exv4w3w13






Exhibit 4.3.13




FIFTH SHAREHOLDERS AMENDMENT AGREEMENT




Dated 12 February 2010




This Fifth Amendment Agreement is entered into between the parties signing below (each a “Party”
and together “Parties”) in relation to a Shareholders Agreement dated 17 September 2004 as amended
by an Amendment Agreement dated 12 September 2007, a Second Amendment dated 30 November 2007, a
Third Amendment dated June 2008 and a Fourth Amendment dated 9 December 2009 and entered into
between the Parties (or their predecessors-in-title) (hereinafter “Shareholders Agreement”).



Terms and Expressions defined in the Shareholders Agreement shall, save where amended by the terms
of this Fifth Amendment Agreement, have the same meaning herein. References to clause numbers
shall mean the clause with such number in the Shareholders Agreement.



BACKGROUND





	(A)	 	The Shareholders Agreement was entered into to govern the terms of holding shares in the
Company whilst it was a private company.
	 
	(B)	 	Upon the date of this Fifth Amendment Agreement to the Shareholders Agreement the Company is
in the process of undertaking an initial public offering (the “Contemplating IPO”).
	 
	(C)	 	It is therefore the intention of the Parties to terminate the provisions of the Shareholders
Agreement upon the Contemplating IPO save insofar as is specifically provided for herein.





AGREEMENT




In consideration of the foregoing and of the mutual covenants and undertakings of the Parties, the
Parties have agreed that the following amendments shall apply to the Shareholders Agreement with
effect from the completion of the Contemplating IPO:




	1.	 	At Clause 1.1 the expressions “Business”, “ESOP”, “Fair Value”, “Incapacitating Event”,
“Nominee”, “Shareholding Percentage” and “Supermajority” shall be deleted together with their
corresponding meanings; and the definition of “Party” shall be superseded by the definition
thereof provided in the first paragraph of this Fifth Amendment Agreement).
	 
	2.	 	At Clause 2 “The Business”, Clause 3 “Rights of First Refusal”, Clause 4 “Co-Sale Right”,
Clause 5 “Drag-Along Right”, Clause 6 “Pre-emption Right”, Clause 7 “Board of Directors”,
Clause 8 “Directors”, Clause 9 “Shareholders Meeting”, Clause 10 “Administration”, Clause 11
“Director and Director Voting”, Clause 13 “Incapacitation of Shareholders”, Clause 14
“Finances”,




 









 












	 	 	Clause 15 “Stock Options”, Clause 16 “Dividend Policy and Reserves” Clause 17 “Event of
Default” and Clause 18 “Co-Operation” the text contained therein shall be deleted and each
shall be replaced with the words “Intentionally left blank”.
	 
	3.	 	At Clause 12:
	 
	3.1	 	All references to “Holders” shall be amended to “holders” and all references to “Registrable
Securities” shall be amended to “registrable securities”;
	 
	3.2	 	At Clause 12.1 (i) the words “In addition to the other rights of the Investors pursuant to
the Articles and/or herein contained with effect from the earlier of (i) the second
anniversary of the date hereof and (ii)” shall be deleted and substituted with the word
“Effective”.
	 
	3.3	 	At Clause 12.1 (iii), after the words “Prior to ...” the following words shall be deleted
“the earlier of (1) the second anniversary of the date hereof or (2)”; and
	 
	3.4	 	Clause 12.5 and 12.6 shall be deleted in their entirety.
	 
	4.	 	At Clause 20.13.2 the following wording shall be added:-
	 
	4.1	 	the address of Robert William Hong-San Yung shall be deleted and substituted with the
following:-
	 
	 	 	Address: 1F, 2 Briar Avenue, Happy Valley, Hong Kong
	 
	4.2	 	the address of Peter Bush Brack shall be deleted and substituted with the
following:
	 
	 	 	Address: House 29, Bella Vista, 15 Silver Terrace Road, Clearwater Bay, Hong Kong
	 
	5.	 	This Fifth Amendment Agreement shall be governed by and constructed in accordance with the
laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong
Kong”) and the Parties respectively submit to the non-exclusive jurisdiction of the Hong Kong
courts in respect of any dispute or claim resulting from the terms hereof.





