Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "
Termination Agreement ") is entered into as of December 12,
2008 (the " Effective Date ") between:
SHENZHEN NEW MEDIA CONSULTING CO., LTD., a
wholly-owned foreign enterprise incorporated under the laws of
China, located at 108-109 Jinglian Garden East Jingtian Road,
Futian District, Shenzhen, China (" Party A "),
and
SHANGHAI LONGCOM TELECOM CO., LTD., a domestic
capital investment company incorporated under the laws of China,
located at 11/A-B, Huijia Plaza, No. 41, North Caoxi Road, Xuhui
District, Shanghai, China. (" Party B "; Party A and Party B
to be referred to collectively as the " Parties
")
WHEREAS
, the Parties hereto are parties to
the operating and management agreement, dated as of December 13,
2007 (the " Operating and Management Agreement "), pursuant
to which, among other things, Party A paid RMB 40 million as a
deposit for the potential acquisition of Party B (the "
Deposit "); and
WHEREAS
, it is expected that Party B will
not be able to achieve its after-tax net income for the fiscal year
ending December 31, 2008 as promised by Party B to Party A, and
accordingly Party A has decided not to proceed to acquire Party B
pursuant to the Operating and Management Agreement. The Parties
have mutually agreed to terminate the Operating and Management
Agreement.
NOW THEREFORE
, in consideration of the foregoing
and the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the Parties hereby agree as
follows:
AGREEMENT
1.
Termination of the Operating and
Management Agreement .
The Parties hereby agree to terminate the Operating and Management
Agreement in its entirety as of the Effective Date, and the
Operating and Management Agreement shall be null and void and of no
further force or effect from and after the Effective Date.
Notwithstanding any provision of the Operating and Management
Agreement to the contrary, neither party shall have any further
obligations thereunder or with respect thereto, except as
specifically set forth herein.
2.
Effect of Termination
. As of the Effective Date, none of
Party A (or its affiliates, directors, officers, employees, agents
or other representatives), on the one hand, nor Party B (or its
affiliates, directors, officers, employees, agents or other
representatives), on the other hand, shall have any liability or
obligation to each other under the Operating and Management
Agreement, including, without limitation, the acquisition of Party
B by Party A.
3.
Employees of Party B
. The employment relationship
between any of Party B’s employee with Party A pursuant to
the Operating and Management Agreement shall be terminated as of
the Effective Date.
4.
Outstanding Securities Issued by
Party A . Any securities
issued by Party A to Party B
