networks International Holdings Ltd.

1.2

The directors or members may from time to time change the Company's name by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file an application for change of name with the Registrar, and any such change will take effect from the date of the certificate of change of name issued by the Registrar.

1.3	A change of name of the Company shall constitute an amendment of the Memorandum and Articles and in the event of a resolution being passed to change the name of the Company, the provisions below in respect of amendments to the Memorandum and Articles must be complied with.

2	Company Limited by Shares, Liability of Members

2.1	The Company is a company limited by shares.

2.2	The liability of each member is limited to the amount from time to time unpaid on that member's shares.

3	Registered Office

3.1	The first registered office of the Company will be situated at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

3.2

The directors or members may from time to time change the Company's registered office by Resolution of Directors or Resolution of Members, provided that the Company's registered office shall at all times be the office of the registered agent. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of change of registered office, and any such change of registered office will take effect from the date of the registration by the Registrar of such notice.

4	Registered Agent

4.1	The first registered agent of the Company will be Maples Finance BVI Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

4.2

The directors or members may from time to time change the Company's registered agent by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company (meaning the existing registered agent), for the registered agent to file with the Registrar a notice of change of registered agent, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

4.3

If the existing registered agent does not file such notice on instruction by the directors, the directors shall procure that a notice of change of registered agent is filed with the Registrar by a legal practitioner in the British Virgin Islands acting on behalf of the Company, and any such change of registered agent will take effect from the date of the registration by the Registrar of such notice.

5	General Objects and Powers

5.1	Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Act or any other law of the British Virgin Islands.

5.2	The Company has no power to:

(a)

carry on banking or trust business, unless it is licensed to do so under the Banks and Trust Companies Act, 1990;

(b)

carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed or authorised to do so under the Insurance Act, 1994;

(c)

carry on the business of company management unless it is licensed to do so under the Companies Management Act, 1990;

(d)

carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands unless it is licensed to do so under the Banks and Trust Companies Act, 1990; or

(e)

carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed to do so under the Mutual Funds Act, 1996.

5.3	Without limiting the foregoing, the powers of the Company include the power to do the following:

(a)

grant options over unissued shares in the Company and treasury shares;

(b)

issue securities that are convertible into shares;

(c)

give financial assistance to any person in connection with the acquisition of the Company's own shares;

(d)

issue debt obligations of every kind and grant options, warrants and rights to acquire debt obligations;

(e)

guarantee a liability or obligation of any person and secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and

(f)

protect the assets of the Company for the benefit of the Company, its creditors and its members and, at the discretion of the directors, for any person having a direct or indirect interest in the Company.

6	Maximum Number of Authorised Shares

6.1	The Company is authorised to issue a maximum of 75,000,000 shares of one class with a par value of US$0.0001 each divided into the following classes of shares:

(a)

74,000,000 ordinary shares of US$0.0001 par value each; and

(b)

1,000,000 preferred shares of US$0.0001 par value each.

6.2	The directors or members may from time to time by Resolution of Directors or Resolution of Members increase the maximum number of shares the Company is authorised to issue, by amendment to the Memorandum in accordance with the provisions below.

7	Rights Conferred by Shares

7.1	Each share in the Company confers on the holder:

(a)

the right to one vote on any Resolution of Members;

(b)

the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(c)

the right to an equal share in the distribution of the surplus assets of the Company.

7.2

If at any time the Company is authorised to issue shares of more than one class the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied only with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class of shares which may be affected by such variation.

7.3	The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

7.4

The directors may, subject to the Act, by amending this Memorandum and/or the Articles, determine the designations, powers, preferences and relative, participation, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, dividend rights, conversion rights, redemption privileges, voting powers and liquidation preferences that any Preferred Share issued by the Company confers on the holder.

8	Registered Shares Only

Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares. Registered shares may not be exchanged for bearer shares or converted to bearer shares.

9	Amendments to the Memorandum and Articles

9.1

Subject to the provisions of the Act, the directors or members may from time to time amend the Memorandum or Articles by Resolution of Directors or Resolution of Members. The directors shall give notice of such resolution to the registered agent of the Company, for the registered agent to file with the Registrar a notice of the amendment to the Memorandum or Articles, or a restated memorandum and articles of association incorporating the amendment(s) made, and any such amendment to the Memorandum or Articles will take effect from the date of the registration by the Registrar of the notice of amendment or restated memorandum and articles of association incorporating the amendment(s) made.

9.2	The directors shall not have the power to amend the Memorandum or Articles:

(a)

to restrict the rights or powers of the members to amend the Memorandum or Articles;

(b)

to change the percentage of members required to pass a resolution to amend the Memorandum or Articles; or

(c)

in circumstances where the Memorandum or Articles cannot be amended by the members.

(d)

A change of registered office or registered agent shall not constitute an amendment of the Memorandum or Articles.

(e)

An amendment to the Memorandum or Articles which would have the effect of varying the rights of the holders of a class of shares may only be made in accordance with the provisions of the Memorandum and Articles relating to the variation of class rights.

10	Definitions and Interpretation

10.1	In this memorandum of association and the attached articles of association:

" Act "	means the BVI Business Companies Act, 2004;

" Articles "	means the Company's articles of association as attached to this Memorandum, and "Article" shall be construed accordingly;

" Memorandum "	means this, the Company's memorandum of association;

" Registrar "	means the Registrar of Corporate Affairs appointed under the Act;

" Resolution of Directors "	means a resolution by the majority of the directors of the Company passed either at a meeting of directors, or by way of a Written Resolution, in either case in accordance with the provisions of the Articles;

" Resolution of Members "	means a resolution by the members holding a majority of the voting rights in respect of such resolution passed either at a meeting of members, or by way of a Written Resolution, in either case in accordance with the provisions of the Articles; and

" Written Resolution "	means a resolution of members or directors (as applicable) consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice. A Written Resolution may consist of several documents, including written electronic communications, in like form each signed or assented to by one or more members or directors (including directors' alternates) (as applicable). A Written Resolution shall be passed if so consented by a majority of those members or directors (including directors' alternates) (as applicable) entitled to vote on the resolution.

10.2	In the Memorandum and Articles:

(a)

words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all entities capable of having a legal existence;

(b)

reference to a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(c)

the headings are for convenience only and shall not affect the construction of the Memorandum or Articles;

(d)

reference to a thing being " written " or " in writing " includes all forms of writing, including all electronic records which satisfy the requirements of the Electronic Transactions Act, 2001;

(e)

reference to a thing being " signed " or to a person's " signature " shall include reference to an electronic signature which satisfies the requirements of the Electronic Transactions Act, 2001, and reference to the Company's " seal " shall include reference to an electronic seal which satisfies the requirements of the Electronic Transactions Act, 2001.

We, Maples Finance BVI Limited of Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 17th day of April 2008 .

Incorporator

(Sgd.) Clinton Hempel

Clinton Hempel

Authorised Signatory

Maples Finance BVI Limited

Annex D

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

China Networks International Holdings Ltd.

1	Share Certificates

1.1	Every person whose name is entered as a member in the share register, being the holder of registered shares, shall without payment be entitled to a share certificate in the following circumstances:

(a)

on the issuance of such shares to such member;

(b)

on the transfer of such shares to such member;

(c)

on a re-designation or conversion of such shares with the effect that the certificate previously issued no longer properly describes such shares; and

(d)

at the discretion of the directors (who may levy a reasonable charge), on notice to the Company of a change of name of the member.

1.2

Such certificate shall be signed by a director or under the common seal of the Company (which the registered agent of the Company is authorised to affix to such certificate) with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof (if the Company is authorised at the relevant time to issue shares with a par value), provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all

1.3

If a certificate is worn out or lost it may, subject to the prior written consent of any mortgagee or chargee whose interest has been noted on the register of members, be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate.

2	Issue of Shares

2.1

Subject to the provisions of these Articles, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value (if any) of the shares being disposed of, and upon such terms and conditions as the directors may determine. Such consideration may take any form acceptable to the directors, including money, a promissory note, or other written obligation to contribute money or property, real property, personal property (including goodwill and know-how), services rendered or a contract for future services. Before issuing shares for a consideration other than money, the directors shall pass a Resolution of Directors stating:

(a)

the amount to be credited for the issue of the shares;

(b)

their determination of the reasonable present cash value of the non-money consideration for the issue; and

(c)

that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the shares.

2.2

Subject to the provisions of the Act in this regard, shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine. At any time after the consummation of a Business Combination (as defined in these Articles), the directors may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the Company on such terms as it may from time to time determine. Notwithstanding the foregoing, the directors may issue options, warrants or convertible securities in connection with the Company’s initial public offering.

2.3	The Company may issue bonus shares, partly paid shares and nil paid shares.

2.4	The directors may redeem any share issued by the Company at a premium.

2.5

Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or of the holders of ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions in the Memorandum or these Articles.

2.6

Except as required by the Act, an d notwithstanding that a share certificate may refer to a member holding shares "as trustee" or similar expression, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except as provided by these Articles or by the Act) any other rights in respect of any share except any absolute right to the entirety thereof by the registered holder.

3	Forfeiture of Shares

3.1

The Company may, at any time after the due date for payment, serve on a member who has not paid in full for shares registered in the name of that member, a written notice of call (" Notice of Call ") specifying a date for payment to be made. The Notice of Call shall name a further date not earlier than the expiration of 14 days from the date of service of the Notice of Call on or before which the payment required by the Notice of Call is to be made and shall contain a statement that in the event of non-payment at or before the time named in the Notice of Call the shares, or any of them, in respect of which payment is not made will be liable to be forfeited.

3.2

Where a written Notice of Call has been issued under the foregoing Article and the requirements of the Notice of Call have not been complied with, the directors may, at any time before tender of payment, forfeit and cancel the shares to which the Notice of Call relates. The Company is under no obligation to refund any moneys to the member whose shares have been cancelled pursuant to this Article and that member shall be discharged from any further obligation to the Company.

4	Transfer of Shares

4.1

Shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee. The instrument of transfer of a registered share shall be sent to the Company for registration.

4.2

Subject to the Memorandum of Association, these Articles and to Section 54(5) of the Act, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution. Where the directors pass such a resolution, the Company shall send to the transferor and the transferee a notice of the refusal or delay. Notwithstanding anything contained in the Memorandum or Articles, the directors shall not decline to register any transfer of shares, nor may they suspend registration thereof where such transfer is:

(a)

to any mortgagee or chargee whose interest has been noted on the register of members;

(b)

by any such mortgagee or chargee, pursuant to the power of sale under its security; or

(c)

by any such mortgagee or chargee in accordance with the terms of the relevant security document.

4.3	The transfer of a registered share is effective when the name of the transferee is entered in the register of members.

5	Mortgages of Shares and Charges over Shares

5.1	Members may mortgage or create a charge or other form of security over their shares.

5.2	The directors shall, at the written request of a member who has mortgaged or created a charge over his shares, enter in the register of members of the Company:

(a)

a statement that such shares are mortgaged or charged;

(b)

the name of the mortgagee or chargee (where such information has been stated by the member); and

(c)

the date on which the statement and name are entered in the register of members.

6	Transmission of Shares

6.1

Subject to Sections 52(2) and 53 of the Act, the executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share, save that and only in the event of death, incompetence or bankruptcy of any member or members of the Company as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to:

(a)

a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be, or analogous position in the relevant jurisdiction), of a deceased member's estate;

(b)

the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member;

(c)

the appointment as trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or

(d)

upon production of any other reasonable evidence of the applicant's beneficial ownership of, or entitlement to the shares,

to the Company's registered agent in the British Virgin Islands together with (if so requested by the registered agent) a notarised copy of the share certificate(s) of the deceased, incompetent or bankrupt member, an indemnity in favour of the registered agent and/or appropriate legal advice in respect of any document issued by a foreign court, then the administrator, executor, guardian or trustee in bankruptcy (as the case may be) notwithstanding that their name has not been entered in the share register of the Company, may by written resolution of the applicant, endorsed with written approval by the registered agent, be appointed a director of the Company and/or entered in the share register as the legal and/or beneficial owner of the shares.

6.2	Without limiting the foregoing, the production to the Company of any document which is reasonable evidence of:

(a)

a grant of probate of the will, or grant of letters of administration of the estate, or confirmation of the appointment as executor (or analogous position in the relevant jurisdiction), of a deceased member;

(b)

the appointment of a guardian (or analogous position in the relevant jurisdiction) of an incompetent member;

(c)

the trustee (or analogous position in the relevant jurisdiction) of a bankrupt member; or

(d)

the applicant's legal and/or beneficial ownership of the shares,

shall be accepted by the Company even if the deceased, incompetent member or bankrupt member is resident and/or domiciled outside the British Virgin Islands if the document is issued by a foreign court which had competent jurisdiction in the matter. For the purposes of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian, trustee in bankruptcy or the applicant.

6.3

Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

6.4

Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

6.5	What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

7	Acquisition of Own Shares

7.1

Subject to Article 27 of these Articles, the directors may, on behalf of the Company, purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as the directors consider fit, and either cancel or hold such shares as treasury shares. Shares may be purchased or otherwise acquired in exchange for newly issued shares in the Company.

7.2	The directors shall not, unless permitted pursuant to the Act, purchase, redeem or otherwise acquire any of the Company's own shares unless immediately after such purchase, redemption or other acquisition:

(a)

the value of the Company's assets exceeds it liabilities; and

(b)

the Company is able to pay its debts as they fall due.

7.3	Sections 60 and 61 of the Act shall not apply to the Company.

8	Treasury Shares

8.1	Shares may only be held as treasury shares by the Company to the extent that the number of treasury shares does not exceed 50% of the shares of that class previously issued by the Company, excluding shares that have been cancelled.

8.2	The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine.

9	Notice of Meetings of Members

9.1

The directors may convene meetings of the members of the Company at such times and in such manner and places (within or outside the British Virgin Islands) as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members entitled to exercise at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested. Meetings of members shall take place at least annually (the “ Annual Meeting ”).

9.2

Not less than seven (7) days' notice specifying at least the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given in the manner hereinafter mentioned to such persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting. Notwithstanding the foregoing, a meeting of members held in contravention of the requirement to give notice is valid if members holding a ninety (90) percent majority of:

(a)

the total voting rights on all the matters to be considered at the meeting; or

(b)

the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part (unless such member objects in writing before or at the meeting).

9.3	The inadvertent failure of the directors to give notice of a meeting to a member or the fact that a member has not received a notice that has been properly given, shall not invalidate the meeting.

10	Proceedings at Meetings of Members

10.1

No business shall be transacted at any meeting of members unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall consist of the holder or holders present in person or by proxy entitled to exercise at least fifty (50) percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

10.2	A member of the Company shall be deemed to be present at a meeting of members if:

(a)

he or his proxy participates by telephone or other electronic means; and

(b)

all members and proxies participating in the meeting are able to hear each other.

10.3	If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be dissolved.

10.4	A member may attend a meeting of members personally or be represented by a proxy who may speak and vote on behalf of the member.

10.5

The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. An instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy, but must be in writing under the hand of the appointer unless the appointer is a corporation or other form of legal entity (other than one or more individuals holding as joint owner) in which case the instrument appointing a proxy shall be in writing under the hand of an individual duly authorised by such corporation or legal entity to execute the same.

10.6	At every meeting the members present shall choose someone of their number to be the chairman (the " Chairman "). If the members are unable to choose a Chairman for any reason, then the person representing the greatest number of voting shares present at the meeting shall preside as Chairman.

10.7	The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

10.8

At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority of those members (or their duly appointed proxies) entitled to vote and voting on the resolution, unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a)

by the Chairman; or

(b)

by any member present in person or by proxy and holding not less than one tenth of the total voting shares issued by the Company and having the right to vote on such resolution.

10.9

Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.10

If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn, at the discretion of the Chairman.

10.11

On a poll, every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder which confers the right to a vote on the resolution.

10.12

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

10.13

Subject to the Memorandum or these Articles, an action that may be taken by members of the Company at a meeting of members may also be taken by Written Resolution.

10.14

If a committee is appointed for any member who is of unsound mind, that member may vote by such committee.

11	Jointly Held Shares

11.1	Where shares are registered in the names of joint owners:

(a)

each registered owner may be present in person or by proxy at a meeting of members and may speak as a member;

(b)

if only one of them is present in person or by proxy, he may vote on behalf of all of them; and

(c)

if two or more are present in person or by proxy, they must vote as one. If more than one joint owner votes in person or by proxy at any meeting of members or by Written Resolution, the vote of the joint owner whose name appears first among such voting joint holders in the share register shall alone be counted.

12	Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

13	Appointment and Removal of Directors

13.1	The first director or directors shall be appointed by the registered agent of the Company. Thereafter, the directors shall be appointed as follows:

(a)

subject to the provisions of Article 27, any existing director(s) shall be designated as a Class C Director for a term expiring at the Company's third Annual Meeting of Members. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Members, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Members and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Members. Commencing at the first Annual Meeting of Members, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of members after their election. Except as the Act may otherwise require, in the interim between annual meetings of members or special meetings of members called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director; and

(b)

all directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

Sections 114(2) and 114(3) of the Act shall not apply to the Company.

13.2	A person shall not be appointed as a director of the Company unless he has consented in writing to be a director.

13.3	Each director holds office until:

(a)

his disqualification to act as a director under Section 111 of the Act (on which his office as director shall be automatically terminated if he has not resigned in accordance with section 115(2) of the Act);

(b)

his death;

(c)

his resignation; or

(d)

the effective date of his removal by Resolution of Directors or Resolution of Members.

13.4	The following are disqualified for appointment as the director of the Company:

(a)

an individual who is under 18 years of age;

(b)

a person who is a disqualified person within the meaning of section 260(4) of the Insolvency Act, 2003;

(c)

a person who is a restricted person within the meaning of section 409 of the Insolvency Act, 2003; and

(d)

an undischarged bankrupt.

13.5	A director shall not require a share qualification, but nevertheless shall be entitled to attend and speak at any meeting of the directors and meeting of the members and at any separate meeting of the holders of any class of shares in the Company.

13.6

The remuneration of directors (whether by way of salary, commission, participation in profits or otherwise) in respect of services rendered or to be rendered in any capacity to the Company (including to any company in which the Company may be interested) shall be fixed by Resolution of Directors or Resolution of Members. The directors may also be paid such travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors, or any committee of the directors or meetings of the members, or in connection with the business of the Company as shall be approved by Resolution of Directors or Resolution of Members.

14	Alternate and Reserve Directors

14.1

A director, by written instrument deposited at the registered office of the Company, may from time to time appoint another director or another person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present (and to vote on a Written Resolution) and generally at such meeting (or in connection with such Written Resolution) to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. Unless stated otherwise in the notice of the appointment of the alternate, if undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with these Articles his alternate (if any) shall be entitled to signify approval of the same on behalf of that director. The remuneration of an alternate shall be payable out of the remuneration payable to the director appointing him, as agreed between such alternate and the director appointing him. A director, by writing under his hand deposited at the registered office of the Company, may at any time vary or revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.

14.2

Where the Company has only one member with voting rights who is an individual and that member is also the sole director of the Company (the " sole member/director "), that sole member/director may, by instrument in writing, nominate a person who is not disqualified from being a director of the Company under section 111(1) of the Act as a reserve director of the Company to act in the place of the sole director in the event of his death.A person shall not be nominated as a reserve director unless he has consented in writing to be nominated as a reserve director. The nomination of a person as a reserve director of the Company ceases to have effect if:

(a)

before the death of the sole member/director who nominated him:

(i)

he resigns as reserve director, or

(ii)

the sole member/director revokes the nomination in writing; or

(b)

the sole member/director who nominated him ceases to be the sole member/director of the company for any reason other than his death.

15	Duties of Directors and Conflicts of Interests

15.1	A director of the Company, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the Company.

15.2

Notwithstanding the foregoing Article, if the Company is a wholly-owned subsidiary, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of that Company’s holding company (as defined in the Act) even though it may not be in the best interests of the Company.

15.3	A director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the Company acting, in a manner that contravenes the Act or the Memorandum or Articles.

15.4	A director, when exercising powers or performing duties as a director, shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation:

(a)

the nature of the Company;

(b)

the nature of the decision; and

(c)

the position of the director and the nature of the responsibilities undertaken by him.

15.5	A director of the Company, when exercising his powers or performing his duties as a director, is entitled to rely upon the register of members and upon books, records, financial statements and other information prepared or supplied, and on professional or expert advice given, by:

(a)

an employee of the Company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;

(b)

a professional adviser or expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence; and

(c)

any other director, or committee of directors upon which the director did not serve, in relation to matters within the director’s or committee’s designated authority,

provided that the director:

(d)

acts in good faith;

(e)

makes proper inquiry where the need for the inquiry is indicated by the circumstances; and

(f)

has no knowledge that his reliance on the register of members or the books, records, financial statements and other information or expert advice is not warranted.

15.6	A director may hold any other office or position of profit under the Company (except that of auditor) in conjunction with his office of director, and may act in a professional capacity to the Company on such terms as to remuneration and otherwise as the directors shall approve.

15.7

A director may be or become a director or officer of, or otherwise be interested in any company promoted by the Company, or in which the Company may be interested, as a member or otherwise and no such director shall be accountable for any remuneration or other benefits received by him as director or officer or from his interest in such other company. The directors may also exercise the voting powers conferred by the shares in any other company held or owned by the Company in such manner in all respects as they think fit, including the exercise thereof in favour of any resolutions appointing them, or of their number, directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. A director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or be about to become, a director or officer of such other company, and as such in any other manner is, or may be, interested in the exercise of such voting rights in the manner aforesaid.