Save as set out herein, the Shareholders Agreement shall remain in full force and effect and
unamended.





 









 










In witness whereof the Parties have executed this Fifth Amendment Agreement on the date
abovementioned.



	 	 	 	 	 	 	 
	SIGNED BY

	 	 	)	 	 	 
	Peter B. Brack

	 	 	)	 	 	/s/ Peter B. Brack
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	REDGATE MEDIA GROUP

	 	 	)	 	 	 
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ZHU YING

	 	 	)	 	 	/s/ Zhu Ying
	in the presence of Vidy

	 	 	)	 	 	/s/ Vidy
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	YIN YEE JENNY SHING

	 	 	)	 	 	/s/ Yin Yee Jenny Shing
	in the presence of Peter B. Brack

	 	 	)	 	 	/s/ Peter B. Brack
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PETER BUSH BRACK

	 	 	)	 	 	/s/ Peter B. Brack
	in the presence of Robert Yung

	 	 	)	 	 	/s/ Robert Yung
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JOHN PHEBY

	 	 	)	 	 	/s/ Paul John Pheby
	in the presence of Cherie Wan

	 	 	)	 	 	/s/ Cherie Wan
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JULIE CHRISTINE PETER

	 	 	)	 	 	/s/ Julie Christine Peter
	in the presence of Edward Mak

	 	 	)	 	 	/s/ Edward Mak






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK JR.

	 	 	)	 	 	/s/ Reginald Kufeld Brack Jr.
	in the presence of Barbara Brack

	 	 	)	 	 	/s/ Barbara Brack
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	AYAZ HATIM EBRAHIM

	 	 	)	 	 	/s/ Ayaz Hatim Ebrahim
	in the presence of Eung Yee Mon

	 	 	)	 	 	/s/ Eung Yee Mon
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Philip Henry Geier Jr.

FOR AND ON BEHALF OF

	 	 	)
)	 	 	/s/ Philip Henry Geier Jr.
	GEIER HOLDINGS LLC

	 	 	)	 	 	 
	in the presence of Juliana Mardones

	 	 	)	 	 	/s/ Juliana Mardones
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	REGINALD KUFELD BRACK III

	 	 	)	 	 	/s/ Reginald Kufeld Brack III
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	RUPERT JAMES PURSER

	 	 	)	 	 	/s/ Rupert James Purser
	in the presence of Jayne Purser

	 	 	)	 	 	/s/ Jayne Purser
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	PAUL JUSTIN HALLETT

	 	 	)	 	 	/s/ Paul Justin Hallett
	in the presence of Nick Fletcher

	 	 	)	 	 	/s/ Nick Fletcher






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	YANG CHA

	 	 	)	 	 	/s/ Yang Cha
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Jerry Sze

	 	 	)	 	 	/s/ Jerry Sze
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	ASIASTAR IT FUND, L.P.

	 	 	)	 	 	 
	in the presence of Chhe Sue

	 	 	)	 	 	/s/ Chhe Sue
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	LAU YAT FAN

	 	 	)	 	 	/s/ Lau Yat Fan
	in the presence of Pui Chi Lo

	 	 	)	 	 	/s/ Pui Chi Lo
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Ahmed Al-Saleh

	 	 	)	 	 	/s/ Ahmed Al-Saleh
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	UNI-ASIA LIMITED

	 	 	)	 	 	 
	in the presence of Barack

	 	 	)	 	 	/s/ Barack
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Tell Krum Laud Pres Kded

	 	 	)	 	 	/s/ Tell Krum Laud Pres Kded
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	HARMIR REALTY CO, LP

	 	 	)	 	 	 
	in the presence of Card Le Krumcaud

	 	 	)	 	 	/s/ Card Le Krumcaud






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Michael Steimberg

	 	 	)	 	 	/s/ Michael Steimberg
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	MICHAEL A.STEINBERG & CO., INC

	 	 	)	 	 	 
	PROFIT SHARING TRUST

	 	 	)	 	 	 
	in the presence of Michele Capobianco

	 	 	)	 	 	/s/ Michele Capobianco
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Ghazi Al-Nafisi

	 	 	)	 	 	/s/ Ghazi Al-Nafisi
	FOR AND ON BEHALF OF

	 	 	)	 	 	 
	SALHIA REAL ESTATE COMPANY)
	 	 	 	 	 	 
	K.S.C.