15.8

No director shall be disqualified by his office from contracting with the Company either as a buyer, seller or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way interested be voided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement, by reason of such director holding that office or by reason of the fiduciary relationship thereby established, provided such director shall, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the board of directors. For the purposes of this Article:

(a)

A director of the Company is not required to make such a disclosure if:

(i)

the transaction or proposed transaction is between the director and the Company; and

(ii)

the transaction or proposed transaction is or is to be entered into in the ordinary course of the Company's business and on usual terms and conditions.

(b)

A disclosure to the board to the effect that a director is a member, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction. Such a disclosure is not made to the board unless it is made or brought to the attention of every director on the board.

(c)

Subject to Section 125(1) of the Act, the failure by a director to comply with this Article does not affect the validity of a transaction entered into by the director or the Company.

15.9	A director of the Company who is interested in a transaction entered into or to be entered into by the Company may:

(a)

vote on a matter relating to the transaction;

(b)

attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)

sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.

16	Powers of Directors

16.1

The business of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company necessary for managing and for directing and supervising, the business and affairs of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members, subject to any delegation of such powers as may be authorised by these Articles and permitted by the Act and to such requirements as may be prescribed by Resolution of the Members, but no requirement made by Resolution of the Members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

16.2	If the number of directors shall have been fixed at two or more persons and by reason of vacancies having occurred in the board of directors there shall be only one continuing director, he shall be authorised to act alone only for the purpose of appointing another director.

17	Delegation by the Board to Directors, Committees, Officers, Attorneys and Agents

17.1

The board of directors may entrust to and confer upon any director or officer any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers. Subject to the provisions of Section 110 of the Act, the directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committees so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the directors or the provisions of the Act.

17.2	The directors have no power to delegate the following powers to a committee of directors:

(a)

to amend the Memorandum or Articles;

(b)

to designate committees of directors;

(c)

to delegate powers to a committee of directors; (This and the preceding sub-Article do not prevent a committee of directors, where authorised by the directors, from appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee);

(d)

to appoint or remove directors;

(e)

to appoint or remove an agent;

(f)

to approve a plan or merger, consolidation or arrangement;

(g)

to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or approve a liquidation plan; or

(h)

to make a determination under section 57(1) of the Act that the Company will, immediately after a proposed distribution, satisfy the solvency test.

17.3

Where the directors of the Company delegate their powers to a committee of directors, they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds that at all times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on directors of the Company by the Act.

17.4

The directors of the Company may, by Resolution of Directors, appoint officers of the Company at such times as shall be considered necessary or expedient. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the directors thereafter.

17.5	Any person may hold more than one office and no officer need be a director or member of the Company. The officers shall remain in office until removed from office by the directors, whether or not a successor is appointed.

17.6	Any officer who is a body corporate may appoint any person as its duly authorised representative for the purpose of representing it and of transacting any of the business of the officers.

17.7

The directors may from time to time by power of attorney appoint any company, firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as the directors think fit.

17.8

The directors may appoint any person, including a person who is a director, to be an agent of the company. An agent of the Company has such powers and authority of the directors, including the power and authority to affix the common seal of the Company, as are set forth in the Resolution of Directors appointing the agent, except that no agent has any power or authority with respect to the following:

(a)

to amend the Memorandum or Articles;

(b)

to change the registered office or registered agent;

(c)

to designate committees of directors;

(d)

to delegate powers to a committee of directors;

(e)

to appoint or remove directors;

(f)

to appoint or remove an agent;

(g)

to fix emoluments of directors;

(h)

to approve a plan of merger, consolidation or arrangement;

(i)

to make a declaration of solvency for the purposes of section 198(1)(a) of the Act or to approve a liquidation plan;

(j)

to make a determination under section 57(1) of the Act that the Company will, immediately after a proposed distribution, satisfy the solvency test as stipulated in Section 56 of the Act; or

(k)

to authorise the Company to continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands.

17.9	Where the directors appoint any person to be an agent of the Company, they may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent by the Company.

17.10

The directors may at any time remove an agent and may revoke or vary a power conferred on him.

18	Proceedings of Directors

18.1

The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. The meetings of the board of directors and any committee thereof shall be held at such place or places (within or outside the British Virgin Islands) as the directors shall decide.

18.2

A director may at any time summon a meeting of the directors. A director shall be given not less than three (3) business days' (being full business days in the place of the director's residence) notice of a meeting of the directors, save that a meeting of directors held on less notice is valid if a majority of the directors entitled to vote at the meeting have waived the notice of the meeting; and, for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part (unless he objects in writing before or at the meeting).

18.3	The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice shall not invalidate the meeting.

18.4	Any director who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the directors and of transacting any of the business of the directors.

18.5	A meeting of the directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-third of the total number of directors with a minimum of two (2).

18.6	If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

18.7	A director of the Company shall be deemed to be present at a meeting of the board if:

(a)

he or his alternate participates by telephone or other electronic means; and

(b)

all directors and alternates participating in the meeting are able to hear each other.

18.8

The directors may elect a chairman (the " Chairman of the Board ") of their meeting and determine the period for which he is to hold office. If no such Chairman of the Board is elected, or if at any meeting the Chairman of the Board is not present at the time appointed for holding the meeting, the directors present may choose one of their number to be Chairman of the Board for the meeting. If the directors are unable to choose a Chairman of the Board, for any reason, then the longest serving director present at the meeting shall preside as the Chairman of the Board.

18.9	Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality in votes the Chairman of the Board shall have a second or casting vote.

18.10

A resolution approved by a majority of the directors for the time being entitled to receive notice of a meeting of the directors or of a committee of the directors and taking the form of a Written Resolution shall be as valid and effectual as if it had been passed at a meeting of the directors or of such committee duly convened and held, without the need for any notice.

18.11

If the Company shall have only one director, the foregoing provisions for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record in writing and sign a note of memorandum of all matters requiring a resolution of the directors. Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

19	Indemnification and Insurance

19.1

Subject to the provisions of the Act and the subsequent provisions of this Article, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(b)

is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

19.2

This Article applies only to a person who has acted honestly and in good faith and in what he believed to be the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The Company shall not indemnify a person who has not so acted, and any indemnity given to such a person is void and of no effect. A director acts in the best interests of the Company if he acts in the best interests of:

(a)

the Company’s holding company; or

(b)

a shareholder or shareholders of the Company;

in either case, in the circumstances specified in the sub-Articles below, as the case may be:

19.3

The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.

19.4

Expenses, including legal fees, incurred by a director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the director is not entitled to be indemnified by the Company in accordance with this Article.

19.5

Expenses, including legal fees, incurred by a former director in defending any legal, administrative or investigative proceedings may be paid by the Company in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of the former director to repay the amount if it shall ultimately be determined that the former director is not entitled to be indemnified by the Company in accordance with this Article and upon such other terms and conditions, if any, as the Company deems appropriate.

19.6

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article is not exclusive of any other rights to which the person seeking indemnification or advancement of expenses may be entitled under any agreement, resolution of members, resolution of disinterested directors or otherwise, both as to acting in the person’s official capacity and as to acting in another capacity while serving as a director of the Company.

19.7

The Company may purchase and maintain insurance in relation to any person who is or was a director of the Company, or who at the request of the Company is or was serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under the foregoing Article.

20	Company Seal and Entry into Contracts and Deeds

20.1

The directors shall provide for the safe custody of the common seal of the Company. The common seal when affixed to any instrument (save for a share certificate in accordance with these Articles) shall be witnessed by a director or officer of the Company or any other person so authorised from time to time by the directors.

20.2	A contract may be entered into by the Company as follows:

(a)

a contract that, if entered into by an individual, would be required by law to be in writing and under seal, may be entered into by or on behalf of the Company in writing under the common seal of the Company, or executed by or on behalf of the Company by a director or an authorised agent of the Company, and may be varied or discharged in the same manner;

(b)

a contract that, if entered into by an individual, would be required by law to be in writing and signed, may be entered into by or on behalf of the Company in writing and signed by a person acting under the express or implied authority of the company, and may be varied or discharged in the same manner; and

(c)

a contract that, if entered into by an individual, would be valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the Company by a person acting under the express or implied authority of the Company, and may be varied or discharged in the same manner.

20.3	Notwithstanding the foregoing Article, an instrument is validly executed by the Company as a deed, or an instrument under seal, if it is either:

(a)

sealed with the common seal of the Company and witnessed by a director of the Company and/or such other person who is authorised by the Memorandum or Articles to witness the application of the Company’s seal; or

(b)

expressed to be, or is expressed to be executed as, or otherwise makes clear on its face that it is intended to be, a deed and it is signed by a director and/or by a person acting under the express or implied authority of the Company.

21	Distributions

21.1

Subject to the provisions of the Act, the directors of a Company may, by Resolution of Directors, authorise a distribution by the Company at a time, and of an amount, and to any members they think fit if they are satisfied, on reasonable grounds that, immediately after the distribution, the value of the Company's assets will exceed the Company's liabilities and the Company is able to pay its debts as they fall due.

21.2	No distribution shall be paid on those shares which are held by the Company as treasury shares at the date of declaration of the distribution.

21.3

The directors may, before recommending any distribution, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at their discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit.

21.4	If several persons are registered as joint holders of any share, any of them may give effectual receipt for any distribution or other monies payable on or in respect of the share.

21.5	Notice of any distribution that may have been declared shall be given to each member in manner hereinafter mentioned and all distributions unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Company.

21.6	No distribution shall bear interest against the Company.

22	Company Records

22.1	The Company shall keep records that:

(a)

are sufficient to show and explain the Company's transactions; and

(b)

will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

22.2	The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a)

minutes of all meetings and all resolutions of members and of classes of members; and

(b)

minutes of all meetings and all resolutions of directors and committees of directors .

Where any such records are kept at a place other than at the office of the Company’s registered agent, the Company shall provide the registered agent with a written record of the physical address of the place or places at which the records are kept. Where the place at which any such records is changed, the Company shall provide the registered agent with the physical address of the new location of the records within fourteen days of the change of location.

22.3

The Company shall keep a register to be known as a register of directors containing the names and addresses of the persons who are directors of the Company, the date on which each person whose name is entered in the register was appointed as a director of the Company, the date on which each person named as a director ceased to be a director of the Company, and such other information as may be prescribed from time to time by law.

22.4

The Company shall maintain an accurate and complete register of members showing the full names and addresses of all persons holding registered shares in the Company, the number of each class and series of registered shares held by such person, the date on which the name of each member was entered in the register of members and where applicable, the date such person ceased to hold any registered shares in the Company.

22.5	The Company shall keep the following at the office of its registered agent:

(a)

the Memorandum and Articles of the Company;

(b)

the register of members maintained in accordance with these Articles or a copy of the register of members;

(c)

the register of directors maintained in accordance with these Articles or a copy of the register of directors;

(d)

copies of all notices and other documents filed by the Company in the previous ten years;

(e)

a copy of the register of charges kept by the Company pursuant to Section 162(1) of the Act; and

(f)

an imprint of the common seal.

22.6	Where the Company keeps a copy of the register of members or the register of directors at the office of its registered agent, it shall:

(a)

within 15 days of any change in the register, notify the registered agent, in writing, of the change; and

(b)

provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

(c)

Where the place at which the original register of members or the original register of directors is changed, the Company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location.

22.7	The records, documents and registers required by these Articles shall be open to the inspection of the directors at all times.

22.8

The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, documents and registers of the Company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right to inspect any records, documents or registers of the Company except as conferred by the Act or authorised by a Resolution of Directors.

Audit

23.1	The directors may by a Resolution of Directors call for the accounts of the Company to be examined by an auditor or auditors to be appointed by them at such remuneration as may from time to time be agreed.

23.2	The auditor may be a member of the Company but no director or officer shall be eligible during his continuance in office.

23.3	Every auditor of the Company shall have a right of access at all times to the books of accounts of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he thinks necessary for the performance of his duties.

23.4	The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company's audited profit and loss account and/or balance sheet is to be presented.

Notices

24.1	Any notice, information or written statement required to be given to members shall be served by mail (air-mail service if available) addressed to each member at the address shown in the share register.

24.2	All notices directed to be given to the members shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the share register, and notice so given shall be sufficient notice to all the holders of such shares.

24.3	Any notice, if served by post, shall be deemed to have been served within ten days of posting, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and mailed with the postage prepaid.

25	Continuation

The Company may, by a Resolution of Directors or by a Resolution of Members, continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

26	Winding Up

26.1	The Company may be voluntarily liquidated under Part XII of the Act if it has no liabilities and it is able to pay its debts as they become due. A liquidator may, subject to the terms of the Act, be appointed by a Resolution of Directors or by a Resolution of Members.

26.2

If the Company shall be wound up, the liquidator may, in accordance with a Resolution of Members, divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any such property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributors as the liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

27	Business Combination

27.1

The following provisions 27.2 through 27.5 and Article 13 shall terminate upon the consummation of any "Business Combination," and may not be amended during the "Target Business Acquisition Period." A "Business Combination" shall mean the acquisition by the Company, whether by merger, share capital exchange, asset or share acquisition or other similar type of transaction, of an operating business ("Target Business"). The "Target Business Acquisition Period" shall mean the period commencing from the effectiveness of the registration statement filed in connection with the initial public offering ("IPO") of the Company’s parent corporation, Alyst Acquisition Corporation, a Delaware corporation (“Alyst”) up to and including the first to occur of (a) a Business Combination; or (b) the Termination Date (defined below).

27.2

Prior to the consummation of any Business Combination, the Company shall submit such Business Combination to its shareholders for approval regardless of whether the Business Combination is of a type which normally would require such shareholder approval under the Act. In the event that a majority of the IPO Shares (defined below) cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Company shall be authorized to consummate the Business Combination; provided that the Company shall not consummate any Business Combination if the holders of 30% or more of the IPO Shares exercise their redemption rights described in Article 27.3 below.

27.3

In the event that a Business Combination is approved in accordance with the above Article 27.2 and is consummated by the Company, any shareholder of the Company holding Ordinary Shares in the IPO ("IPO Shares") who voted against the Business Combination may, contemporaneously with such vote, demand that the Company redeem his IPO Shares into cash. If so demanded, the Company shall, promptly after consummation of the Business Combination, redeem such shares into cash at a per share redemption price equal to the quotient determined by dividing (i) the amount in the Trust Fund (as defined below), inclusive of any interest thereon, calculated as of two business days prior to the consummation of the Business Combination, by (ii) the total number of IPO Shares. "Trust Fund" shall mean the trust account established by Alyst at the consummation of Alyst's IPO and into which a certain amount of the net proceeds of the IPO are deposited.

27.4

In the event that the Company does not consummate a Business Combination by 29 June 2009 (the "Termination Date"), the officers of the Company shall take all such action necessary to liquidate and dissolve the Company as soon as reasonably practicable. In the event that the Company is so wound-up and subsequently liquidated, only the holders of IPO Shares shall be entitled to receive pro rata liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of the Company.

27.5

A holder of IPO Shares shall be entitled to receive distributions from the Trust Fund only in the event of a liquidation of the Company or in the event he demands redemption of his shares in accordance with Article 27.3 above. In no other circumstances shall a holder of IPO Shares have any right or interest of any kind in or to the Trust Fund.

Incorporator

(Sgd.) Clinton Hempel

Clinton Hempel

Authorised Signatory

Maples Finance BVI Limited

Annex E

DELAWARE GENERAL CORPORATION LAW

SECTION 262

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word ‘‘stockholder’’ means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words ‘‘stock’’ and ‘‘share’’ mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words ‘‘depository receipt’’ mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 25 1 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

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(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

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(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.

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Annex F

THE BRITISH VIRGIN ISLANDS BUSINESS COMPANIES ACT, 2004

SECTION 179

(1) A member of a company is entitled to payment of the fair value of his shares upon dissenting from

(a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares;

(b) a consolidation, if the company is a constituent company;

(c) any sale, transfer, lease, exchange or other disposition of more than 50 per cent in value of the assets or business of the company, if not made in the usual or regular course of the business carried on by the company, but not including

(i) a disposition pursuant to an order of the Court having jurisdiction in the matter,

(ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one year after the date of disposition, or

(iii) a transfer pursuant to the power described in section 28(2);

(d) a redemption of his shares by the company pursuant to section 176 ; and

(e) an arrangement, if permitted by the Court.

(2) A member who desires to exercise his entitlement under subsection (1) shall give to the company, before the meeting of members at which the action is submitted to a vote, or at the meeting but before the vote, written objection to the action; but an objection is not required from a member to whom the company did not give notice of the meeting in accordance with this Act or where the proposed action is authorised by written consent of members without a meeting.

(3) An objection under subsection (2) shall include a statement that the member proposes to demand payment for his shares if the action is taken.

(4) Within 20 days immediately following the date on which the vote of members authorising the action is taken, or the date on which written consent of members without a meeting is obtained, the company shall give written notice of the authorisation or consent to each member who gave written objection or from whom written objection was not required, except those members who voted for, or consented in writing to, the proposed action.

(5) A member to whom the company was required to give notice who elects to dissent shall, within 20 days immediately following the date on which the notice referred to in subsection (4) is given, give to the company a written notice of his decision to elect to dissent, stating

(a) his name and address;

(b) the number and classes of shares in respect of which he dissents; and

and a member who elects to dissent from a merger under section 172 shall give to the company a written notice of his decision to elect to dissent within 20 days immediately following the date on which the copy of the plan of merger or an outline thereof is given to him in accordance with section 172.

(6) A member who dissents shall do so in respect of all shares that he holds in the company.

(7) Upon the giving of a notice of election to dissent, the member to whom the notice relates ceases to have any of the rights of a member except the right to be paid the fair value of his shares.

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(8) Within 7 days immediately following the date of the expiration of the period within which members may give their notices of election to dissent, or within 7 days immediately following the date on which the proposed action is put into effect, whichever is later, the company or, in the case of a merger or consolidation, the surviving company or the consolidated company shall make a written offer to each dissenting member to purchase his shares at a specified price that the company determines to be their fair value; and if, within 30 days immediately following the date on which the offer is made, the company making the offer and the dissenting member agree upon the price to be paid for his shares, the company shall pay to the member the amount in money upon the surrender of the certificates representing his shares.

(9) If the company and a dissenting member fail, within the period of 30 days referred to in subsection (8), to agree on the price to be paid for the shares owned by the member, within 20 days immediately following the date on which the period of 30 days expires, the following shall apply:

(a) the company and the dissenting member shall each designate an appraiser;

(b) the two designated appraisers together shall designate an appraiser

(c) the three appraisers shall fix the fair value of the shares owned by the dissenting member as of the close of business on the day prior to the date on which the vote of members authorising the action was taken or the date on which written consent of members without a meeting was obtained, excluding any appreciation or depreciation directly or indirectly induced by the action or its proposal, and that value is binding on the company and the dissenting member for all purposes; and

(d) the company shall pay to the member the amount in money upon the surrender by him of the certificates representing his shares.

(10) Shares acquired by the company pursuant to subsection (8) or (9) shall be cancelled but if the shares are shares of a surviving company, they shall be available for reissue.

(11) The enforcement by a member of his entitlement under this section excludes the enforcement by the member of a right to which he might otherwise be entitled by virtue of his holding shares, except that this section does not exclude the right of the member to institute proceedings to obtain relief on the ground that the action is illegal.

(12) Only subsections (1) and (8) to (11) shall apply in the case of a redemption of shares by a company pursuant to the provisions of section 176 and in such case the written offer to be made to the dissenting member pursuant to subsection (8) shall be made within 7 days immediately following the direction given to a company pursuant to section 176 to redeem its shares.

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Annex G

CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

2008 OMNIBUS SECURITIES AND INCENTIVE PLAN

CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

2008 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table of Contents

			Page

ARTICLE I	PURPOSE		1

ARTICLE II	DEFINITIONS		1

ARTICLE III	EFFECTIVE DATE OF PLAN		6

ARTICLE IV	ADMINISTRATION		6
	Section 4.1	Composition of Committee	6
	Section 4.2	Powers	6
	Section 4.3	Additional Powers	6
	Section 4.4	Committee Action	7

ARTICLE V	SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON		7
	Section 5.1	Shares Grant and Award Limits	7
	Section 5.2	Shares Offered	7
	Section 5.3	Lock-Up Agreement	8

ARTICLE VI	ELIGIBILITY FOR AWARDS; TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS		8
	Section 6.1	Eligibility	8
	Section 6.2	Termination of Employment or Director Status	8
	Section 6.3	Termination of Consultant Status	9
	Section 6.4	Special Termination Rule	10
	Section 6.5	Termination for Cause	10

ARTICLE VII	OPTIONS		10
	Section 7.1	Option Period	10
	Section 7.2	Limitations on Exercise of Option	10
	Section 7.3	Special Limitations on Incentive Share Options	11
	Section 7.4	Option Agreement	11
	Section 7.5	Option Price and Payment	12
	Section 7.6	Shareholder Rights and Privileges	12
	Section 7.7	Options and Rights in Substitution for Share Options Granted by Other Corporations	12

ARTICLE VIII	RESTRICTED SHARE AWARDS		12
	Section 8.1	Restriction Period to be Established by Committee	12
	Section 8.2	Other Terms and Conditions	12
	Section 8.3	Payment for Restricted Shares	13
	Section 8.4	Restricted Share Award Agreements	13

ARTICLE IX	UNRESTRICTED SHARE AWARDS		13

CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

2008 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table of Contents (cont’d)

			Page

ARTICLE X	PERFORMANCE UNIT AWARDS		13
	Section 10.1	Terms and Conditions	13
	Section 10.2	Payments	14

ARTICLE XI	PERFORMANCE SHARE AWARDS		14
	Section 11.1	Terms and Conditions	14
	Section 11.2	Shareholder Rights and Privileges	14

ARTICLE XII	DISTRIBUTION EQUIVALENT RIGHTS		14
	Section 12.1	Terms and Conditions	14
	Section 12.2	Interest Equivalents	14

ARTICLE XIII	SHARE APPRECIATION RIGHTS		14
	Section 13.1	Terms and Conditions	15
	Section 13.2	Tandem Share Appreciation Rights	15

ARTICLE XIV	RECAPITALIZATION OR REORGANIZATION		16
	Section 14.1	Adjustments to Ordinary Shares	16
	Section 14.2	Recapitalization	16
	Section 14.3	Other Events	16
	Section 14.4	Powers Not Affected	16
	Section 14.5	No Adjustment for Certain Awards	17

ARTICLE XV	AMENDMENT AND TERMINATION OF PLAN		17

ARTICLE XVI	SPECIAL RULES		17
	Section 16.1	Right of First Refusal	17
	Section 16.2	Call Option	17

ARTICLE XVII	MISCELLANEOUS		18
	Section 17.1	No Right to Award	18
	Section 17.2	No Rights Conferred	18
	Section 17.3	Other Laws; Withholding	18
	Section 17.4	No Restriction on Corporate Action	18
	Section 17.5	Restrictions on Transfer	19
	Section 17.6	Beneficiary Designations	19
	Section 17.7	Rule 16b-3	19
	Section 17.8	Section 162(m)	19
	Section 17.9	Section 409A	20
	Section 17.10	Other Plans	20
	Section 17.11	Limits of Liability	20
	Section 17.12	Governing Law	20

CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

2008 OMNIBUS SECURITIES AND INCENTIVE PLAN

Table of Contents (cont’d)

		Page

Section 17.13	Severability of Provisions	20
Section 17.14	No Funding	20
Section 17.15	Headings	20
Section 17.16	Terms of Award Agreements	20

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CHINA NETWORKS INTERNATIONAL HOLDINGS LTD.

2008 OMNIBUS SECURITIES AND INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this China Networks International Holdings Ltd. 2008 Omnibus Securities and Incentive Plan (the “ Plan ”) is to benefit the shareholders of China Networks International Holdings Ltd., a BVI corporation (the “ Company ”), by assisting the Company to attract, retain and provide incentives to key management employees and nonemployee directors of, and non-employee consultants to, the Company and its Affiliates, and to align the interests of such employees, nonemployee directors and nonemployee consultants with those of the Company’s shareholders. Accordingly, the Plan provides for the granting of Distribution Equivalent Rights, Incentive Share Options, Non-Qualified Share Options, Performance Share Awards, Performance Unit Awards, Restricted Share Awards, Share Appreciation Rights, Tandem Share Appreciation Rights, Unrestricted Share Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.

ARTICLE II

DEFINITIONS

The following definitions shall be applicable throughout the Plan unless the context otherwise requires:

“ Affiliate ” shall mean any corporation which, with respect to the Company, is a “parent corporation” within the meaning of Section 424(e) of the Code.

“ Award ” shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Share Award, Performance Unit Award, Restricted Share Award, Share Appreciation Right or Unrestricted Share Award.

“ Award Agreement ” shall mean a written agreement between the Company and the Holder with respect to an Award, each of which shall constitute a part of the Plan.

“ Board ” shall mean the Board of Directors of the Company from time to time.

“ Cause ” shall mean (i) if the Holder is a party to an employment or similar agreement with the Company or an Affiliate which agreement defines “Cause” (or a similar term) therein, “ Cause ” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “ Cause ” shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.

“ Change of Control ” shall mean (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term) therein, “ Change of Control ” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “ Change of Control ” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):

(a) Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “ Person ”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;

(b) The closing of a merger, consolidation or other business combination (a “ Business Combination ”) other than a Business Combination in which holders of ordinary shares of the Company immediately prior to the Business Combination have substantially the same proportionate ownership of common share of the surviving corporation immediately after the Business Combination as immediately before;

(c) The closing of either (i) an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate, or (ii) a plan of complete liquidation of the Company;

(d) The persons who were members of the Board immediately before a tender offer by any Person other than the Company or an Affiliate, or before a merger, consolidation or contested election, or before any combination of such transactions, cease to constitute a majority of the members of the Board as a result of such transaction or transactions; or

(e) Any other event which shall be deemed by a majority of the members of the Board to constitute a “Change of Control.”

“ Code ” shall mean the United States Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any regulation under such section.

“ Committee ” shall mean a committee comprised of (i) at any time that the Ordinary Shares are not registered under Section 12 of the Exchange Act, the Compensation Committee of the Board, and (ii) at any time that the Ordinary Shares are registered under Section 12 of the Exchange Act, not less than three (3) members of the Board who are selected by the Board as provided in Section 4.1.

“ Company ” shall mean China Networks International Holdings Ltd., a BVI corporation, and any successor thereto.

“ Consultant ” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto.

“ Director ” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.

“ Distribution Equivalent Right ” shall mean an Award granted under Article XII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Ordinary Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Ordinary Shares during the period the Holder held the Distribution Equivalent Right.

“ Distribution Equivalent Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award.

“ Effective Date ” shall mean _____________ , 2008.

“ Employee ” shall mean any employee, including officers, of the Company or an Affiliate.

“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the Code, as of any specified date, the closing sales price of the Ordinary Shares for such date (or, in the event that the Ordinary Shares are not traded on such date, on the immediately preceding trading date) on the Nasdaq Share Market or a domestic or foreign national securities exchange (including London’s Alternative Investment Market) on which the Ordinary Shares may be listed, as reported in The Wall Street Journal or The Financial Times. If the Ordinary Shares are not listed on the Nasdaq Share Market or on a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Ordinary Shares shall be the mean of the bid and asked prices per Ordinary Share for such date. If the Ordinary Shares are not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value of property other than Ordinary Shares shall be determined by the Board in good faith by any fair and reasonable means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.

“ Family Member ” shall mean any child, stepchild, grandchild, parent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.

“ Holder ” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, to the extent applicable.

“ Incentive Share Option ” shall mean an Option which is intended by the Committee to constitute, and which does constitute, an “incentive stock option” under Section 422 of the Code.

“ Non-Qualified Share Option ” shall mean an Option which is not an Incentive Share Option.

“ Option ” shall mean an Award granted under Article VII of the Plan of an option to purchase Ordinary Shares and includes both Incentive Share Options and Non-Qualified Share Options.

“ Option Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Option.

“ Ordinary Shares ” shall mean the ordinary shares, par value $0.0001 per share, of the Company.

“ Performance Share Award ” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) performance goals and/or objectives, Ordinary Shares are paid to the Holder.

“ Performance Share Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Performance Share Award.

“ Performance Unit ” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.

“ Performance Unit Award ” shall mean an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder.

“ Performance Unit Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.

“ Plan ” shall mean this China Networks International Holdings Ltd. 2008 Omnibus Securities and Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder.

“ Restricted Share Award ” shall mean an Award granted under Article VIII of the Plan of Ordinary Shares, the transferability of which by the Holder shall be subject to Restrictions.

“ Restricted Share Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Restricted Share Award.

“ Restriction Period ” shall mean the period of time for which Ordinary Shares subject to a Restricted Share Award shall be subject to Restrictions, as set forth in the applicable Restricted Share Award Agreement.

“ Restrictions ” shall mean forfeiture, transfer and/or other restrictions applicable to Ordinary Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Share Award and set forth in a Restricted Share Award Agreement.

“ Rule 16b-3 ” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.

“ Share Appreciation Right ” shall mean an Award granted under Article XIII of the Plan of a right, granted alone or in connection with a related Option, to receive a payment on the date of exercise.

“ Share Appreciation Right Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to a Share Appreciation Right.

“ Tandem Share Appreciation Right ” shall mean a Share Appreciation Right granted in connection with a related Option, the exercise of which shall result in termination of the otherwise entitlement to purchase some or all of the Ordinary Shares under the related Option, all as set forth in Section 13.2.

“ Ten Percent Shareholder ” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.

“ Total and Permanent Disability ” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, all as described in Section 22(e)(3) of the Code.

“ Units ” shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance Unit Award Agreement.

“ Unrestricted Share Award ” shall mean an Award granted under Article IX of the Plan of Ordinary Shares which are not subject to Restrictions.

“ Unrestricted Share Award Agreement ” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Share Award.

ARTICLE III

EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the Effective Date, provided that the Plan is approved by the shareholders of the Company within twelve (12) months of such date.

ARTICLE IV

ADMINISTRATION

Section 4.1 Composition of Committee . The Plan shall be administered by the Committee, which shall be appointed by the Board. Notwithstanding the foregoing, however, at any time that the Ordinary Shares are registered under Section 12 of the Exchange Act, the Committee shall consist solely of three (3) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m) of the Code (“ Outside Directors ”), (ii) “non-employee directors” within the meaning of Rule 16b-3, and (iii) “independent” for purposes of any applicable listing requirements (“ Non-Employee Directors ”); provided , however , that the Board or the Committee may delegate to a committee of one or more members of the Board who are not (x) Outside Directors, the authority to grant Awards to eligible persons who are not (A) then “covered employees” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such Award, or (B) persons with respect to whom the Company wishes to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant Awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award.

Section 4.2 Powers . Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), what type of Award shall be granted, the term of an Award, the date or dates on which an Award vests (including acceleration of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of an Award, the Restrictions under a Restricted Share Award and the number of Ordinary Shares which may be issued under an Award, all as applicable. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion shall deem relevant.

Section 4.3 Additional Powers . The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Share Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders.

Section 4.4 Committee Action . In the absence of specific rules to the contrary, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan.

Section 4.5 Special Committee Action Regarding Applicable Law . The Committee shall be authorized to adopt special rules and requirements under the Plan for compliance with applicable law, including but not limited to applicable Chinese law, as shall be set forth on Appendix A to the Plan and in the applicable Award Agreements.

ARTICLE V

SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON

Section 5.1 Shares Grant and Award Limits . The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article XIV, the aggregate number of Ordinary Shares that may be issued under the Plan shall not exceed Two Million Five Hundred Thousand (2,500,000) Ordinary Shares. Ordinary Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its Holder terminate, any Ordinary Shares subject to such Award shall again be available for the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Ordinary Shares that may be subject to Awards of Options under Article VII and/or Share Appreciation Rights under Article XIII, in either or both cases granted to any one Employee during any calendar year, shall be _________ (____) Ordinary Shares (subject to adjustment in the same manner as provided in Article XIV with respect to Ordinary Shares subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation generated in connection with the exercise of Options or Share Appreciation Rights to constitute “performance-based” compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of Ordinary Shares, to the extent required under Section 162(m) of the Code, any Ordinary Shares subject to Options or Share Appreciation Rights that are canceled or repriced.

Section 5.2 Shares Offered . The share to be offered pursuant to the grant of an Award may be authorized but unissued Ordinary Shares, Ordinary Shares purchased on the open market or Ordinary Shares previously issued and outstanding and reacquired by the Company.

Section 5.3 Lock-Up Agreement . Each Award Agreement which provides for the issuance of Ordinary Shares, including but not limited to the issuance of Ordinary Shares upon the exercise of an Option, shall provide for a lock-up covenant by the Holder, to be effective for a period not to exceed one year, upon the request of the Company or the Company’s principal underwriter in connection with an underwritten public offering of the Ordinary Shares.

ARTICLE VI

ELIGIBILITY FOR AWARDS; TERMINATION OF

EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS

Section 6.1 Eligibility . Awards made under the Plan may be granted solely to persons or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-Qualified Share Option, a Restricted Share Award, an Unrestricted Share Award, a Distribution Equivalent Right Award, a Performance Share Award, a Performance Unit Award, a Share Appreciation Right, a Tandem Share Appreciation Right, any combination thereof or, solely for Employees, an Incentive Share Option.

Section 6.2 Termination of Employment or Director Status . Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination of a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death:

(a) The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Share Options and/or Share Appreciation Rights shall terminate:

(1) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, not more than ninety (90) days after the date of such termination of employment or after the date of such termination of Director status;

(2) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination of employment or Director status; or

(3) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Non-Qualified Share Options and Share Appreciation Rights.

(b) The Holder’s rights, if any, to exercise any then exercisable Incentive Share Option shall terminate:

(1) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, not more than three (3) months after the date of such termination of employment;

(2) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination of employment; or

(3) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

(c) If a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the restrictions, terms and conditions applicable to an Award of Restricted Shares, such Restricted Shares shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of employment or Director status, that all or a portion of any such Holder’s Restricted Shares shall not be so canceled and forfeited.

Section 6.3 Termination of Consultant Status . Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination of a Holder’s status as a Consultant, for any reason:

(a) The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Share Options and Share Appreciation Rights shall terminate:

(1) If such termination is for a reason other than the Holder’s death, not more than ninety (90) days after the date of such termination; or

(2) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.

(b) If the status of a Holder as a Consultant terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, terms and conditions applicable to an Award of Restricted Shares, such Restricted Shares shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of such a Holder’s status as a Consultant, that all or a portion of any such Holder’s Restricted Shares shall not be so canceled and forfeited.

Section 6.4 Special Termination Rule . Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.3; provided , however , that any such Award which is intended to be an Incentive Share Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-Qualified Share Option. Should a Holder’s status as a Consultant terminate, if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.

Section 6.5 Termination for Cause . Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, should a Holder’s employment, Director status or engagement as a Consultant with or for the Company or an Affiliate be terminated by the Company or Affiliate for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such termination.

ARTICLE VII

OPTIONS

Section 7.1 Option Period . The term of each Option shall be as specified in the Option Agreement; provided , however , that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.

Section 7.2 Limitations on Exercise of Option . An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement.

Section 7.3 Special Limitations on Incentive Share Options . To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Share Option is granted) of Ordinary Shares with respect to which Incentive Share Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Share Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Share Options that exceeds such threshold shall be treated as Non-Qualified Share Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Share Options when granted to the Holder, will not constitute Incentive Share Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Share Option shall be granted to an Employee if, at the time the Option is granted, such Employee is a Ten Percent Shareholder, unless (i) at the time such Incentive Share Option is granted the Option price is at least one hundred ten percent (110 %) of the Fair Market Value of the Ordinary Shares subject to the Option, and (ii) such Incentive Share Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Share Option shall be granted more than ten (10) years from the date on which the Plan is approved by the Company’s shareholders. The designation by the Committee of an Option as an Incentive Share Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.

Section 7.4 Option Agreement . Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Share Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Ordinary Shares that have been owned by the Holder for at least six (6) months (plus cash if necessary) and having a Fair Market Value equal to such Option price. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, specify the effect of termination of employment, Director status or Consultant status on the exercisability of the Option. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan respecting all or a part of the Ordinary Shares to which he is entitled upon exercise pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Ordinary Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, specify the effect of the termination of the Holder’s employment with the Company or an Affiliate, Director status or Consultant status on the exercisability of the Option. An Option Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Options, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment upon a “change of control” of the Company resulting from the operation of the Plan or of such Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.

Section 7.5 Option Price and Payment . The price at which an Ordinary Share may be purchased upon exercise of an Option shall be determined by the Committee; provided , however , that such Option price (i) shall not be less than the Fair Market Value of an Ordinary Share on the date such Option is granted, and (ii) shall be subject to adjustment as provided in Article XIV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the applicable Option Agreement. Separate share certificates shall be issued by the Company for those Ordinary Shares acquired pursuant to the exercise of an Incentive Share Option and for those Ordinary Shares acquired pursuant to the exercise of a Non-Qualified Share Option.

Section 7.6 Shareholder Rights and Privileges . The Holder of an Option shall be entitled to all the privileges and rights of a shareholder of the Company solely with respect to such Ordinary Shares as have been purchased under the Option and for which certificates of share have been registered in the Holder’s name.

Section 7.7 Options and Rights in Substitution for Share Options Granted by Other Corporations . Options may be granted under the Plan from time to time in substitution for share options held by individuals employed by entities who become Employees as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of share of the employing entity with the result that such employing entity becomes an Affiliate.

ARTICLE VIII

RESTRICTED SHARE AWARDS

Section 8.1 Restriction Period to be Established by Committee . At the time a Restricted Share Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Share Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Share Award shall not be changed except as permitted by Section 8.2.

Section 8.2 Other Terms and Conditions . Ordinary Shares awarded pursuant to a Restricted Share Award shall be represented by a share certificate registered in the name of the Holder of such Restricted Share Award. If provided for under the Restricted Share Award Agreement, the Holder shall have the right to vote Ordinary Shares subject thereto and to enjoy all other shareholder rights, including the entitlement to receive dividends on the Ordinary Shares during the Restriction Period, except that (i) the Holder shall not be entitled to delivery of the share certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the share certificate during the Restriction Period (with a share power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Ordinary Shares during the Restriction Period and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Share Award Agreement shall cause a forfeiture of the Restricted Share Award. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Share Awards, including, but not limited to, rules pertaining to the effect of termination of employment, Director status or Consultant status prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Share Award Agreement made in conjunction with the Award. Such Restricted Share Award Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a “change of control” of the Company, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in connection with a “change of control” of the Company resulting from the operation of the Plan or of such Restricted Share Award Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Share Agreements need not be identical. All Ordinary Shares delivered to a Holder as part of a Restricted Share Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder by no later than two and one-half (2-1/2) months after the end of the calendar year in which the Holder’s entitlement to such Ordinary Shares becomes vested.

Section 8.3 Payment for Restricted Shares . The Committee shall determine the amount and form of any payment from a Holder for Ordinary Shares received pursuant to a Restricted Share Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Ordinary Shares received pursuant to a Restricted Share Award, except to the extent otherwise required by law.

Section 8.4 Restricted Share Award Agreements . At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Share Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate.

ARTICLE IX

UNRESTRICTED SHARE AWARDS

Pursuant to the terms of the applicable Unrestricted Share Award Agreement, a Holder may be awarded (or sold at a discount) Ordinary Shares which are not subject to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

ARTICLE X

PERFORMANCE UNIT AWARDS

Section 10.1 Terms and Conditions . The Committee shall set forth in the applicable Performance Unit Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 10.2, the number of Units awarded to the Holder and the dollar value assigned to each such Unit.

Section 10.2 Payments . The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Award Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Award Agreement) the performance goals and objectives set forth in such Performance Unit Award Agreement.

ARTICLE XI

PERFORMANCE SHARE AWARDS

Section 11.1 Terms and Conditions . The Committee shall set forth in the applicable Performance Share Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Ordinary Shares pursuant to such Holder’s Performance Share Award and the number of Ordinary Shares subject to such Performance Share Award.

Section 11.2 Shareholder Rights and Privileges . The Holder of a Performance Share Award shall have no rights as a shareholder of the Company until such time, if any, as the Holder actually receives Ordinary Shares pursuant to the Performance Share Award.

ARTICLE XII

DISTRIBUTION EQUIVALENT RIGHTS

Section 12.1 Terms and Conditions . The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Ordinary Shares or is to be entitled to choose among such alternatives. Distribution Equivalent Rights Awards may be settled in cash or in Ordinary Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award, whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.

Section 12.2 Interest Equivalents . The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date, at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.

ARTICLE XIII

SHARE APPRECIATION RIGHTS

Section 13.1 Terms and Conditions . The Committee shall set forth in the applicable Share Appreciation Right Award Agreement the terms and conditions of the Share Appreciation Right, including (i) the base value (the “ Base Value ”) for the Share Appreciation Right, which for purposes of a Share Appreciation Right which is not a Tandem Share Appreciation Right, shall be not less than the Fair Market Value of an Ordinary Share on the date of grant of the Share Appreciation Right, (ii) the number of Ordinary Shares subject to the Share Appreciation Right, (iii) the period during which the Share Appreciation Right may be exercised; provided , however , that no Share Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Share Appreciation Right. Upon the exercise of some or all of the portion of a Share Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Ordinary Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of:

(a) The excess of (i) the Fair Market Value of an Ordinary Share on the date of exercise, over (ii) the Base Value, multiplied by;

(b) The number of Ordinary Shares with respect to which the Share Appreciation Right is exercised.

Section 13.2 Tandem Share Appreciation Rights . If the Committee grants a Share Appreciation Right which is intended to be a Tandem Share Appreciation Right, the Tandem Share Appreciation Right must be granted at the same time as the related Option, and the following special rules shall apply:

(a) The Base Value shall be equal to or greater than the exercise price under the related Option;

(b) The Tandem Share Appreciation Right may be exercised for all or part of the Ordinary Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when an Ordinary Share is purchased under the related Option, an equivalent portion of the related Tandem Share Appreciation Right shall be cancelled);

(d) The value of the payment with respect to the Tandem Share Appreciation Right may be no more than one hundred percent (100%) of the difference between the exercise price under the related Option and the Fair Market Value of the Ordinary Shares subject to the related Option at the time the Tandem Share Appreciation Right is exercised, multiplied by the number of Ordinary Shares with respect to which the Tandem Share Appreciation Right is exercised; and

(e) The Tandem Share Appreciation Right may be exercised solely when the Fair Market Value of the Ordinary Shares subject to the related Option exceeds the exercise price under the related Option.

ARTICLE XIV

RECAPITALIZATION OR REORGANIZATION

Section 14.1 Adjustments to Ordinary Shares . The shares with respect to which Awards may be granted under the Plan are Ordinary Shares as presently constituted; provided , however , that if, and whenever, prior to the expiration or distribution to the Holder of an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Ordinary Shares or the payment of a share dividend on Ordinary Shares without receipt of consideration by the Company, the number of Ordinary Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Ordinary Shares, shall be proportionately increased, and the purchase price per Ordinary Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Ordinary Shares, shall be proportionately reduced, and the purchase price per Ordinary Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XIV, any such adjustment made with respect to an Award which is an Incentive Share Option shall comply with the requirements of Section 424(a) of the Code, and in no event shall any such adjustment be made which would render any Incentive Share Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code.