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	GHAZI AL-NAFISI

	 	 	)	 	 	/s/ Ghazi Al-Nafisi
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ANWER A.D.A. ALUSAIMI

	 	 	)	 	 	/s/ Anwer A.D.A. Alusaimi
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ABDULAZIA AL-NAFISI

	 	 	)	 	 	/s/ Abdulazia Al-Nafisi
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	JOHN PRIDJIAN

	 	 	)	 	 	/s/ John Pridjian
	in the presence of Queenie Yung

	 	 	)	 	 	/s/ Queenie Yung






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	John Pridjian

	 	 	)	 	 	/s/ John Pridjian
	FOR
AND ON BEHALF OF

	 	 	)	 	 	 
	SWAN STREET PARTNERS, LLP

	 	 	)	 	 	 
	in the presence of Queenie Yung

	 	 	)	 	 	/s/ Queenie Yung
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	ROBERT C. WRIGHT

	 	 	)	 	 	/s/ Robert C. Wright
	in the presence of Christine King

	 	 	)	 	 	/s/ Christine King
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	David Jenkins

	 	 	)	 	 	/s/ David Jenkins
	FOR
AND ON BEHALF OF

	 	 	)	 	 	 
	FATBOY CAPITAL, LP

	 	 	)	 	 	 
	in the presence of Drma Wersg

	 	 	)	 	 	/s/ Drma Wersg
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	MALCOLM JOHN JENNINGS

	 	 	)	 	 	/s/ Malcolm John Jennings
	in the presence of Ourer Dmbargs

	 	 	)	 	 	/s/ Ourer Dmbargs
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	L. Bertona T. Mory

	 	 	)	 	 	/s/ L. Bertona T. Mory
	FOR
AND ON BEHALF OF

	 	 	)	 	 	 
	SG PRIVATE BANKING (SUISSE) SA

	 	 	)	 	 	 
	in the presence of S. Naef

	 	 	)	 	 	/s/ S. Naef






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	J.-D. Braillard Walfgang Derungs

	 	 	)	 	 	/s/ J.-D. Braillard Walfgang Derungs
	FOR
AND ON BEHALF OF

	 	 	)	 	 	 
	HYPOSWISS PRIVATE BANK

	 	 	)	 	 	 
	GENÈVE SA

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	Louis R. Malikow

	 	 	)	 	 	/s/ Louis R. Malikow
	FOR
AND ON BEHALF OF

	 	 	)	 	 	 
	AVATAM, LLC.

	 	 	)	 	 	 
	in the presence of Melissa Salerno

	 	 	)	 	 	/s/ Melissa Salerno
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	FAHAD AL-MUTAWA

	 	 	)	 	 	/s/ Fahad Al-Mutawa
	in the presence of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	DELIN ZHU

	 	 	)	 	 	/s/ Delin Zhu
	in the presence of Ying Zhu

	 	 	)	 	 	/s/ Ying Zhu
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	FUJUN CHEN

	 	 	)	 	 	/s/ Fujun Chen
	in the presence of Ying Zhu

	 	 	)	 	 	/s/ Ying Zhu
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	CREG KEITH GREEVEY

	 	 	)	 	 	/s/ Creg Keith Greevey
	in the presence of Syxue Hong Susan

	 	 	)	 	 	/s/ Syxue Hong Susan






 









 






	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	NATHALIE ELIESCAUD

	 	 	)	 	 	/s/ Nathalie Eliescaud
	in the presence of Andre Euescaud

	 	 	)	 	 	/s/ Andre Euescaud
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	THE GLADIATOR FUND

	 	 	)	 	 	[company seal]
	in the presence of Seul Chan

	 	 	)	 	 	/s/ Seul Chan
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED BY

	 	 	)	 	 	 
	LOTUS EQUITY INCOME FUND LIMITED

	 	 	)	 	 	[company seal]
	in the presence of Seul Chan

	 	 	)	 	 	/s/ Seul Chan