Section 14.2 Recapitalization . If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Ordinary Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Ordinary Shares then covered by such Award.

Section 14.3 Other Events . In the event of changes to the outstanding Ordinary Shares by reason of recapitalization, reorganization, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XIV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion as to the number and price of Ordinary Shares or other consideration subject to such Awards. In the event of any such change to the outstanding Ordinary Shares, the aggregate number of Ordinary Shares available under the Plan may be appropriately adjusted by the Board, the determination of which shall be conclusive.

Section 14.4 Powers Not Affected . The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Ordinary Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

Section 14.5 No Adjustment for Certain Awards . Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Ordinary Shares subject to Awards theretofore granted or the purchase price per share, if applicable.

ARTICLE XV

AMENDMENT AND TERMINATION OF PLAN

The Board in its discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided , however , that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided , however , that no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code).

ARTICLE XVI

SPECIAL RULES

Section 16.1 Right of First Refusal . Solely during such time that the Ordinary Shares are not publicly traded, no Holder (or beneficiary of a Holder including but not limited to the Holder’s estate) may sell or otherwise transfer (except for inter vivos transfers to Family Members) any Ordinary Shares obtained thereby pursuant to an Award without first (a) providing the Company with a written offer to sell the Ordinary Shares to the Company on the same terms as were offered to the Holder (or the Holder’s beneficiary) by a bona fide third party (a copy of which third party offer shall be attached to the Holder’s or beneficiary’s offer to sell such Ordinary Shares to the Company) for a sales price and with other terms and conditions, in each case equal to those stated in the third party’s purchase offer, and (b) waiting thirty (30) days from the date of the Company’s receipt of such offer. If the Company shall accept the Holder’s or beneficiary’s offer in writing within said thirty (30) day period, the Holder or beneficiary and the Company shall promptly effect such transaction. If the Company does not provide a written acceptance of the Holder’s or beneficiary’s offer within said thirty (30) day period, the Holder or beneficiary shall be entitled to accept such third party’s offer and effect such transaction.

Section 16.2 Call Option . Solely during such time that the Ordinary Shares are not publicly traded, upon the termination of (a) an Employee’s employment with the Company or an Affiliate, (b) a Director’s membership on the Board or on the board of directors of an Affiliate or (c) a Consultant’s consulting or advisory engagement by the Company or Affiliate, the Company shall have the right to purchase from such individual or from such individual’s estate, for a period of 90 days following the date of such termination, any Ordinary Shares obtained thereby pursuant to the exercise of a Share Option hereunder for a purchase price equal to the Fair Market Value of such Ordinary Shares as of the date on which the Company provides written notice of its intent to exercise its call option hereunder to such individual or to such individual’s estate; provided , however , that notwithstanding the foregoing, should the individual’s employment, Board membership or consulting or advisory engagement be terminated by the Company for Cause, in lieu of Fair Market Value, the purchase price shall equal the amount paid, if any, by such individual, to obtain such Ordinary Shares.

ARTICLE XVII

MISCELLANEOUS

Section 17.1 No Right to Award . Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.

Section 17.2 No Rights Conferred . Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time.

Section 17.3 Other Laws; Withholding . The Company shall not be obligated to issue any Ordinary Shares pursuant to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933 and under such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel of the Company, if there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such Ordinary Shares. No fractional Ordinary Shares shall be delivered, nor shall any cash in lieu of fractional Ordinary Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Ordinary Shares, no Ordinary Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Ordinary Shares (including Ordinary Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.

Section 17.4 No Restriction on Corporate Action . Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.

Section 17.5 Restrictions on Transfer . No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) except for an Incentive Share Option, by gift to any Family Member of the Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.

Section 17.6 Beneficiary Designations . Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate.

Section 17.7 Rule 16b-3 . It is intended that, at any time when the Ordinary Shares are registered under Section 12 of the Exchange Act, the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.

Section 17.8 Section 162(m) . It is intended that, at any time when the Ordinary Shares are registered under Section 12 of the Exchange Act, the Plan shall comply fully with and meet all the requirements of Section 162(m) of the Code so that Awards hereunder which are made to Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall constitute “performance-based” compensation within the meaning of Section 162(m) of the Code. The performance criteria to be utilized under the Plan for such purposes shall consist of objective tests based on one or more of the following: earnings or earnings per share, cash flow, customer satisfaction, revenues, financial return ratios (such as return on equity and/or return on assets), market performance, shareholder return and/or value, operating profits, EBITDA, net profits, profit returns and margins, share price, credit quality, sales growth, market share, comparisons to peer companies (on a company-wide or divisional basis), working capital and/or individual or aggregate employee performance. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m).

Section 17.9 Section 409A . Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A of the Code. Accordingly, by way of example but not limitation, no Option shall be granted under the Plan with a per share Option exercise price which is less than the Fair Market Value of an Ordinary Share on the date of grant of the Option. Notwithstanding anything herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to an Award which constitutes a deferral of compensation under Section 409A of the Code. The Plan and all Award Agreements are intended to comply with the requirements of Section 409A of the Code and shall be so interpreted and construed.

Section 17.10 Other Plans . No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received.

Section 17.11 Limits of Liability . Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.

Section 17.12 Governing Law . Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 17.13 Severability of Provisions . If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan.

Section 17.14 No Funding . The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award.

Section 17.15 Headings . Headings used throughout the Plan are for convenience only and shall not be given legal significance.

Section 17.16 Terms of Award Agreements . Each Award shall be evidenced by an Award Agreement, which Award Agreement, if it provides for the issuance of Ordinary Shares, shall require the Holder to enter into and be bound by the terms of the Company’s Shareholders’ Agreement, if any. The terms of the Award Agreements utilized under the Plan need not be the same.

Appendix A

[Applicable Law Appendix]

1.	Regulations on the Foreign Exchange System of The People’s Republic of China, issued by the State Council in 2008.

2.	Measures for Administration of Individual Foreign Exchange, issued by the People’s Bank of China in 2006.

3.	Detailed Rules of the Measures for Administration of Individual Foreign Exchange, issued by the State Administration of Foreign Exchange (SAFE), in 2007.

Notice of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration for Domestic Residents to Engage in Financing and in Return Investment via Overseas Special Purpose Companies (Circular 75) and its Operation Rules (Circular 106) issued by the SAFE in 2005 and 2007.

5.	Operating Rules on the Foreign Exchange Administration of the Involvement of Domestic Individuals in the Employee Stock Ownership Plans and Share Option Schemes of Overseas Listed Companies (Circular 78), issued by the SAFE in 2007.

6.	Other applicable regulations which issued or will be issued by the PRC government authorities within the Term of this Plan.

Exhibit 10.20

[Translation reference]

Equity Joint Venture Contract

Of Kunming Taishi Information Cartoon Co., Ltd.

between

Kunming Television Station

and

Advertising Networks Limited

May 2008

TABLE OF CONTENTS

Sections			Page

Section	1	Definitions	3
Section	2	Establishment of the Company	8
Section	3	Goals and Scope of Business Operations	8
Section	4	Total Investment, Registered Capital and Increase of Registered Capital	9
Section	5	Transfer of Interest	10
Section	6	Responsibilities of the Parties	13
Section	7	Confidential Information, Publicity, Intellectual Property Rights and
		Access	15
Section	8	Board of Directors	18
Section	9	Supervisor	20
Section	10	Management of the Company	21
Section	11	Budgets and Business Plan	24
Section	12	Financial, Accounting and Auditing System	24
Section	13	Foreign Exchange	27
Section	14	Profits Distribution	28
Section	15	Staff, Workers and Trade Union	28
Section	16	Insurance	30
Section	17	Term, Termination and Liquidation	30
Section	18	Liquidation Procedures	32
Section	19	Amendment and Modification of the Contract	34
Section	20	Liability for Breach of Contract	35
Section	21	Force Majeure	36
Section	22	Governing Law and Dispute Resolution	36
Section	23	Representations and Warranties	37
Section	24	Effectiveness of the Contract and Miscellaneous	39

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Translation reference

T his E quity J oint V enture C ontract (this " Co ntract ") is made on 14 May 2008 in Kunming City, the People’s Republic of China (“ PRC ”).

BETWEEN:

(1)	Kunming Television Station (Party A) , a PRC television station with its registered address at No. 198, Danxia Road, Kunming City, Yunnan Province;

and

(2)	Advertising Networks Limited ( Party B ), a Hong Kong Special Administrative Region of the PRC ( Hong Kong ) company with its address at 12 Floor, Auttonjee Centre, 11 Duddell Street, Central, Hong Kong.

(Individually, a " Party " and collectively the " Parties ")

WHEREAS:

(A)	Party A is a PRC TV station desiring to further develop the advertising business of its subsidiary channels;

(B)	Party B possess extensive investment and project management experience in advertising management consultation and technical services; and

(C)	The Parties mutually seek the benefits of jointly establishing a equity joint venture enterprise (“ Company ”) to provide management consultation and technical services in the advertising sector:

NOW, THEREFORE , the Parties hereby agree as follows:

SECTION 1 DEFINITIONS

1.1	Unless otherwise provided herein, the following terms shall have the meaning set forth below:

Affiliate Entity	in relation to an entity, means a company:

	(1)	in which the entity holds, directly or indirectly, at least 10% of the equity interest or voting rights;
	(2)	which is a subsidiary of the entity’s parent company;
	(3)	which owns or controls, directly or indirectly, any equity interest or voting rights of the parent company of the entity;
	(4)	which is a subsidiary of the parent company of the entity described in (3) above.

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Approval Date	means the date of issuance of a document by the Examination and Approval Authority approving this Contract and the Articles of Association.
Approvals	means all rights, licenses, permits, approvals, waivers, consents and authorizations which are necessary for the Company to engage in the business activities contemplated in this Contract, including the Business License.
Articles of Association	means the Articles of Association of the Company executed concurrently herewith by the Parties, a copy of which is attached hereto as Appendix 1.
Board	means the board of directors of the Company.
Budget	means the annual budget of the Company duly approved or otherwise in effect in accordance with the provisions of this Contract.
Business Day	means any day other than a Saturday, Sunday or other day required or authorized by Law or executive order to be public holidays in the PRC.
Business License	means the business license of the Company issued by SAIC following the approval of this Contract and the Articles of Association.
Business Plan	means a rolling five-year business plan for the operation of the Company and that will be updated on an annual basis in accordance with Section 11.
Confidential Information	means (a) any information of a confidential nature, whether tangible or intangible, concerning the organization, business, technology, finance, transactions, affairs, released or unreleased software or hardware products, marketing or promotion or business policies or practices of any products of the Company or any Party (whether conveyed in written, oral or any other form) and (b) any information or materials of a confidential nature prepared by a Party, its recipients or the Company that contains or otherwise reflects, or is derived from information that is qualified as Confidential Information as described in item (a) above .

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Dispute	means any dispute, controversy or claim arising out of, or relating to, this Contract, or the performance, interpretation, breach, termination or validity hereof.
Encumbrance	means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including any right granted by a transaction that, in legal terms, is not the granting of security but that has an economic or financial effect similar to creation of a security that is legally enforceable under applicable Law, any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any Person and (b) any adverse claim as to title, possession or use.
Equity Interest	means equity interest in the Company.
Establishment Date	means the date the Business License is issued by SAIC.
Examination and Approval Authority	means the Ministry of Commerce of the PRC and SAIC or their relevant local counterparts that are legally authorized to approve this Contract and the Articles of Association pursuant to PRC Law.
Feasibility Study	means the feasibility study report jointly prepared by the Parties in connection with the establishment and operation of the Company and dated on 14 May, 2008.
Financial Statements Force Majeure	means the PRC Financial Statements and the GAAP Statements. Means any earthquake, storm, fire, flood, war, changes to the relevant state and administrative laws or regulations and policies, or any other significant event of natural or human-caused disaster arising after the signing hereof which is unforeseen, unavoidable and not possible to overcome, and is beyond the control of any Party, and prevents the total or partial performance of this Contract by any Party.

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Foreign Exchange Regulations	means applicable PRC foreign exchange Law.
General Manager	means the general manager of the Company.
Independent Auditor	means the independent auditor of the Company selected by the Board in accordance with Section 12.4, which is an accountant firm that has been duly registered and authorized to practice in the PRC.
Intellectual Property	means all letters patent, trademarks, service marks, registered designs, domain names and utility models, copyrights, inventions, Confidential Information, brand names, database rights and business names and any similar rights situated in any country and the benefit (subject to the burden) of any of the foregoing (in each case whether registered or unregistered and including applications for the grant of any of the foregoing and the right to apply for any of the foregoing in any part of the world).
PRC Law	means all effective laws, regulations, rules and orders of any governmental authority, and other legislative, administrative or judicial documents in the PRC.
Registered Capital	means the registered capital of the Company.
Related Party	means (a) any equity interest holder of the Company, (b) any director of the Company, (c) any Senior Manager of the Company (as defined in Section 10.1 below), (d) any relative of an equity interest holder, director or officer of the Company, (e) any Person in which any equity interest holder or any director of the Company has any interest, and (f) any other Affiliate of the Company.

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RMB	means Renminbi, the legal tender of the PRC.
SAFE	means the State Administration of Foreign Exchange of the PRC or its local bureaus as appropriate to the context.
SAIC	means the State Administration of Industry and Commerce of the PRC or its local bureaus as appropriate to the context.
Subsidiary	of a corporate entity, means any entity that any other entity controls, directly or indirectly, 50% or more equity interest or voting right therein.
Supervisor	means the supervisor of the Company appointed by the Parties.
Total Investment	means the total amount of investment of the Company.
Transaction Documents	means the agreements to be entered into between the Parties and the Company before the date of Closing (as defined below) relating to commercial arrangements to be made between such parties, of which the details and scope will be further covenanted by the Parties.
"US Dollars," "US$" or "$"	means United States dollars, the lawful currency of the USA.
Joint Venture Law	means Sino-foreign Equity Joint Venture Law of the PRC and the implementing regulations issued thereunder, as amended, as well as the relevant regulations.

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SECTION 2 ESTABLISHMENT OF THE COMPANY

2.1	Establishment. The Parties hereby agree to establish an equity joint venture enterprise Kunming Taishi Information Cartoon Co., Ltd. (Company) in Kunming City, Yunnan Province, PRC in accordance with the Joint Venture Law, this Contract and the Articles of Association.

2.2	Name. The name of the Company shall be 昆明泰视信息动漫有限公司 in Chinese, and Kunming Taishi Information Cartoon Co., Ltd. in English. The legal address of the Company shall be at Zhaoshang Plaza, Kunming High-tech Industry Development Zone, PRC.

2.3

Limited Liability . The Company shall be a limited liability equity joint venture company qualified as an enterprise legal person. The liability of each Party with respect to the Company shall be limited to its contribution to the Company's Registered Capital in accordance with Section 4.2 of this Contract. Neither Party shall have any liability, beyond its contribution, to any third party in respect of the debts or obligations of the Company.

SECTION 3 PURPOSE AND SCOPE OF BUSINESS OPERATIONS

3.1

Purpose .

The purpose in establishing the Company are to:

(a)

strengthen cooperation and exchange between the Parties in the PRC advertising consultation and technical service sector;

(b)

adopt advanced technology and relevant management methods to promote the modernization of advertising industry in the PRC; and

(c)

obtain increasing economic benefits to enable the Parties to obtain satisfactory profits.

3.2	Business Scope .

The business scope of the Company shall be the following: design and development of computer graphic, design and development of 3D cartoon, technical support and related services.

(b)

The Parties further acknowledge and agree that all the activities specified in Section 3.2(a) shall be conducted within the scope permitted by PRC Law, and the Company shall apply for all necessary licenses and permits from the relevant PRC governmental authorities in order to engage in these activities.

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SECTION 4 TOTAL INVESTMENT, REGISTERED CAPITAL

4.1	Total Investment and Registered Capital .

(a)

The Total Investment shall be RMB 300,000,000.

(b)

The Registered Capital shall be RMB 300,000,000.

4.2	Contributions of each Party .

(a)

Party A shall contribute the assets (Contributed Assets, as listed in Appendix 2) to the Registered Capital of the Company. The valuation of Contributed Assets will be RMB 150,000,000 in accordance with the appraisal report as of 1 March 2008 which shall be 50% of the Registered Capital of the Company.

(b)

Party B shall contribute US$ equivalent to RMB 150,000,000 which shall be 50% of the Registered Capital of the Company.

4.3	Investment Term.

(a)

Upon the completion of assets appraisal and receipt of approval certificate by the Company, Party A shall pay 50% of the assets within 30 days to be contributed, and Party B shall also pay US$ equivalent to RMB 75,000,000 within 30 days as its first contribution.

(b)

The subsequent contribution from the Parties shall be paid up within 12 months after the date of the Business License.

4.4	Investment Certificates .

Upon the Parties’ contribution, the Company shall issue to each Party an investment certificate evidencing that the equity interest of the Parties in the Company is 50%, respectively.

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SECTION 5 TRANSFER OF INTEREST

5.1	Limitations on Transfers .

No Party shall sell, give, assign, transfer or otherwise dispose of any Equity Interest or any right, title or interest therein or thereto (each, a "Transfer") to any third party (a "Transferee") or otherwise create or permit or suffer to be created or exist (whether by operation of law or otherwise) any Encumbrance over any Equity Interest held by it or any right, title or interest therein or thereto for the benefits of any third party without the prior written consent of the other Party, except as expressly permitted by this Section 5. Any purported Transfer or Encumbrance in violation of this Section 5 shall be null and void, and the Company and the Parties shall not register or recognize any such Transfer or Encumbrance.

5.2

Lockup .

The Parties acknowledge and agree that each Party is investing in the Company because of the management, skill, resources and expertise that the other Party will continuously bring to the Company. Accordingly, and notwithstanding what is otherwise provided, the Parties agree that without the prior written consent of the other Party, each Party shall not Transfer or impose any Encumbrance over any Equity Interest.

5.3	Compliance .

Notwithstanding any other provisions of this Contract, no Transfer may be made unless:

(a)

the Transferee has agreed in writing to be bound by the terms and conditions of this Contract and the Articles of Association, which may be amended and restated to the extent that the Parties and the Transferee agree to such amendments;

(b)

the Transfer complies in all respects with the other applicable provisions of this Contract, the Articles of Association and other relevant legal documents designated by the Parties; and

(c)

any Transferee of a Party’s Equity Interest, pursuant to a Transfer permitted under this Contract, shall also hold the Transferring Party’s rights with respect to the portion of the Equity Interest so transferred.

5.4	Right of First Offer.

(a)

Unless otherwise provided in this Contract, if either Party (the " Transferring Party ") (i) proposes to Transfer any of its Equity Interest (a "Proposed Transfer "), (ii) the Transferring Party receives an offer to acquire any of its Equity Interest and proposes to accept such offer (a " P roposed Acceptance "); or (iii) if either Party is dissolved, terminated or liquidated, the other Party shall have a right of first offer (the " Right of First Offer ") with respect to such Transfer as provided in this Section 5.4

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(b)

In the case of a Proposed Transfer, the Transferring Party shall send a written notice to the other Party, which notice shall state (i) the name of the Transferring Party, (ii) the Equity Interest percentage to be Transferred, (iii) the price in cash that the Transferring Party is prepared to accept for the Offered Interest and (iv) the other terms and conditions of the proposed Transfer.

In the case of a Proposed Acceptance, the Transfer Notice shall state (i) the name of the Transferring Party, (ii) the name and address of the proposed transferee, (iii) the Equity Interest percentage to be Transferred, (iv) the amount and form of the proposed consideration for the Transfer and (v) the other terms and conditions of the proposed Transfer. In the event that the proposed consideration for the Transfer in a Proposed Acceptance includes consideration other than cash, the Transfer Notice shall include a calculation of the fair market value of such consideration and an explanation in reasonable detail of the basis for such calculation, together with documentation reasonably evidencing such calculation and explanation. The notice sent by the Transferring Party pursuant to this Section 5.4 (b) shall be referred to as the " Transfer Notice ", the non-Transferring Parties shall be referred to as the " Offerees ", the proposed Equity Interest percentage to be Transferred shall be referred to as the " Offered Interest ", and the proposed consideration in cash (including the fair market value of any non-cash consideration) shall be referred to as the " Offer Price ".

(c)

For a period of 30 days after delivery of a Transfer Notice (the " Offer Period "), each Offeree shall have the right, exercisable through the delivery of an Acceptance Notice as provided in Section 5.4(d), to purchase up to its Offered Interest at a purchase price equal to the Offer Price upon the other terms and conditions set forth in the Transfer Notice, provided that if one Party is restricted from purchasing its pro rata proportion of the Offered Interest due to legal or regulatory reasons, then it shall have the right to nominate a third party to purchase such Offered Interest and provided, further, that even where the proposed consideration offered by a third party in a Proposed Acceptance includes non-cash consideration, the Offeree shall at all times be able to pay the purchase price in cash. If the Transferring Party and the Offeree cannot agree within 20 days after delivery of the Transfer Notice on the fair market value of such non-cash consideration, then such fair market value shall be determined in accordance with Section 22.2 of this Contract (Dispute Resolution). In such event, the 30-day period set forth in this Section 5.4(c) and the six-month period set forth in Section 5.4(f) shall be tolled until the arbitration proceedings are completed.

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(d)

The Right of First Offer of the Offeree under Section 5.4(c) shall be exercisable by delivering written notice of exercise (an " Acceptance Notice ") within the Offer Period to the Transferring Party. An acceptance Notice shall include a statement of the Equity Interest to be purchased by such Offeree. An Acceptance Notice shall be irrevocable and shall constitute a binding agreement by such Offeree to purchase the Offered Interest determined in accordance with Section 5.4(c). The failure of an Offeree to give an Acceptance Notice within the Offer Period shall be deemed to be a waiver of such Offeree's Right of First Offer subject to Sections 5.4(e) and 5.4(f).

(e)

In the case of the Transfer of Offered Interest, and without limiting the right of each Party to exercise the Right of First Offer pursuant to this Section 5.4, at the sole discretion of the other Party, it may Transfer the Offered Interest with the Transferring Party on a pro rata basis and in accordance with their shareholding percentage in the Company (“ Co-Sale Right ”). If the Transferring Party , a third party (in the case of a Proposed Transfer), or the proposed Transferee identified in the Transfer Notice (in the case of a Proposed Acceptance) does not accept the ’ Co-Sale Right, the Transfer of such Offered Interest shall be void and of no force or effect for all purposes.

(f)

Unless (i) the Offerees elect in the aggregate to purchase all of the Offered Interest pursuant to Sections 5.4(c) and 5.4 (d), or (ii) the other Party elects to exercise its Co-Sale Right pursuant to Section 5.4(e), the Transferring Party may Transfer all of the Offered Interest to a third party (in the case of a Proposed Transfer) or the proposed Transferee identified in the Transfer Notice (in the case of a Proposed Acceptance) on the terms and conditions set forth in the Transfer Notice; provided, however, that (i) such sale is bona fide, (ii) the price for the sale to the Transferee is a price not less than the Offer Price and the sale is otherwise on terms and conditions no less favorable to the Transferring Party than those set forth in the Transfer Notice, (iii) the Transfer is made within six months after the giving of the Transfer Notice and (iv) the Transferee agrees not to compete with the Business conducted by the Company or any subsidiary of the Company or by any Party (or such Party's Affiliate). If such a Transfer does not occur within such six-month period for any reason, the restrictions provided for herein shall again become effective, and no Transfer of Equity Interest may be made by the Transferring Party thereafter without again making an offer to the other Party in accordance with this Section 5.4, as appropriate.

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5.5	Further Assurances.

(a)

If the Parties agree to propose to Transfer its Equity Interest in compliance with the provisions of this Section 5, the other Party shall promptly cause the directors on the Board appointed by it to vote in favor of a resolution approving such Transfer. If any director does not vote in favor of such resolution, the Party that appointed such director shall promptly remove and replace such director and cause the newly appointed director to vote in favor of the resolution approving such Transfer.

(b)

The Party transferring its Equity Interest and the transferee shall enter into an equity interest transfer contract with respect to the Transfer of the relevant Equity Interest. The Parties shall, within 14 working days thereafter amend this Contract and the Articles of Association to reflect the respective Equity Interests held by the Parties and the Transferee subsequent to the completion of such equity interest transfer contract. The Parties shall cause the Company to apply to the relevant governmental authorities for approval of the Transfer and the amendments to this Contract and the Articles of Association within 21 working days of the execution of the equity transfer contract. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the transferring Party may reasonably require constituting the Transferee as the legal and beneficial owner of the interest Transferred free from any and all Encumbrances.

SECTION 6 RESPONSIBILITIES OF THE PARTIES

6.1	Responsibilities o f Party A

In addition to its responsibilities set forth elsewhere in this Contract, the Party A shall perform the following duties:

(a)

to submit this Contract, the Articles of Association, the Feasibility Study and all other relevant documents to the Examination and Approval Authority for their examination and approval and to obtain all the Approvals from the relevant governmental authorities in connection with the establishment of the Company and the performance of the obligations of Party A hereunder and to assist the Company in obtaining from the appropriate PRC governmental authority the Business License, registering the Company with the appropriate PRC tax authorities and to assist the Company in obtaining and maintaining in force all licenses, permits, consents, authorizations, approvals and agreements that are necessary for the Company to conduct its goals, business operations and business objectives in accordance with the terms of this Contract;

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(b)

fulfill its obligations, and ensure that its Affiliates fulfill their obligations, as set forth in the Transaction Documents to which it is, and/or they are, a party or parties;

(c)

assist the Company in developing its business based upon its established contacts and relationships with commercial enterprises, and coordinate and liaise with government agencies for the maintenance of permits, licenses and other qualifications;

(d)

appoint in a timely manner members of the Board as specified in Section 8.1(b);

(e)

cause its representatives on the Board to implement the approved Budget and Business Plan, to act in the Company's best interests and to perform and take all actions in accordance with this Contract, the Articles of Association, the Feasibility Study, the Transaction Documents and the intent of the Parties;

(f)

assist the Company in obtaining and maintaining in force throughout the Joint Venture Term (as defined in section 17.1(a) below) (and any extension thereof) all Approvals and agreements that are necessary for the Company to achieve its goals and business objectives and conduct the business of the Company in accordance with the terms of this Contract, the Articles of Association and the Transaction Documents including the necessary Approvals from the Examination and Approval Authority;

(g)

assist the Company in applying for and obtaining any preferential treatment in tax, customs, foreign exchange or other areas that are available or may become available under any preferential policy in accordance with Law; and

(h)

assist the Company in other matters as requested by the Board.

6.2	Responsibilities of Party B .

In addition to its responsibilities set forth elsewhere in this Contract, Party B shall perform the following duties:

(a)

use its best efforts to help obtaining Approvals from the relevant governmental authorities in connection with the establishment of the Company and the performance of the obligations of Party B hereunder, obtaining from the appropriate PRC governmental authority of the Business License, registering of the Company with the appropriate PRC tax authorities and obtaining and maintaining in force of licenses, permits, consents, authorizations, approvals and agreements that are necessary for the Company to conduct its goals, business operations and business objectives in accordance with the terms of this Contract;

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(b)

make its contribution in the form and manner and at the times required by this Contract and the Articles of Association;

(c)

fulfill its obligations, and ensure that its Affiliates fulfill their obligations, set forth in the Transaction Documents to which it is, and/or they are, a party or parties;

(d)

appoint in a timely manner members of the Board as specified in Section 8.1(b).

(e)

nominate in a timely manner candidates to serve as the General Manager Company's and financial manager;

(f)

(g)

use reasonable efforts to assist the Company with respect to content sourcing, business development, financial management, strategic development, corporate governance and fundraising; and

(h)

assist the Company in other matters as requested by the Board.

SECTION 7 CONFIDENTIAL INFORMATION,

PUBLICITY, INTELLECTUAL PROPERTY RIGHTS AND ACCESS

7.1	Confidentiality.

(a)

A Party that receives any Confidential Information during the Joint Venture Term and five years from its expiry (" Receiving Party ") shall:

(i)

keep the Confidential Information confidential;

(ii)

not disclose the Confidential Information to any Person other than with the prior written consent of the Company or the Party that disclosed such Confidential Information, as the case may be, or in accordance with Sections 7.1(b) and 7.1(d); and

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(iii)

not use the Confidential Information for any purpose other than the performance of its obligations under this Contract or in accordance with Section 7.1(d).

(b)

The Receiving Party may disclose the Confidential Information to its directors, Senior Managers (as defend in Section 10.1 below), employees, agents, consultants, advisors, licensees, contractors, partners ( “ Representatives” ) Subsidiaries, Affiliates and the respective Representatives of its Affiliates (collectively, the " Recipients ") to the extent that it is necessary for the purposes of this Contract.

(c)

Each Party shall use its best efforts to ensure that each Recipient is made aware of, and complies with, all of the Receiving Party's confidentiality obligation herein as if such Recipient were a party to this Contract. Each Party shall use its best efforts to ensure that the Company shall comply with all of the Receiving Party's confidentiality obligation herein as if the Company were a party to this Contract.

(d)

The provisions of this Section 7.1 shall not apply to:

(i)

Confidential Information that is or becomes generally available to the public other than as a result of disclosure by, or at the direction of, a Party, any of its Recipients or the Company in violation of this Contract;

(ii)

disclosure to the extent required under applicable Law or the rules of any stock exchange (including, without limitation, disclosure to relevant regulatory bodies); provided that such disclosure shall be limited merely to the extent required by applicable Law or the rules of any stock exchange, and, to the extent practicable, the Party or the Company, as the case may be, that is the proprietor of the Confidential Information subject to such disclosure shall be given an opportunity to review and comment on the contents of the disclosure before it is made;

(iii)

disclosure to the extent required by applicable Law or judicial or regulatory process or in connection with judicial or arbitration process regarding any legal action, suit or proceeding arising out of, or relating to, this Contract; provided that such disclosure shall be limited merely to the extent required by applicable Law or judicial or regulatory process;

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(iv)

use of Confidential Information concerning the Company by the Receiving Party after the termination of this Contract in accordance with the provisions hereof where the Receiving Party is legally permitted to continue to operate, whether directly or indirectly, and whether or not in cooperation with any other Person or any other Party, the business of the Company; and

(v)

disclosure by any Party to any Person that is a potential purchaser of any or all of the equity interest of the Company held by such Party or is a potential purchaser or subscriber of the shares or interests of such Party, if the recipient has agreed in writing to obligations of confidentiality substantially similar to those contained in this Section 7.1.

7.2

No Announcements . No Party shall make any announcement about the Company, this Contract or any other Party in relation to the Company, this cooperation or the business of the Company without the prior written consent of the other Party. Notwithstanding the above, the Parties may announce or disclose, at its sole discretion, some or all of the aforesaid information to its affiliated party(s) (including but not limited to the investors with the Parties, auditors and banks of Party B and/or its affiliated party(s)). Any of the Parties may at any time make announcements that are required by applicable Law, regulatory bodies or stock exchange or stock association rules, so long as the Party so required to make the announcement, promptly upon learning of such requirement, notifies in writing the other Party of such requirement and discusses with the other Party in good faith the exact wording of any such announcement and takes precautionary measures to prevent disclosure of confidential information to the maximum extent permitted.

7.3

Intellectual Property Rights . Any Intellectual Property rights, produced, created or developed by the Company or by any other Person on behalf of or for the benefit of the Company (including any employee of the Company in the execution of his responsibilities or primarily using the resources of the Company) shall be the sole property of the Company.

7.4

Access . The Company shall grant to each Party and its agents, full access, upon reasonable prior notice and during normal business hours, to the premises and books and records of the Company, and shall instruct Senior Managers (as defined in Section 10.1 below) and employees of the Company to give promptly all information as a Party may reasonably request. For the avoidance of doubt, the information provided by the Company shall be deemed Confidential Information and the receiving Party shall comply with the provisions of Section 7.1.

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SECTION 8 BOARD OF DIRECTORS

8.1	The Board.

(a)

The Board shall be established on the Establishment Date and shall hold its first meeting within 30 days thereafter. At the first meeting, the Board shall appoint the General Manager and financial manager who are designated by Party B.

(b)

The Board shall initially consist of five directors, two of whom shall be appointed by Party A (“ Party A ’ s Directors "), and three of whom shall be appointed by Party B (" Party B ’ s Director s "). The term of office of the directors shall be three years, renewable upon reappointment by the appointing Party. The Parties agree to cause the Company to file for the record with the Examination and Approval Authority any change of director appointed by any Party, if required by Law. If a director is removed, becomes incapacitated, dies, resigns, or otherwise ceases to be a director, the Party that appointed the director shall appoint a new director to serve for the remainder of the former director’s term of office.

(c)

The Board shall have one chairman (" Chairman ") with a term of three years. The Chairman shall be appointed by Party A. If the Chairman is unable to attend any meeting of the Board, the Chairman may assign any other director to preside over the meeting.

(d)

The Board shall be the highest authority of the Company and shall direct the overall supervision and control of the business of the Company. The Board shall decide all matters of major importance to the Company. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable PRC Law.

(e)

The Chairman shall be the legal representative of the Company for the purpose of service of process and within the scope expressly authorized by the Board. The Chairman shall have the powers and responsibilities set forth in the Articles of Association.

(f)

The Company shall pay all reasonable expenses incurred by the directors in attending a Board meeting, including traveling expenses and accommodation.

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(g)

The Company shall indemnify each director against all claims and liabilities incurred by reason of his performance as being a director of the Company; provided that the director's acts or omissions giving rise to such claim or liability did not constitute intentional misconduct or a violation of criminal Law. In addition, the Company reserves the right to pursue any claims against directors who cause the Company to incur unauthorized claims or liabilities.

8.2

Meetings.

(a)

Regular meetings of the Board shall be convened at least once every calendar quarter. Meetings shall be convened and presided over as provided in the Articles of Association. Not less than 10 days’ notice shall be given to all directors, provided, however, that less than 10 days’ notice may be given if approved by all directors. Special meetings of the Board shall be convened by the Chairman at any time on the motion of at least two directors or the Foreign Director. The minutes of all Board Meetings shall be kept on file by the Company.

(b)

Three directors present in person or by proxy throughout the entire meeting shall constitute a quorum for all meetings of the Board. Each director has one vote.

8.3

Voting .

(a)

Decisions with respect to those matters that are required by Law at the time the relevant resolution is adopted to be approved by unanimous approval of the Board shall require the unanimous approval of the Board. The following matters may be adopted upon the unanimous approval of the Board:

(i)

increases or decreases in the Registered Capital or any transfer of any Party's interest in the Company;

(ii)

merger, division or change in the form of organization of the Company;

(iii)

suspension of the business operation of the Company, dissolution of the Company or the extension of the Joint Venture Term (as defined in Section 17.1);

(iv)

mortgage of assets of the Company; and

(v)

a mendment of the Articles of Association.

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(b)

Decisions with respect to all other matters that require approval of the Board shall be adopted if they receive the affirmative votes of a simple majority of the directors.

SECTION 9 SUPERVISOR

9.1	Superviso r

(a)

The Company shall not have a board of supervisors, but a supervisor shall be jointly appointed by the Parties.

(b)

The term of the Supervisor shall be 3 years, renewable upon reappointment by the Parties.

(c)

If the position of the Supervisor becomes vacant for any reason, the Parties shall jointly appoint a successor to serve out the remainder of the term. Where either Party finds that the Supervisor has violated PRC laws and regulations, or any provision of this Contract or the Articles of Associations, practiced favoritism or fraud, breached the Company’s by-laws and rules, or is unable to perform all of his duties, or at the Parties’ sole discretion, the Parties may at any time jointly remove the Supervisor and appoint another Supervisor as his successor. Appointments and removals shall be filed with the Examination and Approval Authority and registered with the SAIC to the extent required by law.

(d)

The Supervisor shall not concurrently hold the position of director or Senior Managers in the Company.

9.2	Authorities of Supervisor

(a)

monitor the financial affairs of the Company;

(b)

supervise the actions of the directors and Senior Managers (as defined in Section 10.1 below), and bring forward proposals for the removal of any director or Senior Manager that violates any law, administrative regulation, the Contract or any resolution of the Broad;

(c)

demand any director or Senior Manager to rectify acts that has injured the interests of the Company; and

(d)

bring forward any other proposals to the Parties.

9.3	Liability of the Supervisor

(a)

The independent and personal actions of Supervisor are not binding on the Company.

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(b)

The Supervisor is immune from personal liability for the actions in carrying out his/her duties as a supervisor, unless the actions violate the Contract, Articles of Association, PRC laws and the law governing the supervisor.

SECTION 10 MANAGEMENT OF THE COMPANY

10.1	Senior Managers.

The management organization of the Company shall consist of the following senior managers (" Senior Manage rs "): one General Manager, one financial manager (Financial Manager) and other officers that the Board may designate from time to time as being necessary for the operation of the Company. Without the prior permission of the Board, no Senior Manager shall be simultaneously employed by or seconded to any company other than the Company.

(a)

The general manager shall be designated by Party B and appointed by the Board. The initial general manager shall be Feng Ying.

The general manager shall have the following powers:

(i)

implementing the business plan approved by the Board;

(ii)

formulating the rules and regulations of the Company;

(iii)

implementing the resolutions of the board of directors;

(iv)

executing, and if necessary, authorizing other Senior Mangers to execute business contracts that do not exceed RMB ￥ 100,000 (contracts that exceed RMB ￥ 100,000 shall be signed jointly by the Chairman or his/her agent and the authorized representative that is approved by unanimous approval of the Board );

(v)

reporting the Company’s operation to the Board on a regular basis, including submitting a quarterly written business report;

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(vi)

drafting the annual budget plan and submit to the Board for approval;

(vii)

hiring or dismissing other employees and draft the employment terms and welfare plans of the Senior Managers and all the employees, and submit to the Board for approval, and

(viii)

implementing all other matters authorized by the Board within the scope of their authorized power.

(b)

The Financial Manager shall be appointed by Party B.

(c)

The Board shall have the right to dismiss any other Senior Manager for any reason at any time. If the General Manager or any of the other Senior Managers resigns, or is dismissed, or dies or becomes incapacitated, his successor shall be nominated and appointed in the same manner as stated in Section 10.1 above.

(d)

The Senior Managers shall have no liability to the Company (and the Company shall indemnify them for any liabilities to third parties) for any acts performed in their official capacity except for such acts which constitute willful misconduct, fraud, gross negligence or violations of Law.

10.2	Financial Manager

The Financial Manager shall be responsible for and manage the financial and accounting work of the Company and shall examine and sign the financial plans, credit plans, accounting reports, and major expenditures of the Company. The Financial Manager shall keep true and accurate records and accounts and prepare quarterly financial reports for the Board and other periodic financial statements as required by the Board or applicable PRC Law. Such reports and statements shall be prepared in Chinese and English. Both language versions shall have equal validity. The expense associated with any required translation shall be borne by the Company.

10.3	Quarterly Op erational Reviews and Monthly Updates .

Every three months, the Company shall convene an operational meeting with representatives of the Parties to review the business and operations of the Company. During each calendar month in which such an operational review meeting does not take place, the Company shall convene a monthly update meeting with representatives of the Parties, which update meeting shall be shorter in duration, and less formal, than an operational meeting, and which may take place by way of a conference call or other similar means. The purpose of the monthly update meeting is for the General Manager (and any other relevant Senior Manager) to update the Parties of any material events relating to the Company.

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10.4	Ethical Business Practices.

(a)

Each of the Parties agrees that the Company shall be managed in accordance with the highest international business ethical standards and that no director of the Board, Senior Managers, other employees of the Company will be permitted to engage in any act which violates applicable Law relating to corruption, bribery, fraudulent behavior or any other criminal activity.

(b)

The Company and its Senior Managers, directors, employees and agents shall engage only in legitimate business and ethical practices in commercial operations and in relation to government authorities. Neither the Company nor any of its Senior Managers, directors, employees or agents shall pay, offer, promise or authorize the payment, directly or indirectly, of any funds or anything of value to any official or employee of (or any person acting in an official capacity for or on behalf of) any government (including any department or agency), or state-owned or administered company or entity, public international organization, political party (or candidate or member of such party) for the purpose of influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any Person (any such act, a " Prohibited Payment "). A Prohibited Payment does not include the payment of reasonable and bona fide expenditures, such as travel and lodging expenses, which are directly related to the promotion, demonstration or explanation of products or services, or the execution or performance of a contract with a government authority or agency thereof; provided that such payments are permissible under Law.

(c)

Each of the Parties hereby represents to the other Parties that, in connection with the performance of its obligations under this Contract and the Articles of Association, including those responsibilities detailed at Section 6 of this Contract, such Party, and its owners, directors, employees and agents, have not, and will not, pay, offer, promise or authorize, directly or indirectly, any Prohibited Payment.

(d)

The Parties represent and warrant that they shall take such steps as may be appropriate to ensure that the Company complies with the provisions of this Section, which steps shall include the adoption and implementation of policies and procedures to ensure compliance with anti-bribery and anti-corruption Laws.

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SECTION 11 BUDGETS AND BUSINESS PLAN

11.1	Business Plan .

The Business Plan shall be prepared on a regular basis and submitted to the Board for voting.

11.2	Preparation of the Budget and Updating of Business Plan .

(a)

During the Joint Venture Term, the financial manager shall be responsible for preparing an annual budget and the operational strategy and plan for the Company for each Financial Year. Not less than two months prior to the commencement of each Financial Year during the Joint Venture Term, or such other time as agreed by the Parties, the financial manager shall submit an annual budget to the Board for its approval in accordance with Section 8.3.

(b)

The General Manager shall be responsible for preparing and updating the Business Plan on a yearly basis.

11.3	Failure to Agree .

If the Board is unable to agree on the annual budget submitted by the financial manager prior to the commencement of a particular Financial Year ( "Relevant Financial Year "), the Company shall be operated in the Relevant Financial Year in accordance with the Budget for the Financial Year immediately preceding the Relevant Financial Year with an increase of 10% in all budgeted amounts.

SECTION 12 FINANCIAL, ACCOUNTING AND AUDITING SYSTEM

12.1	Finan cial and Accounting System .

The financial and accounting system of the Company shall be formulated and adopted by the Board and shall be in accordance with the provisions of relevant officially published PRC Law, the particular circumstances of the Company and, to the extent permitted by applicable Law, those methods and principles that are consistent with international accounting standards and the operating and financial procedures and requirements of the Parties (" Financial and Accounting System "). The Financial and Accounting System, and changes thereto, shall be filed with the relevant PRC government departments for record.

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12.2	Financial Year.

The financial year of the Company (" Financial Year ") shall begin on January 1 and end on December 31 of each year; provided, however, that the first Financial Year of the Company shall commence on the Establishment Date and end on December 31 of that calendar year and the final Financial Year of the Company shall end on the date of dissolution of the Company.

12.3	Finan cial Matters and Reporting .

(a)

All accounting vouchers, receipts, statements and account books of the Company shall be maintained at the Company's legal address and shall be written in Chinese with English language notes appended thereto.

(b)

The Company shall use the RMB as its accounting unit. Cash, bank deposits and funds in other currencies, as well as outstanding claims and debts, gains, expenses and so forth in other currencies, shall be recorded in the actual currency in which they are acquired, incurred, received or disbursed, and converted into RMB for accounting purposes.

(c)

The Company shall open RMB and foreign currency accounts with duly licensed financial institutions. The Company may also open foreign currency accounts outside of the PRC in accordance with the Foreign Exchange Regulations.

(d)

The Company shall adopt the internationally used accrual basis and debit and credit accounting system in the keeping of accounts and in those methods and principles that are permitted by applicable PRC Law.

(e)

The Company shall prepare financial statements in accordance with the Financial and Accounting System approved by the Board (" PRC Financial Statements "). The PRC Financial Statements shall be prepared in Chinese and English (both language versions having the same legal validity and, if any controversy between two language versions, subject to the Chinese version), shall be true and complete and shall fairly represent the financial position of the Company as of the date of each such statement and the results of operations for the fiscal period covered thereby.

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(f)

The Company shall make its best endeavor to assist Party B in preparing financial statements in a form acceptable under the US general accepted accounting principles (" GAAP Stat ements "). GAAP Statements shall be prepared in English and shall be derived from and reconciled with the PRC Financial Statements.

(g)

The Company shall submit quarterly and annual Financial Statements to the Board within 20 Business Days after the last day of each calendar quarter or calendar year. An annual audit of the books and statements of the Company shall be made by the Independent Auditor, and reports of the audit shall be delivered to the Board and the Parties within three (3) months after the last day of each calendar year.

(h)

The Company shall submit the annual PRC Financial Statements and the annual audit report of the Company to the finance and taxation authorities and to other governmental departments.

(i)

The Company shall also prepare and submit monthly management accounts for the Company to each Party within 7 days after the end of each calendar month, such monthly accounts to be prepared by the financial manager in Chinese and English and in a form acceptable under the international accounting standards.

(j)

The Company shall make allocations from its after-tax profits to the Three Funds in such amount decided by the Board in accordance with applicable Law.

12.4	Independent Auditor.

The Board shall select an Independent Auditor to audit the Financial Statements of the Company and perform such other accounting and financial duties as required by PRC Law and the Board. The Independent Auditor selected by the Board shall be a Sino-foreign joint venture accounting firm registered in the PRC that is capable of performing accounting work meeting both PRC domestic accounting standards and international accounting standards and the procedures and requirements of the Parties. The initial auditor shall be selected from among the top four international accounting firms, or other accounting firm nominated by Party A and approved by Party B. If the Board determines that the Independent Auditor is unable to meet such standards, it may replace such Independent Auditor or retain another auditor, at the Company's expense, to supplement or adjust the work of the Independent Auditor or to perform specific accounting or auditing tasks.

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12.5	Audits by the Parties .

Each Party shall have the right at any time to retain independent accountants to audit the books and records of the Company at its own expense (unless the results of any such audit are significantly different from that conducted by the Independent Auditor and are accepted by the Board, in which case the expense shall be borne by the Company). The Company shall extend full cooperation to any such accountants and shall allow them full access to the books and records of the Company.

12.6

Taxes .

(a)

The Company shall pay taxes in accordance with the relevant officially published PRC Law.

(b)

The Parties shall apply to obtain the benefits for the Company, the Parties and all of their personnel of all of the applicable tax exemptions, reductions and preferences that are now or in the future become obtainable under the Law of the PRC and under any applicable treaties or international agreements to which the PRC may now be or may hereafter become a party.

(c)

The depreciation period for the fixed assets of the Company shall be decided by the Board and reported to the tax authorities in accordance with the relevant provisions of PRC Law. If accelerated depreciation is desired, the Company shall apply to the relevant tax authorities for approval of accelerated depreciation for the assets in question.

SECTION 13 FOREIGN EXCHANGE

13.1	Foreign Exchange Matters .

All foreign exchange matters of the Company shall be handled in accordance with the provisions of the Foreign Exchange Regulations and the relevant officially published PRC Law.

13.2	Foreign Exchange Accounts .

The foreign exchange funds of the Company shall be transferable into the PRC and deposited in the foreign exchange account or accounts established by the Company with approved financial institutions within or outside of the PRC in accordance with the Foreign Exchange Regulations. All foreign exchange payments of the Company shall be paid out of the above-mentioned foreign exchange accounts in accordance with the Foreign Exchange Regulations after the payment of any PRC taxes that may be applicable. Any fees or costs (other than taxes) relating to the remittance abroad of such payments shall be borne by the Company.

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SECTION 14 PROFITS DISTRIBUTION

14.1	Profits Distribution Policy .

The profits distribution policy of the Company shall be determined by the Board According to the contribution ratio of each Party, respectively.

SECTION 15 STAFF, WORKERS AND TRADE UNION

15.1	Employment Policies of the Company .

(a)

Such matters as the employment, transfer, dismissal, resignation, wages, welfare benefits, labor insurance, labor protection and labor discipline of the staff and workers of the Company shall be handled according to applicable PRC Law.

(b)

The Company shall sign individual labor contracts with each of its staff and workers. The form of the individual labor contract shall be filed with the Labor Bureau for the record if required by applicable Law.

(c)

The Company shall have the right directly to recruit, hire and dismiss staff and workers. In all cases, the Company shall employ only those staff and workers who are sufficiently qualified for employment, as determined through examinations, and staff and workers may be hired provisionally for a probationary period.

(d)

The salaries and welfare and other benefits of all personnel of the Company shall be determined by the Board in accordance with the principles set forth herein. All personnel shall receives salaries and welfare and other benefits from the Company commensurate with their expertise and experience and in accordance with the assumptions set forth in the Business Plan.

(e)

The Company shall have the right to impose the sanctions of warnings, demerits and salary reductions on the staff and workers who violate the rules and regulations and labor discipline of the Company in accordance with the applicable Law of the PRC. When the circumstances are serious, they may be dismissed. The dismissal of staff and workers shall be reported to the local labor department for the record.

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(f)

Such matters as the welfare benefits, bonuses, labor protection and labor insurance of the staff and workers shall be determined by the General Manager based on the recommendations of the Financial Manager according to the specific circumstances of the Company and with reference to relevant officially published PRC Law, and shall be stipulated in the individual labor contracts and various rules of the Company.

(g)

In order to promote the economic strength of the Company and reward productivity and effective management, the Company may, consistent with the profitability of the Company, from time to time increase the wages of staff and workers and provide bonuses to any staff and workers commensurate with their efforts, expertise and experience. Increases in wages and bonuses shall be determined by the Board upon the joint recommendation of the General Manager and the Financial Manager.

15.2	Trade Union .

(a)

For so long as required by PRC Law, the staff and workers of the Company shall have the right to establish a trade union organization and conduct trade union activities in accordance with applicable PRC Law.

(b)

The trade union of the Company shall represent the interests of the staff and workers. Its tasks shall be to safeguard the rights and interests of the staff and workers in accordance with PRC Law, to assist the Company in its planning and rational utilization of its bonus and welfare funds, to organize staff and workers in political, professional, scientific and technical studies, to organize cultural and sports activities, and to educate the staff and workers to observe labor discipline and work hard to fulfill the economic tasks of the Company.

(c)

For so long as required by applicable PRC Law, the Company shall pay each month an amount equal to two percent of the total amount of the actual wages received by the PRC staff and workers of the Company for such month into the Company's trade union fund for such trade union's use in accordance with the relevant procedures of the PRC for the management of trade union funds.

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SECTION 16 INSURANCE

16.1	Insurance .

The insurance shall be underwritten by a insurance company incorporated in the PRC. The details relating to insurance shall be determined by the Board.

SECTION 17 TERM, TERMINATION AND LIQUIDATION

17.1	Joint Venture Term .

(a)

The term of operations of the Company (" Joint Venture Term ") shall be twenty years commencing on the Establishment Date.

(b)

Prior to expiration of the Joint Venture Term, or any extension thereof, the Parties may agree to extend such term, subject to approval by the Examination and Approval Authority and the relevant requirements of Law. Negotiations for such extension shall begin not later than one year prior to the expiration of the Joint Venture Term (or extension thereof) of the Company and, subject to the successful conclusion of such negotiations, an application for extension shall be filed with the Examination and Approval authority not later than six months prior to the expiration of the Joint Venture Term.

17.2	Termination .

(a)

The Company shall be dissolved and this Contract terminated in accordance with the procedures set forth in the Articles of Association, the Joint Venture Law and other relevant PRC Laws if any of the conditions or events set forth below shall occur and be continuing:

(i)

upon the motion of any Party, if the Parties agree to dissolve the Company;

(ii)

upon the motion of any Party, if the Company sustains losses significantly in excess of those estimated in the Budget in two consecutive years as a result of an Event of Force Majeure, making it impossible for the Company to operate;

(iii)

upon the motion of any Party, if any Party is unable to perform any of its material obligations under this Contract for six consecutive months or more as the result of an Event of Force Majeure;

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(iv)

upon the motion of the non-breaching Party, if any PRC Party fails to perform any of its material obligations under this Contract or any of the Transaction Documents and such failure is not cured by the breaching party within one month of the delivery of a written notice stating specifically the manner in which the breaching Party has failed to perform and if, in the reasonable opinion of the non-breaching Party, such non-performance defeats the economic objectives of this Contract and of the establishment of the Company or creates a material risk of loss to the non-breaching Party or the Company, or materially and adversely affects the value of the non-breaching Party's interest in the Company;

(v)

upon the motion of any affected Party, if any government authority having authority over the Company requires any provision of this Contract or any of the Transaction Documents to be revised in such a way as to cause significant adverse consequences to the Company or any Party;

(vi)

upon the motion of any Party, if either of the conditions set forth below fail to be fulfilled within 120 days after the execution date of this Contractor at any time thereafter;

(1)

all of the Transaction Documents have been signed by the parties thereto and have become effective in accordance with the provisions thereof;

(2)

the Company has received and obtained all Approvals which are required for the Company to perform the business activities contemplated by this Contract;

(vii)

upon the motion of any of the non-bankrupt Parties, if a Party becomes bankrupt, is the subject of proceedings for liquidation or dissolution, ceases to carry on business or becomes unable to pay its debts as they become due.

(viii)

upon the business license not being issued within 130 days after the execution date of this Contract

(b)

Upon the motion of a Party to dissolve the Company pursuant to Section 17.2(a), the Parties shall cause their representatives on the Board to unanimously adopt a resolution to dissolve the Company. The Board shall apply to the Examination and Approval Authority for approval of such dissolution.

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(c)

After the Board resolves to dissolve the Company, the Company and the Parties shall take all reasonable steps to accomplish such dissolution in accordance with relevant, officially published and publicly available Laws.

SECTION 18 LIQUIDATION PROCEDURES

18.1	Liquidation of the Company .

(a)

Upon the adoption by the Board of a motion to dissolve the Company, the Board shall immediately take steps to dissolve the Company and liquidate its assets in accordance with the then applicable PRC Law and the provisions of this Contract and the Articles of Association.

(b)

If the termination of the Company results from its merger, consolidation or other business combination with another Person, the Assets and liabilities of the Company shall be transferred, assumed and valued as provided in the contractual arrangements with respect to such merger, consolidation or other business combination and applicable PRC Laws.

18.2	Liquidation Committee .

(a)

Upon the early termination of the Company, the Board shall formulate liquidation procedures and principles, publish an announcement of the liquidation in accordance with relevant regulations, provide written notice of the liquidation to creditors of the Company and establish a liquidation committee (" Liquidation Committee "). The Liquidation Committee shall be composed of five members. Party A shall have the right to appoint two members and Party B shall have the right to appoint three members of the Liquidation Committee. Within ten Business Days after the Board adopts a motion to dissolve the Company, each Party shall deliver a notice to the other Parties stating the names of the members that it has appointed to the Liquidation Committee pursuant to its right set forth in this Section 18.2(a) and shall attach to such notice documentation evidencing that each such member has consented to serve on the Liquidation Committee. If any Party (" Non-Appointing Party ") fails to deliver such notice within such ten Business Day period, then such Party shall forfeit its right to appoint any members to serve on the Liquidation Committee and each Party that has delivered such a notice shall have a proportional right to appoint the remaining members to the Liquidation Committee such that the total number of members shall equal five. Each member shall have one vote. A quorum for convening a meeting of the Liquidation Committee shall be five members. If such quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting shall be adjourned to such place and time (which is at least ten days later or such earlier date as shall be agreed by all of the members of the Liquidation Committee) as the members who did attend shall decide. If a quorum is not present within one hour after the time appointed for such adjourned meeting, any number of members of the Liquidation Committee shall constitute a quorum. All decisions of the Liquidation Committee shall be adopted by simple majority vote. The Company shall deliver to each member of the Liquidation Committee written notice of each meeting of the Liquidation Committee at least ten Business Days prior to the date of such meeting or such shorter period as agreed by all of the members of the Liquidation Committee.

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(b)

The tasks of the Liquidation Committee shall be to conduct a thorough survey of the property, claims and debts of the Company, draw up a balance sheet and inventory of assets, propose a basis for the valuation of the Company and formulate a liquidation plan, all of which shall be implemented after it has been submitted to and adopted by the Board and shall also be submitted to the Examination and Approval Authority for the record.

(c)

During the period of liquidation, the Liquidation Committee shall represent the Company in any legal proceeding.

(d)

The liquidation expenses and the remuneration to the members of the Liquidation Committee shall be paid with priority from the existing assets of the Company. The remaining proceeds shall be paid in the following order: (i) wages and labor insurance fees of the staff and workers, (ii) state taxes, and (iii) other liabilities, and (iv) to the Parties in accordance with the principle in 18.2 (e).

(e)

If the Parties decide to liquidate the Company in accordance with this Contract, after the statutory expenses and all the unpaid debts to the third parties are paid, any remaining proceedings shall be distributed in a pro rata basis in accordance with the shareholding percentages of the Parties..

(f)

After the liquidation of the Company is completed, the Liquidation Committee shall promptly submit a report thereon to a meeting of the Board for approval and submission to the Examination and Approval Authority for the record. The Liquidation Committee shall then carry out the procedures for turning in the Company's business license and canceling its registration at SAIC, and at the same time, make a public announcement of such actions.

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SECTION 19 AMENDMENT AND MODIFICATION OF THE CONTRACT

19.1	Amendment .

Amendments to this Contract must be made by a written agreement signed by each Party in both Chinese texts, and shall be submitted to the Examination and Approval Authority for approval before they can become effective.

19.2	Changes in Law .

If, after the date this Contract is signed, any central or local government organ of the PRC makes any change in any provision of any PRC Law, including amendment, supplementation or repeal of an existing Law, or introduction of a different interpretation or method of implementation of an existing Law (each, a " Change "), or promulgates a new Law (each, a " New Provision "), the following shall apply:

(a)

If a Change or a New Provision is more favorable to the Company or any of the Parties than the relevant Law in effect on the date this Contract was signed (and the other Party is not materially and adversely affected thereby), the Company and the Parties shall promptly apply to receive the benefits of such Change or New Provision. The Company and the Parties shall use their best efforts to cause such application to be approved.

(b)

If, after the Approval Date and because of such Change or New Provision, the economic benefits of the Company or of any Party under this Contract are materially and adversely affected, directly or indirectly, then this Contract shall continue to be implemented in accordance with its original terms. If the adverse effect on the Company's or on any Party's economic interests cannot be resolved pursuant hereto, upon notice by the affected Party to the other Party, the Parties shall consult promptly and make all such amendments to this Contract as are required to maintain the affected Party's economic benefits hereunder provided that such amendments shall be made without prejudicing the other party, or at least by equitably adjusting the benefits for each Party.

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SECTION 20 LIABILITY FOR BREACH OF CONTRACT

20.1	Breach of Contract .

Subject to the provisions of this Section 20, a Party shall be in breach of this Contract (a) if it fails to perform, or suspends its performance of, its obligations under this Contract, and if it does not commence correction of such failure within 30 days, and complete such correction within 60 days, of receipt of written notice thereof from any other Party or the Company, which notice must specify the nature of the alleged breach in reasonable detail; or (b) if any of the representations and warranties made by such Party is untrue or inaccurate in any material respects.

20.2	Liability for Breach of Contract .

(a)

If the Company or a Party suffers any cost, liability or loss, including lost profits of the Company but not including any other consequential losses of whatsoever nature, as a result of a breach of this Contract by any Party, the Party in breach shall indemnify and hold the Company and the non-breaching Party or Parties harmless in respect of any such cost, liability or loss, including interest paid or lost as a result thereof and attorneys' fees.

(b)

Without limiting the generality of the foregoing, each Party (" Indemnifying Party ") shall indemnify, defend and hold harmless the other Party and the Company (" Indemnified Party ") from and against all claims, losses, liabilities, damages, deficiencies, judgments, assessments, fines, settlements, costs or expenses (including interest, penalties and fees, loss of profits by the Company, expenses and disbursements of attorneys, experts, personnel and consultants incurred by any Indemnified Party in any action or proceeding between the Indemnifying Party and any Indemnified Party or between any Indemnified Party and any third party, or otherwise) based upon, arising out of, relating to or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Indemnifying Party contained in this Contract or in any documents or other evidence delivered by the Indemnifying Party pursuant to this Contract.

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SECTION 21 FORCE MAJEURE

21.1	Occurrence and Consequences of an Event of Force M ajeure .

(a)

A Party that cannot perform its obligations under this Contract (" Hindered Party ") in full or in part as a direct result of an Event of Force Majeure , shall not be deemed to be in breach of this Contract if all of the following conditions are met:

(i)

the Event of Force Majeure was the direct cause of the stoppage, impediment or delay encountered by the Hindered Party in performing its obligations under this Contract;

(ii)

the Hindered Party used its best efforts to perform its obligations under this Contract and to reduce the losses to the other Party or to the Company arising from the Event of Force Majeure; and

(iii)

at the time of the occurrence of the Event of Force Majeure, the Hindered Party informed the other Party and the Company, providing written information on such event within ten Business Days of its occurrence, including a statement of the reasons for the delay in implementing or partially implementing this Contract.

(b)

If an Event of Force Majeure shall occur, the Parties shall discuss and decide whether this Contract should be amended in light of the impact of the event upon the implementation hereof, and whether the Hindered Party should be partially or fully freed from its obligations hereunder.

SECTION 22 GOVERNING LAW AND DISPUTE RESOLUTION

22.1	Governing Law .

The formation, validity, interpretation, execution, amendment and termination of and settlement of disputes under this Contract shall all be governed by the officially published and publicly available Laws of the PRC. When the officially published and publicly available Laws of the PRC do not cover a certain matter, international legal principles and practices shall be referred to.

22.2	Dispute Resolution .

(a)

Any Dispute shall be resolved through friendly consultation. Such consultation shall begin immediately after one Party has delivered to the other Party a written request for such consultation stating specifically the nature of the Dispute. If within 30 days following the date on which such notice is delivered the Dispute cannot be resolved, the Dispute shall be referred to, and finally resolved by, arbitration upon the request of any Party with notice to the other Party.

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Translation reference

(b)

The arbitration shall be conducted in Beijing under the auspices of China International Economic Trade Arbitration Commission and in accordance with its currently effective rules. However, if such rules are in conflict with the provisions of this Section 22, the provisions of this Section 22 shall prevail.

(c)

The arbitral award shall be final and binding upon the Parties.

(d)

In order to preserve its rights and remedies, any Party shall be entitled to seek preservation of property in accordance with Law from any court of competent jurisdiction or from the arbitration tribunal pending the final decision or award of the arbitration tribunal. During the period when the Dispute is being resolved, except for the matters being disputed, the Parties shall in all other respects continue their implementation of this Contract.

(e)

Each Party irrevocably consents to the service of process, notices or other papers in connection with or in any way arising from the arbitration or the enforcement of any arbitral award, by use of any of the methods and to the addresses set forth for the giving of notices in Section 24.5. Nothing contained herein shall affect the right of any Party to serve such processes, notices or other papers in any other manner permitted by applicable Law.

SECTION 23 REPRESENTATIONS AND WARRANTIES

23.1	Representations and Warranties of the Parties .

Each Party represents and warrants to the other Party, with respect to itself, on the signing date of this Contract, as follows:

(a)

Such Party is a legal entity duly organized, validly existing and in good standing under the laws of the PRC, in the case of Party A, and under the laws of HK, in the case of Party B, and has the corresponding power and lawful authority to own or possess, lease and operate its assets and to carry on its business as now being and as previously conducted.

(b)

Such Party has the full legal right, power and authority required to enter into this Contract and to perform fully its obligations hereunder. This Contract has been duly authorized, executed and delivered by each Party and, assuming the due authorization, execution and delivery by the other Party and approval by the Examination and Approval Authority, constitutes the valid and binding obligation of each Party enforceable against it in accordance with its terms.

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Translation reference

(c)

Except for the requirements for the obtaining of a Foreign Investment Enterprise Approval Certificate and issuance of the Business License and as otherwise set forth in this Contract, no filings with, notices to, or license, permits, consents, authorizations, qualifications, orders or other approvals of any governmental body or any other Person are necessary to be obtained by such Party for its execution, delivery and performance of this Contract or for the establishment of the Company.

(d)

Such Party is, has been and will continue to be in compliance with all applicable Law of its home jurisdiction and does not know of any circumstances that would be a breach of such Law.

(e)

Neither the execution of this Contract, nor the performance of such Party's obligations hereunder, will conflict with, or result in a breach of, or constitute a default under, any provision of the memorandum and articles of association, business license or by-laws of such Party, as the case may be, or any law, rule, regulation, authorization or approval of any government agency or body, or of any contract or agreement to which such Party is a party or is subject (including, in the case of Party B, contracts existing on the date of this Contract relating to Party B' other investments in the PRC).

(f)

As of the date of this Contract, there is no lawsuit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to the best knowledge of such Party, threatened against such Party and the performance of this Contract with respect to the subject matter of this Contract or that would affect in any way such Party's ability to enter into or perform this Contract.

(g)

All documents, statements and information of or derived from any governmental body in the possession of such Party relating to the transactions contemplated in this Contract have been disclosed to the other Party, and no document previously provided by such Party to any other Party contains the untrue statement of material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading.

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Translation reference

23.2	Party A further represents and covenants to Party B that:

(a)

The Assets free from any encumbrance;

(b)

No third party, court, government agency or arbitration institution have proposed any pending litigation, third party claim, order or investigation relating to the Assets or Business which may threaten the cooperation between the Parties;

(c)

Party A have lawfully obtained all the consent or permit (“Governmental Authority” including the items as listed in Appendix 3) as required by PRC Law from the competent authority for its duly establishment, existing and operation, and such Governmental Authority is fully effective.

23.3	Party B further represents and covenants to Party A that:

The capital source of Party B is lawful, which will not cause any losses to Party A.

SECTION 24 EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS

24.1	Articles of Association . The Articles of Association have been concluded in accordance with the various principles stipulated in, and in the form attached to, this Contract and are an integral part of this Contract.

24.2	Approval of Contract and Articles of Association . This Contract and the Articles of Association shall be submitted to the Examination and Approval Authority and shall come into force on the Approval Date.

24.3	Survival . The agreements of the Party contained in Section 7, 20, 22, and this Section 24.3shall continue to survive after the expiration or termination of this Contract and the dissolution of the Company.

24.4	Language . This Contract is written in Chinese in six counterparts.

24.5

Notices . Each notice, demand or other communication given, delivered or made under this Contract shall be in writing and delivered or sent to the relevant Party or Parties at the address or fax number set out below (or such other address or fax number as the addressee has by ten days' prior written notice specified to the other Party).

If to the Party A: Kunming Television Station

Attention:	Mr. Lv Yongping
Telephone Number:	(86)-0351-8302574
Fax:	(86)-0351-4042780
Address:	No. 198, Danxia Road, Kunming City, Yunnan Province;

If to Party B: 广告网络有限公司 (Advertising Network s Limited)

Attention:	Mr. Li Shuangqing
Telephone Number:	(86)-010-84549851
Fax:	(86)-010-84477246
Address:	Suite A-16E, Oriental Kenzo, No. 48,
	Dongzhimenwai Avenue, Dongcheng District, Beijing.

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Translation reference

Each notice, demand or other communication to be given, delivered or made pursuant to this Section 24.5 shall be deemed so given, delivered or made (i) if sent by registered or certified mail within one country on the third Business Day after such notice, demand or communication, addressed as above provided, is delivered to a post office and a receipt therefor is issued thereby, (ii) if sent by registered or certified mail to another country on the tenth Business Day after such notice, demand or communication, addressed as above provided, is delivered to a post office and a receipt therefor is issued thereby, (iii) if sent by courier or personnel delivery, when such notice, demand or communication is delivered to the appropriate address as above provided, and (iv) if sent by facsimile, when such notice, demand or communication is transmitted to the appropriate facsimile number as above provided and the relevant report for the successful transmission is given.

24.6

Severability . In the event any one or more of the provisions contained in this Contract should be held under any applicable Law to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

24.7

Waiver . No waiver of any provision of this Contract shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in executing any right, power or remedy under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

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24.8	Interpretation .

(a)

"Include," "including," "are inclusive of" and similar expressions are not expressions of limitation and shall be construed as if followed by the words "without limitation."

(b)

References to any government ministry, agency, department or authority shall be construed as references to the duly appointed successor ministry, agency, department or authority of such ministry, agency, department or authority where the context permits.

(c)

A reference in this Contract to a document "in the agreed form" is to a document agreed by the Parties and initialed by them for identification purposes as of the date of this Contract.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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Translation reference

IN WITNESS WHEREOF, the Parties have caused their respective representatives to execute this Contract as of the date first above written.

	Kunming Television Station (Company Seal)


	By:
	Name:
	Title:

	(Advertising Networks Limited)


	By:
	Name:
	Title:

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Translation reference

APPENDIX 1

ARTIC LES OF ASSOCIATION

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APPENDIX 2

LIST OF CONTRIBUTED ASSETS

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British Virgin Islands		6770		Not applicable
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

Barbara A. Jones, Esq.	Jose Santos	Mitchell S. Nussbaum, Esq.
Peter J. Rooney, Esq.	Maples and Calder	Loeb & Loeb LLP
McDermott Will & Emery LLP	Sea Meadow House	345 Park Avenue
340 Madison Avenue	Road Town, Tortola	New York, New York 10154
New York, New York 10173-1922	British Virgin Islands VG1110	(212) 407-4000
(212) 547-5443	(284) 852-3000

Large accelerated filer 	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security (1)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Ordinary shares, $.0001 par value	7,871,971 Shares	$	7.59		$	59,748,260		$	2,348
Warrants, each exercisable for one ordinary share (3)	7,871,971 Warrants			(2)			(2)			(2)
Ordinary shares underlying the Warrants (3)(4)	8,044,400 Shares	$	5.00		$	40,222,000		$	1,581
Units, consisting of one ordinary share and one Warrant	172,429 Units	$	7.50		$	1,293,218		$	51
Ordinary shares included as part of the Units	172,429 Shares			(2)			(2)			(2)
Warrants included as part of the Units	172,429 Warrants			(2)			(2)			(2)
Representative’s Unit Purchase Option (“UPO”) (3)	1	$	100				(2)			(2)
Units underlying the UPO	300,000 Units	$	10		$	3,000,000		$	118
Ordinary shares included as part of the units issuable on exercise of the Representative’s UPO	300,000 Shares			(2)			(2)			(2)
Warrants included as part of the units issuable on exercise of the Representative’s UPO (3)	300,000 Warrants			(2)			(2)			(2)
Ordinary shares underlying Warrants included as part of the units issuable on exercise of the Representative’s UPO (3)	300,000 Shares	$	7.50		$	2,250,000		$	89
Total					$	106,513,478		$	4,187

	/s/ Robert A. Schriesheim
	Robert A. Schriesheim
	Chairman of the Board of Directors of
	Alyst Acquisition Corp.

(3)	There are also being registered such indeterminable additional securities as may be issued pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions under the provisions contained in the Warrants.
(4)	Includes 172,429 ordinary shares underlying the Warrants included as part of the Units

Dated: [ ], 2009

	By Order of the Board of Directors,
	/s/ Robert A. Schriesheim
	Robert A. Schriesheim
	Chairman

	Page

SUMMARY	1

RISK FACTORS	11

SELECTED SUMMARY HISTORICAL FINANCIAL INFORMATION	27

PRO FORMA FINANCIAL INFORMATION	31

COMPARATIVE PER SHARE DATA	42

THE ALYST SPECIAL MEETING	45

THE BUSINESS COMBINATION PROPOSAL	50

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	66

THE REDOMESTICATION MERGER PROPOSAL	74

THE SHARE INCENTIVE PLAN PROPOSAL	84

PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES	88

INFORMATION ABOUT CHINA NETWORKS MEDIA	89

CHINA NETWORKS MEDIA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	102

INFORMATION ABOUT ALYST	124

ALYST MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	126

DIRECTORS AND MANAGEMENT	128

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	134

BENEFICIAL OWNERSHIP OF SECURITIES	136

SHARES ELIGIBLE FOR FUTURE SALE	143

DESCRIPTION OF ALYST’S SECURITIES	144

DESCRIPTION OF CN HOLDINGS SECURITIES FOLLOWING THE BUSINESS COMBINATION	147

TRANSFER AGENT AND REGISTRAR	149

STOCKHOLDER PROPOSALS	149

LEGAL MATTERS	149

EXPERTS	149

DELIVERY OF DOCUMENTS TO STOCKHOLDERS	150

WHERE YOU CAN FIND MORE INFORMATION	151

INDEX TO FINANCIAL STATEMENTS	F-1

Q. What is being voted on?		A.You are being asked to vote on four proposals:

		· The merger of Alyst with and into its wholly-owned British Virgin Islands (“BVI”) subsidiary, CN Holdings, for the purpose of redomesticating Alyst to the BVI. This proposal is called the ‘‘Redomestication Merger Proposal.’’

		· The proposed merger of CN Holdings’ wholly-owned subsidiary, China Networks Merger Co., with and into China Networks Media, resulting in China Networks Media becoming a wholly-owned subsidiary of CN Holdings. This proposal is called the ‘‘Business Combination Proposal.’’

		· The approval of the 2008 Omnibus Securities and Incentive Plan pursuant to which directors, officers, employees and consultants of the surviving corporation, CN Holdings, or its subsidiaries may be granted up to 2.5 million ordinary shares of CN Holdings. This proposal is called the “Share Incentive Plan Proposal.”

		· The approval of any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies. This proposal is called the ‘‘Adjournment and Postponement Proposal.’’

Q. Why are stockholders of Alyst being asked to approve actions that will be taken by CN Holdings?		Alyst stockholders are being asked to approve the entry into of the Business Combination by CN Holdings. The Memorandum and Articles of Association of CN Holdings will be amended prior to the Special Meeting to include protective provisions identical in substance to those contained in Alyst’s amended and restated certificate of incorporation at the time of its IPO, although CN Holdings will have a perpetual, rather than limited, existence. As a result, immediately following the completion of the Redomestication Merger, the constitutional documents of CN Holdings will require that the majority of the shares issued in Alyst’s IPO approve its Business Combination with China Networks Media, as well as the Share Incentive Plan Proposal. Since the laws of the BVI also require the affirmative vote of a majority of the shares of China Networks Media and China Network Merger Co., the shareholders of each such corporation will be approving such actions by written consent, effective upon receipt of corresponding approval of Alyst’s stockholders. Such action by written consent, together with the approval by Alyst’s stockholders at the Special Meeting, will be effective under BVI law and CN Holding’s amended constitutional documents.

Q. Who is entitled to vote?		Holders of Alyst’s outstanding common stock as of the close of business on · , 2009, (the “Record Date”) are entitled to vote on all proposals at the Special Meeting by proxy or in person.

Q. What vote is required to approve the Redomestication Merger Proposal?		A. Approval of the Redomestication Merger Proposal will require the affirmative vote of a majority of the outstanding shares of Alyst’s common stock as of the Record Date, provided there is a quorum and that the Business Combination is also approved.

Q. What vote is required to approve the Business Combination Proposal?		A. Under Alyst’s amended and restated certificate of incorporation, approval of the Business Combination requires the affirmative vote of a majority of the shares of common stock issued in the IPO present, in person or by proxy and entitled to vote at the Special Meeting, provided that there is a quorum. Alyst’s initial stockholders have agreed to vote their 1,750,000 shares acquired prior to the IPO and as part of the insider units sold simultaneously with the consummation of the IPO in accordance with the holders of a majority of the public shares voting in person or by proxy at the meeting. Any other shares that may be acquired by Alyst’s initial stockholders prior to the record date may be voted in any manner that they choose. If the stockholders approve the Business Combination, the Business Combination will only proceed if holders of less than 30% of the shares of common stock sold in Alyst’s IPO exercise their conversion rights and vote against the Business Combination. If the holders of 2,413,320 or more shares purchased in Alyst’s IPO vote against the Business Combination and demand that Alyst convert their shares into their pro rata portion of the trust account established at the time of the IPO (as described below), Alyst will not be permitted to consummate the Business Combination pursuant to its amended and restated certificate of incorporation.

Q. What vote is required to approve the Share Incentive Plan Proposal?		A. Approval of the Share Incentive Plan Proposal will require the affirmative vote of a majority of the outstanding shares of Alyst’s common stock represented in person or by proxy and entitled to vote at the Special Meeting, provided there is a quorum.

Q. What vote is required to adopt the proposal to adjourn or postpone the Special Meeting for the purpose of soliciting additional proxies?		A. Approval of the Adjournment and Postponement Proposal will require the affirmative vote of holders of a majority of the shares of Alyst’s common stock represented in person or by proxy and entitled to vote at the Special Meeting, provided there is a quorum.

Q. Do Alyst stockholders have appraisal rights under Delaware law?		A. The Alyst stockholders do not have appraisal rights under Delaware corporate law in connection with either the Redomestication Merger or the Business Combination.

Q. How will the Redomestication Merger be accomplished?		A. Alyst will merge into CN Holdings, Alyst’s wholly - owned subsidiary that is incorporated as a BVI company. As a result of the Redomestication Merger, each currently issued outstanding security of Alyst will automatically convert into one corresponding security of CN Holdings. This procedure will result in your becoming a securityholder in CN Holdings instead of Alyst.

Q. What happens post-Business Combination to the funds deposited in the trust account?		A. Alyst stockholders exercising conversion rights will receive their pro rata portion of the trust account. The balance of the funds in the trust account will be released to CN Holdings and will be utilized to pay to the former shareholders of China Networks Media the cash portion of the merger consideration in the amount of $17 million, repay approximately $[ ] million of outstanding indebtedness of China Networks Media and any remaining funds will be retained by CN Holdings to make payments aggregating $[ ] million to the PRC TV Stations (as defined below under “The Companies”) and for operating capital subsequent to the closing of the Business Combination.

Q. What happens if the Business Combination and Redomestication Merger are not consummated?		A. If Alyst does not redomesticate and acquire China Networks Media in the Business Combination, Alyst may seek an alternative business combination. Under its amended and restated certificate of incorporation as currently in effect, if Alyst does not acquire at least majority control of a target business by June 29, 2009, Alyst will dissolve and distribute to its public stockholders the amount in the trust account plus any remaining net assets. Following dissolution, Alyst would no longer exist as a corporation. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets, will be distributed pro rata to Alyst’s common stockholders who hold shares issued in Alyst’s IPO (other than the initial stockholders, each of whom has waived any right to any liquidation distribution with respect to them). See the risk factor on page 26 of this proxy statement/prospectus relating to risks associated with the dissolution of Alyst.

Q. Do Alyst stockholders have conversion rights?		A. If you hold shares of common stock issued in Alyst’s IPO, then you have the right to vote against the Business Combination Proposal and demand that Alyst convert these shares into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Alyst’s IPO are held. These rights to vote against the Business Combination and demand conversion of the shares into a pro rata portion of the trust account are sometimes referred to herein as conversion rights. Holders of warrants issued by Alyst do not have any conversion rights.

		SIMPLY VOTING AGAINST THE BUSINESS COMBINATION OR CHECKING THE ‘‘EXERCISE CONVERSION RIGHTS’’ BOX ON A PROXY CARD DOES NOT PERFECT YOUR CONVERSION RIGHTS – YOU MUST ALSO SEND ALYST THE WRITTEN DEMAND LETTER DESCRIBED BELOW.

		Pursuant to the arrangements established at the time of Alyst’s IPO, shareholders of Alyst representing 30% less one share of the outstanding shares issued in Alyst’s IPO may exercise conversion rights in the event they vote against the Business Combination and send a written demand letter to Alyst as described in the section entitled ‘‘The Alyst Special Meeting.’’

Q. Will the Alyst stockholders be taxed as a result of the Redomestication Merger?		A. It is anticipated that Alyst stockholders or warrant holders generally should not recognize gain or loss as a result of the Redomestication Merger for U.S. federal income tax purposes. We urge you to consult your own tax advisors with regard to the particular tax consequences to you of the Redomestication Merger.

Q. Will Alyst be taxed on the Redomestication Merger?		A. It is anticipated that for U.S. federal income tax purposes, as to each of its assets, Alyst should recognize gain (but not loss) realized as a result of the Redomestication Merger in an amount equal to the excess (if any) of the fair market value of such asset over such asset’s adjusted tax basis at the effective time of the Redomestication Merger. Any U.S. federal income tax liability incurred by Alyst as a result of the recognition of such gain should become a liability of CN Holdings by reason of the Redomestication Merger.

Q. If I am not going to attend the Special Meeting in person, should I return my proxy card instead?		A. Yes. After carefully reading and considering the information in this proxy statement/prospectus, please fill out and sign your proxy card. Then return it in the return envelope as soon as possible, so that your shares may be represented at the Special Meeting. You may also vote by telephone, as explained on the proxy card. A properly executed proxy will be counted for the purpose of determining the existence of a quorum.

Q. If I have conversion rights, how do I exercise them?		A. If you wish to exercise your conversion rights, you must vote against the Business Combination Proposal and at the same time demand that Alyst convert your shares for cash. If, notwithstanding your vote, the Business Combination is completed, then you will be entitled to receive a pro rata portion of the trust account, including any interest earned thereon through the record date. You will be entitled to convert each share of common stock that you hold for approximately $7.86. If you exercise your conversion rights, then you will be converting your shares of Alyst common stock for cash and will no longer own these shares. You will be entitled to receive cash for these shares only if you tender your stock certificate to our transfer agent, Continental Stock Transfer & Trust Company, at any time prior to the conclusion of the vote on the Business Combination. Alternatively, you may deliver your shares to the transfer agent electronically, at a nominal cost, using the Depository Trust Company’s DWAC System. If you do not make a demand to exercise your conversion rights at the time you vote against the Business Combination Proposal (or if you do not vote against the Business Combination Proposal and tender your share to the transfer agent prior to the vote), you will lose your conversion rights, and that loss cannot be remedied.

Q. How do I withdraw my request for conversion?		A. You may withdraw a request for conversion of your shares any time prior to the date of the Special Meeting by requesting that the transfer agent return your share certificate(s) either physically or electronically.

Q. What will happen if I abstain from voting or fail to instruct my broker to vote?		A. An abstention or the failure to instruct your broker how to vote (also known as a broker non-vote) is not considered a vote cast at the meeting with respect to the Business Combination Proposal. Therefore your vote will have no effect on the vote relating to the Business Combination, and you will not be able to convert your shares into a pro rata portion of the trust account. An abstention or failure to vote will have the effect of voting against the Redomestication Merger Proposal and the Share Incentive Plan Proposal.

Q. If my shares are held in “street name,” will my broker automatically vote them for me?		A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions.

Q. How do I change my vote?		A. You may send a later-dated, signed proxy card to Alyst’s secretary no later than [ ], 2009, prior to the date of the Special Meeting, or attend the Special Meeting in person and vote. You also may revoke your proxy no later than [ ], 2009 by sending a notice of revocation to Michael Weksel, Alyst Acquisition Corp., 233 E. 69th Street, #6J, New York, New York 10021.

Q. Do I need to turn in my old certificates?		A. If you wish to exercise your conversion rights, you must tender your shares to the transfer agent prior to the Special Meeting. If the Business Combination Proposal is approved and you hold your securities in Alyst in certificate form, as opposed to holding them through your broker, you do not need to exchange them for certificates issued by CN Holdings. Your current certificates will represent your rights in CN Holdings. You may exchange them by contacting the transfer agent, Continental Stock Transfer & Trust Company, Reorganization Department, and following their requirements for reissuance.

Q. Who can help answer my questions?		A. If you have questions, you may write or call Alyst Acquisition Corp., at 233 E. 69th Street, #6J, New York, New York 10021, (646) 290-6104, Attention: Michael Weksel.

Q. When and where will the Special Meeting be held?		A. The meeting will be held at 10:00 a.m. Eastern time on · , 2009 at 340 Madison Avenue, 2nd Floor, New York, New York.

	For the three months ended September 30, 2008			For the year ended June 30, 2008			For the period from August 16, 2006 (inception) through June 30, 2007			For the period from August 16, 2006 (inception) through June 30, 2008

Statement of Operations Data:
Revenue	$	-		$	-		$	-		$	-
Formation and operating costs		135,553			319,003			4,848			323,851
Loss from operations		(135,553	)		(319,003	)		(4,848	)		(323,851	)
Interest income, net		347,520			2,426,933			1,536			2,428,469
Income (loss) before provision for income taxes		211,967			2,107,930			(3,312	)		2,104,618
Provision for income taxes		96,021			951,394			604			951,998
Net loss	$	115,946		$	1,156,536		$	(3,916	)	$	1,152,620

Basic and diluted net income (loss) per share	$	0.02		$	0.16		$	(0.00	)

Weighted average number of shares outstanding excluding shares subject to possible conversion - basic and fully diluted		7,381,081			7,319,371			1,750,000

	As of September 30, 2008		As of June 30, 2008

Balance Sheet Data:
Total assets	$	65,102,861	$	64,838,909
Total Liabilities	$	607,031	$	459,025
Common Stock Subject to Possible Conversion	$	18,946,276	$	18,946,276
Total Stockholders’ equity	$	45,549,554	$	45,433,608

	Nine months ended September 30, 2008			Nine months ended September 30, 2007			Year ended December 31, 2007				Year ended December 31, 2006			Year ended December 31, 2005
	(Unaudited)
Statements of Operations Data:
Revenue	$	13,994,827		$	15,318,025		$	20,684,055			$	16,350,638		$	15,528,457
Sales Tax		(1,129,634	)		(1,255,188	)		(1,696,906	)			(1,199,132	)		(1,122,206	)
Cost of Revenue		(4,584,533	)		(3,653,174	)		(4,844,541	)			(3,757,422	)		(1,925,034	)
Gross Profit		8,280,660			10,409,663			14,142,608				11,394,084			12,481,217
Other Income								28,802				102,261			10,337
Selling, General and Administrative Expenses		(1,811,244	)		(1,228,008	)		(1,712,931	)			(1,607,264	)		(1,376,299	)
Income Before Income Taxes		6,469,416			9,181,655			12,458,479				9,889,081			11,115,255
Income Taxes		-						-				-			-
Net Income	$	6,469,416		$	9,181,655		$	12,458,479		$		9,889,081		$	11,115,255

	As of
	September 30, 2008		December 31, 2007		December 31, 2006		December 31, 2005
	(Unaudited)
Balance Sheet Data:
Total Assets	$	4,983,779	$	3,670,398	$	2,428, 815	$	2,282,025
Total Liabilities	$	3,906,787	$	2,995,317	$	2,177,276	$	2,141,950
Total Equity	$	1,076,992	$	675,081	$	251,539	$	140,075

	Nine months ended September 30, 2008			For the period from March 30, 2007 (inception) to September 30, 2007			For the period from March 30, 2007 (inception) to September 30, 2008
	(Unaudited)

Income Statement Data:
Net Revenue	$	-		$	-		$	-
Operating expenses
General and administrative expenses		1,711,927			16,189			1,743,147
		1,711,927			16,189			1,743,147
Loss from operations		(1,711,927	)		(16,189	)		(1,743,147	)
Other income (expense)
Other income		7,352			-			7,352
Interest expense		(1,303,354	)		-			(1,303,354	)
Interest income		83,510			-			83,510
		(1,212,492	)		-			(1,212,492	)
Net loss before noncontrolling interest		(2,924,419	)		(16,189	)		(2,955,639	)
Non-controlling interest		(11,835	)		-			(11,835	)
Net loss	$	(2,936,254	)	$	(16,189	)	$	(2,967,474	)

	September 30, 2008		For the period from March 30, 2007 (inception) to December 31, 2007
	(Uuaudited)
Balance Sheet Data:
Total assets	$	55,835,232	$	36,731
Total liabilities	$	26,279,325	$	66,951
Noncontrolling Interest	$	28,582,799	$	_____-
Total stockholders’ equity (deficit)	$	973,108	$	(30,220	)

Payment to be issued upon closing:
Cash – CN Network Preferred Shareholders	$	7,000,000
Cash – CN Network Common Shareholders		10,000,000
980,000 shares of Alyst/CN Holdings common stock ($7.85 per share) issuable to CN Network Preferred Shareholders		7,693,000
1,900,000 shares of Alyst/CN Holdings common stock ($7.85 per share) issuable to CN Network Common Shareholders		14,915,000
Consideration to selling stockholders on closing		39,608,000
Future contingent consideration issuable upon attainment of certain financial milestones – excluding a contingent fee of $883,000 which will be expensed under SFAS 141R		76,650,000
Consideration due on closing and contingent consideration	$	116,258,000

	Total		Year 1		Year 2		Year 3
Cash	$	6,000,000	$	3,000,000	$	3,000,000	$	—
Issuance of shares to CN Network holders		70,650,000		22,372,000		24,139,000		24,139,000
Amount	$	76,650,000	$	25,372,000	$	27,139,000	$	24,139,000
Shares of common stock		9,000,000		2,850,000		3,075,000		3,075,000

	Alyst Acquisition Corp./China Net wor ks International Holdings LTD.		China Networks Media, LTD.		China Networks (Carve- Out)		Pro Forma Adjustments - no conversion				Notes		Pro Forma Combined-no conversion		Pro Forma Adjustments - maximum allowable conversion				Notes		Pro Forma Combined - Maximum allowable conversion
Assets							Dr		Cr						Dr		Cr

Current assets:
Cash and cash equivalents	$	722,578	$	22,603,740	$	79,660	$	63,501,302	$	22,633,980		1, 3, 4, 5, 7	$	64,273,300	$	-	$	18,946,276		9	$	45,327,024
Cash held in trust account, interest available for working capital and taxes		521,011		-				-		521,011		1		-		-		-				-
Accounts receivable, net				-		2,628,092		-		-				2,628,092		-		-				2,628,092
Receivable from television stations				-		1,886,874		-		-				1,886,874		-		-				1,886,874
Other receivables and prepaid expenses		21,656		4,527		389,153		-		-				415,336		-		-				415,336
Loan receivable from related party		-		111,111		-		-		-				111,111		-		-				111,111
Total current assets		1,265,245		22,719,378		4,983,779		63,501,302		23,154,991				69,314,713		-		18,946,276				50,368,437

Trust Account:
Cash held in trust account, restricted		62,980,291		-		-		-		62,980,291				-		-		-				-
Prepaid income taxes		173,995		-		-		-		-				173,995		-		-				173,995
		63,154,286		-		-		-		62,980,291				173,995		-		-				173,995
Intangible assets
Program Rights		-		31,161,900		-		116,258,000		-		5,6		147,419,900		-		-				147,419,900
Less accumulated Amortization		-		-		-		-		-				-		-		-				-
Total program rights - net		-		31,161,900		-		116,258,000		-				147,419,900		-		-				147,419,900
		-				-
Deferred target acquisition and financing costs		683,330		1,953,954		-		-		683,330		5		1,953,954		-		-				1,953,954
Total assets	$	65,102,861	$	55,835,232	$	4,983,779	$	179,759,302	$	86,818,612			$	218,862,562	$	-	$	18,946,276			$	199,916,286

	Alyst Acquisition Corp./China Networks International Holdings LTD.		China Networks Media, LTD.		China Networks (Carve- Out)		Pro Forma Adjustments - no conversion				Notes		Pro Forma Combined-no conversion			Pro Forma Adjustments - maximum allowable conversion				Notes		Pro Forma Combined - Maximum allowable conversion
Liabilities and Stockholders' Equity							Dr		Cr							Dr		Cr

Current liabilities:

Due to television stations	$	-			$	1,408,901	$	-	$	-			$	1,408,901		$	-	$	-			$	1,408,901
Customer deposits		-		-		1,914,740		-		-				1,914,740			-		-				1,914,740
Accrued expenses		607,031		1,953,973		583,146		960,000		-		4		2,184,150			-		-				2,184,150
Due to related party		-		185,877						-				185,877			-		-				185,877
Notes payable, net				24,139,475						-				24,139,475			-		-				24,139,475
Contingent purchase price consideration		-		-		-		-		3,000,000		6		3,000,000			-		-				3,000,000
Total current liabilities		607,031		26,279,325		3,906,787		960,000		3,000,000				32,833,143			-		-				32,833,143

Contingent purchase price consideration										74,533,000		6		74,533,000									74,533,000
Common stock, subject to possible conversion, 2,413,319 shares at conversion value		18,946,276		-		-		18,946,276		-		2		-			18,946,276		18,946,276		8,9		-
Total liabilities		19,553,307		26,279,325		3,906,787		19,906,276		77,533,000				107,366,143			18,946,276		18,946,276				107,366,143

Stockholders’ equity:
Controlling interest:
Preferred stock		-		-		-		-		-				-			-		-				-
Common stock		738		-		-				529		2,5		1,267			241		-		8		1,026
Total controlling interest of acquired entities				973,108		1,076,992								2,050,100			-		-				2,050,100
Additional paid-in capital		44,280,250		-		-		2,668,980		41,553,747		2,3,5,6		83,165,017			18,946,035		-		9		64,218,982
Retained earnings (deficit)		1,268,566		-		-		3,571,330		-		5,7		(2,302,764	)		-		-				(2,302,764	)
Total controlling interest		45,549,554		973,108		1,076,992		6,240,310		41,554,276				82,913,620			18,946,276		-				63,967,344
Non-Controlling Interest		-		28,582,799		-		-		-				28,582,799			-		-				28,582,799
Total stockholders’ equity		45,549,554		29,555,907		1,076,992		6,240,310		41,554,276				111,496,419			18,946,276		-				92,550,143
Total liabilities and stockholders’equity	$	65,102,861	$	55,835,232	$	4,983,779	$	26,146,586	$	119,087,276			$	218,862,562		$	37,892,552	$	18,946,276			$	199,916,286

Note 1	To reflect release of cash held in trust
	Increase	Cash and cash equivalents	$	63,501,302
	Decrease	Cash held in trust account, interest available for working capital and taxes		(521,011	)
	Decrease	Cash held in trust account- restricted		(62,980,291	)

Note 2	To record reversal of conversion liability upon consummation of merger
	Decrease	Common stock subject to conversion	$	18,946,276
	Increase	Par Value		(241	)
	Increase	Additional Paid-in Capital (“APIC”)		(18,946,035	)

Note 3	To record additional underwriters compensation payable upon consummation of merger
	Decrease	APIC-3.277% underwriters commission	$	2,108,980
	Decrease	APIC-non-accountable expense allowance		560,000
	Decrease	Cash		(2,668,980	)

Note 4	To record contractual payment of bridge loan placement fee for CN Network on consummation of merger
	Decrease	Accrued expenses	$	960,000
	Decrease	Cash		(960,000	)

Note 5	To record Purchase Price consideration to be paid on closing:
	Increase	Program Rights	$	39,608,000
	Decrease	Cash		(17,000,000	)
	Increase	Common Stock		(288	)
	Increase	APIC		(22,607,712	)
	Decrease	Retained earnings (accumulated deficit)		683,330
	Decrease	Deferred fees target acquisition costs		(683,330	)

Note 6	To record contingent Purchase Price consideration to be paid upon the occurrence of future events
	Increase	Program Rights	$	76,650,000
	Decrease	Retained earnings (accumulated deficit)		883,000
	Increase	Liability for contingent purchase price consideration - current		(3,000,000	)
	Increase	Liability for contingent purchase price consideration		(74,553,000	)

Note 7	To record additional deal costs to be incurred in the period from November 1, 2008 to the merger closing date
	Decrease	Retained earnings (accumulated deficit)		2,005,000
	Decrease	Cash		(2,005,000	)

Assuming maximum conversion:

Note 8	To reinstate the conversion liability – full redemption assumption
	Decrease	Par Value	$	241
	Decrease	APIC		18,946,035
	Increase	Common stock subject to redemption		(18,946,276	)

Note 9	To reflect cash payment in satisfaction of redemption liability
	Increase	Common stock subject to redemption	$	18,946,276
	Decrease	Cash		(18,946,276	)

	Alyst Acquisition Corp.			China Networks Media, LTD.			China Networks (Carve- Out)		Pro Forma Adjustments - no conversion						Notes		Pro Forma Combined-no conversion			Pro Forma Adjustments – maximum allowable conversion					Notes		Pro Forma Combined - Maximum allowable conversion
									Dr			Cr								Dr			Cr

Revenues	$	-		$	-		$	19,735,361	$	-		$	-				$	19,735,361		$	-		$	-			$	19,735,361

Cost or revenue								5,933,127		-			-					5,933,127			-			-				5,933,127
Sales tax		-			-			1,640,758		-			-					1,640,758			-			-				1,640,758
General and administrative		319,003			128,152			1,927,311		3,571,330			52,175			F,G		5,893,621			-			-				5,893,621
Operating income (loss) before amortization of intangibles		(319,003	)		(128,152	)		10,234,165		(3,571,330	)		(52,175	)				6,267,855			-			-				6,267,855
Amortization of intangibles		-			-			-		6,873,000			-			A		6,873,000			-			-				6,873,000
Income (loss) before noncontrolling interest		(319,003	)		(128,152	)		10,234,165		(10,444,330	)		(52,175	)				(605,145	)		-			-				(605,145	)
Non-controlling interest		-			-			-		5,131,000						D		(5,131,000	)		-			-				(5,131,000	)
Other income (expense):
Interest income		2,426,933			-			-		655,000			-			C		1,771,933			732,000			-		E		1,039,933
Interest (expense)		-			-			-
Other		-			-			28,802		-			-					28,802			-			-				28,802
Total other income (expense), net		2,426,933			-			28,802		5,786,000			-					(3,330,265	)		732,000			-				(4,062,265	)
Income (loss) before income taxes		2,107,930			(128,152	)		10,262,967		(16,230,330	)		(52,175	)				(3,935,410	)		(732,000	)		-				(4,667,410	)
Income tax benefit (expense)		(951,394	)		-			-		-			951,394			F		-			-			-				-

NET INCOME (LOSS)	$	1,156,536		$	(128,152	)	$	10,262,967	$	(16,230,330	)	$	1,003,569				$	(3,935,410	)	$	(732,000	)	$	-			$	(4,667,410	)

Pro forma weighted average common shares outstanding:
Basic		7,381,081											5,293,319			H		12,674,400			2,413,319					I		10,261,081
Diluted		7,381,081											8,607,653			H		15,988,734			2,413,319					I		13,575,415

Pro forma income per common share:
Basic																	$	(0.31	)								$	(0.45	)
Diluted																	$	(0.25	)								$	(0.34	)

			Three months ended September 30, 2008			Year ended June 30, 2008
Note A	To record intangible asset amortization of program rights
	Expense	Amortization - Program Rights	$	1,843,000		$	6,873,000
Note B	Not used

Note C	To adjust interest income for impact on application towards merger
	Expense	Interest Income	$	94,000		$	655,000
Note D	To reflect impact on carved out entry earnings of merger
	Expense	Non controlling interest expense	$	884,000		$	5,131,000
Note F	To eliminate income tax provision assuming status BVI entity
	Income	General and Administrative	$	(14,281	)	$	(52,175	)
	Income	Income Tax Provision	$	(96,021	)	$	(951,394	)
Note G	To expense transaction costs upon consummation of merger
	Expense	Transaction costs – legal, accounting, etc	$	2,005,000		$	2,005,000
	Expense	Transaction costs – writeoff of deferred target acquistions costs	$	683,330		$	683,330
	Expense	Transaction costs – contingent placement fee	$	883,000		$	883,000

Assuming full conversions:
			Three months ended September 30, 2008		Year ended June 30, 2008
Note E	To adjust impact on interest income for conversion liability assuming full conversion
	Expense	Interest income	$	105,000	$	732,000

	Without Contingent Consideration						With Contingent Consideration
	Basic			Diluted			Basic			Diluted

Shares outstanding, June 30, 2008		9,794,400			9,794,400			9,794,400			9,794,400
Less:conversion shares as a liability		(2,413,319	)		(2,413,319	)		(2,413,319	)		(2,413,319	)
Shres assumed outstanding on maximum conversion		7,381,081			7,381,081			7,381,081			7,381,081

Conversion shares add-back assuming no conversion		2,413,319			2,413,319			2,413,319			2,413,319
Shares issued - merger consideration on closing		2,880,000			2,880,000			2,880,000			2,880,000
Fully diluted - before contingent consideration		12,674,400			12,674,400			12,674,400			12,674,400
Dilutive shares issuable based upon the application of the treasury stock method with respect to dilutive Alyst warrants outstanding					3,314,334						3,314,334

Shares issued - purchase price - contingent consideration								9,000,000			9,000,000
Assuming no conversion		12,674,400			15,988,734			21,674,400			24,988,734

Note Reference		H			H

Less conversion shares - assuming maximum conversion		(2,413,319	)		(2,413,319	)		(2,413,319	)		(2,413,319	)
Shares outstanding assuming maximum conversion, June 30, 2008		10,261,081			13,575,415			19,261,081			22,575,415

Note Reference		I			I

	Alyst		China Networks Media			Combined Company
	(in thousands, except per share data)

Number of ordinary shares outstanding upon consummation of the merger:
Assuming no conversions (1)							12,674
Assuming conversion of 30% less one share (2)							10,261

Earnings (loss) per share - historical quarter ended September 30, 2008
Basic	$	0.11	$	0.99
Diluted	$	0.09	$	0.76

Earnings (loss) per share - proforma quarter ended September 30, 2008
Assuming no conversion (1)
Basic						$	(0.57	)
Diluted						$	(0.46	)
Assuming conversion of 30% less one share (2)
Basic						$	(0.71	)
Diluted						$	(0.55	)

Earnings (loss) per share - historical year ended June 30, 2008
Basic	$	0.01	$	(0.11	)
Diluted	$	0.01	$	(0.08	)

Earnings (loss) per share - proforma year ended June 30, 2008
Assuming no conversion (1)
Basic						$	(0.31	)
Diluted						$	(0.25	)
Assuming conversion of 30% less one share (2)
Basic						$	(0.45	)
Diluted						$	(0.34	)

Book value - historical September 30, 2008	$	45,550	$	30,606
Book value - proforma September 30, 2008
Assuming no conversion (1)						$	111,469
Assuming conversion of 30% less one share (2)						$	92,523

Book value per share - historical September 30, 2008	$	3.59	$	2.41
Book value per share- proforma September 30, 2008
Assuming no conversion (1)						$	8.79
Assuming conversion of 30% less one share (2)						$	9.02

	Common Stock				Warrants				Units
	High		Low		High		Low		High		Low
	(US$)
2007
Second Quarter*		–		-		-		-		8.03		8.03
Third Quarter*		7.35		7.20		0.90		0.72		8.17		7.77
Fourth Quarter		7.30		7.20		0.76		0.52		8.00		7.68
2008
First Quarter		7.43		7.22		0.73		0.25		7.90		7.45
Second Quarter		7.53		7.27		0.60		0.25		7.93		7.48
Third Quarter		7.70		7.30		1.07		0.29		8.80		7.57
Fourth Quarter		7.55		7. 00		0.45		0.01		7.60		6.91
2009
First Quarter (throught January 22)		7.61		7.45		0.07		0.02		7.50		7.35

	Securities in which named individual has a pecuniary interest					Value of such securities as of January 22, 2009 ($)				Aggregate Initial Purchase Price of Securities ($)				Gain on Securities as of January 21, 2009
Name	Shares			Units		Shares		Units		Shares		Units		($)
Dr. William Weksel		362,500	(1)		0		2,733,250		0		5,178.57		0		2,728,071.43
Robert A. Schriesheim		362,500	(1)		0		2,733,250		0		5,178.57		0		2,728,071.43
Robert H. Davies		362,500	(1)(2)		0		2,733,250		0		5,178.57		0		2,728,071.43
Michael E. Weksel		362,500	(1)(3)		0		2,733,250		0		5,178.57		0		2,728,071.43
Paul Levy		90,000	(1)		0		678,600		0		1,285.71		0		677,314.29
Matthew Botwin		30,000			0		226,200		0		428.57		0		225,771.43

	No Conversion					Maximum Conversion
	# of shares		Percentage of ownership			# of shares		Percentage of ownership

Alyst initial stockholders		1,750,000		13.8	%		1,750,000	17.1		%
Alyst former public stockholders		8,044,400		63.5	%		5,631,081		54.9	%
Former shareholders of China Networks Media		2,880,000		22.7	%		2,880,000		28.1	%
Officers and Directors of CN Holdings (1)		2,045,000		16.1	%		2,045,000		19.9	%

Total ownership		12,674,400					10,261,081

Provision	Alyst	CN Holdings

Authorized Capital/Shares	31,000,000 shares, of which 30,000,000 are shares of common stock, $.0001 par value per share, and 1,000,000 are shares, of preferred stock, par value $.0001 per share	75,000,000 shares, of which 74,000,000 are ordinary shares, with $.0001 par value per share, and 1,000,000 are preferred shares of $.0001 par value per share

Par Value	Stated in U.S. dollars	Same as Alyst

	Changes in capital generally require stockholder approval	Changes in number of shares company may issue may, subject to the constitutional documents, be made by resolution of shareholders or directors

Preferred Shares	Directors may fix the designations, powers, preferences, rights, qualifications, limitations and restrictions by resolution	Same as Alyst, but preferred shares must be authorized in the Amended and Restated Memorandum and Articles of Association and the rights attaching to such shares set out in the Memorandum of Association

Registered Shares	Shares of capital stock of Alyst to be registered shares	Same as Alyst

Purpose of Corporation	To engage in any lawful act not prohibited by law	To carry on or undertake any business activity irrespective of corporate benefit and not prohibited by law

Amended and Restated Certificate of Incorporation/ Amended and Restated Memorandum and Articles of Association	Requires stockholder vote and, except in limited circumstances, by the board of directors	Requires vote of the shareholders or, as permitted by the Act and the Amended and Restated Memorandum of Association, by resolution of the board of directors only where such amendment is required to provide for the rights conferred by preferred shares on their holders pursuant to the Amended and Restated Memorandum and Articles of Association

Registered Office	c/o National Corporate Research, Ltd. 615 DuPont Highway Dover, Delaware 19901	Maples Corporate Service (BVI) Limited of Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands

	2005		2006		2007		2008E	2009E	2010E
Advertising Spending: ($ million)
TV		4,670		5,311		6,187	7,826	8,452	9,128
Newspapers & Magazines		3,693		4,426		5,152	6,094	6,385	7,343
Radio		511		752		876	1,074	1,181	1,287
Outdoor		1,655		1,890		2,202	2,678	3,348	3,850
Internet		535		927		1,606	2,618	3,553	4,598
Cinema		20		22		26	29	32	37
Total		11,084		13,327		16,049	20,319	22,951	26,243

Ranking	Channel	Rating (%)		Share (%)
1	CCTV General Channel		2.2		14.9
2	Yunnan TV City Channel(TV2)		1.8		12.2
3	Kunming TV General Channel		1.5		9.8
4	Kunming TV Movies Channel		0.8		5.6
5	CCTV-6		0.8		5.1
6	Yunnan TV Movies Channel(TV5)		0.8		5.0
7	CCTV-5		0.6		4.1
8	CCTV-3		0.6		4.0
9	CCTV-8		0.6		4.0
10	Yunnan TV Satellite Channel(TV1)		0.4		2.8

Channel	Source	Percentage (%) of revenue
General Channel	Advertising Agency		94.32%
	Direct Client		5.68%
Living Channel	Advertising Agency		86.59%
	Direct Client		13.41%
Entertainment Channel	Advertising Agency		98.86%
	Direct Client		1.14%
Economic Channel	Advertising Agency		26.06%
	Direct Client		73.94%
Movies Channel	Advertising Agency		90.04%
	Direct Client		9.96%
News Channel	Advertising Agency		61.30%
	Direct Client		38.70%