Exhibit 10.31

 

English Translation

 

Asset Purchase Agreement

 

October 9, 2009

 

Asset Purchase Agreement

 

By and among

 

Huiyou Digital (Shenzhen) Co., Ltd.

 

And

 

Shenzhen Kuailefeng Software Development Co., Ltd.

 











 

Asset Purchase Agreement

 

THIS ASSET PURCHASE AGREEMENT (“this Agreement”) is made and entered into as of October 9, 2009 by and between:

 

(1)         Huiyou Digital (Shenzhen) Co., Ltd. (hereinafter referred to as “Party A”), a foreign capital enterprise established in Shenzhen, PRC, having its legal address at 14D, Cuilan Building, North Dongmen Road, Luohu District, Shenzhen;

 

(2)         Shenzhen Kuailefeng Software Development Co., Ltd. (hereinafter referred to as “Party B”), a company limited established in Shenzhen, PRC, having its legal address at B702, Tian An Science Park Building, Chegongmiao, Futian District, Shenzhen

 

(In this Agreement, Party A and Party B are collectively referred to as the “Parties” and individually as a “Party”.)

 

WHEREAS,

 

(1)         Party A has applied to the competent authority to engage in the technology development and technical service of computer software and hardware, investment consultancy of industrial projects; technology development, wholesaling, imports and exports of digital products and mechanical equipment as well as relevant auxiliary business (excluding the commodities subject to state-run trade; handle application procedures according to related state regulations if the commodities are subject to quotas, license management and other special regulations);

 

(2)         Party B is a limited liability company established in Shenzhen and validly existing. Its business scope covers technology development and sale of computer software & hardware and communications equipment; computer graphic design, graphic design, corporate image planning, information consulting (excluding personnel intermediary services and other restricted items); information service business (only limited to mobile network information service business);

 

(3)         Party A agrees to purchase from Party B, and Party B agrees to transfer to Party A, the assets of Party B related to the R & D of mobile phone games and mobile phone application software, upon the terms set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained below, both parties hereby agree below:

 

1.               Definitions

 

Unless otherwise specified herein, whenever used herein, the following terms shall have the following meanings:

 

	
 
    	
“This   Agreement”
    	
 
    	
refers   to the main body of this Agreement and its annexes hereto;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Execution   Date”
    	
 
    	
refers   to the date of the formal execution of this Agreement indicated herein;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Purchased   Assets”
    	
 
    	
refers   to the assets and related intellectual property to be sold by Party B to   Party A hereunder, including software products, trademarks, domain names as   well as the business contracts and some long-term equity investments related   to such mobile phone game software (as set forth in Article 2);
    


 











 

	
 
    	
“Intellectual   Property”
    	
 
    	
refers   to (including but not limited to) all patents, utility models, trade dress,   copyrights, trademarks, domain names, software rights, inventions,   discoveries, expertise, know-how, processes, trade secrets, etc. and related   use rights, including media of any form relating to the above rights, e.g.   written descriptions, graphic designs, design drawings, documents, CDs, etc.,   any rights similar to the above rights, and any similar rights and assets   owned by Party B and relating to related businesses and Purchased Assets;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Domain   Name”
    	
 
    	
Refers   to all the 4 Domain Names managed and used by Party B;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Asset   Purchase”
    	
 
    	
Refers   to the purchase by Party A of Party B’s assets according to the provisions   herein;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Consideration”
    	
 
    	
Refers   to the consideration that Party A shall pay to Party B pursuant to the   provision of Article 4 herein;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Closing”
    	
 
    	
Refers   to the transfer and handover of Purchased Assets in accordance with the   provisions of Article 6 herein;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“Business   day”
    	
 
    	
Refers   to any day except Saturdays, Sundays and other days when banks are specified   by laws or authorized to close;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“PRC”
    	
 
    	
Refers   to the People’s Republic of China (for the purpose of this Agreement,   excluding Hong Kong Special Administrative Region, Macao Special   Administrative Region and Taiwan region, unless otherwise indicated by the   context);
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
“PRC   Laws”
    	
 
    	
shall   mean the laws, regulations, decrees or other legally binding documents   currently effective and to be implemented from time to time in the People’s   Republic of China, and unless otherwise provided for herein, shall mean the   amended or replaced laws, but excluding the laws and regulations of Hong Kong   Special Administrative Region, Macao Special Administrative Region and   Taiwan.
    


 

2.      Purchased Assets

 

2.1           It is agreed by the Parties that Party A will purchase from Party B and Party B will transfer to Party A, the following assets, upon the provisions contained herein:

 

2.1.1                               Fixed assets

 

Party B shall deliver to Party A all the fixed assets related to research and development of mobile phone games and mobile phone application software. The list of the above fixed assets is set forth in Annex 1 hereto.

 

2.1.2                               Intellectual Property

 

Party B confirms that all the Intellectual Property owned by Party B (for the detailed list of Intellectual Property, please see Annex 2 hereto) relating to mobile phone games and mobile phone application software business include but are not limited to:

 

(1)  Software products

 

a) The six software copyrights owned by Party B and granted with computer software

 











 

copyright registration;

 

b)     Software products owned by Party B for which research and development work has been completed and for which Party B is applying for software copyrights or for which Party B has not applied for software copyrights; software products purchased by Party B from third parties; software databases involving mobile phone games and mobile phone applications; all other information or data in written, electronic or any other forms.

 

(2) Trademarks

 

The three “KKFUN快乐风” trademarks for which Party B has applied for registration, but such application has not been approved.

 

(3) Domain names

 

Party B acknowledges that it currently manages and uses the following 4 domain name over which Party B has no ownership:

 

a) www.kkfun.com

 

b) www.kkfun.com.cn

 

c) www.kkfun.cn

 

d) www.kkfun.net

 

(4)             Other Intellectual Property

 

Other Intellectual Property owned by Party B or which Party B has the right to use, including but not limited to other trademarks, patents, expertise, computer software copyrights, designs, graphs, graphic markings (if any) and related system files, user files, product use manuals, flowcharts, charts, algorithms, other design documents, training manuals, program defects list, Q&A manuals or records of other user service questions and / or answers, or any other information relating to the use, operation, development, enhancement, maintenance, etc. of software.

 

2.1.3                                 Business contracts and business relationships

 

(1)             Party B agrees to endeavor to transfer all of its business contracts to Party A. Such business contracts include but are not limited to all agreements that are being performed, that are signed but not performed, that are to be signed and that are performed or expired but pending renewal. Specific transfer means: the new business contracts that Party B prepares to sign are directly signed by relevant parties; other business contracts are transferred to Party A after consent is obtained from other parties to such contracts.

 

For the list of the above business contracts that Party B is performing or has signed but is not performing, please see Annex 3 hereto.

 

(2)             Party B agrees to follow the provisions herein in transferring all of its customer resources and business partnerships to Party A.

 

2.1.4 Long-term equity investment

 

Party B holds 70% equity interests in Shenzhen TianshiJincheng Network Technology Co., Ltd.

 

2.2          Party B hereby confirms and warrants that the Purchased Assets transferred to Party A already include all

 











 

the assets owned by Party B. If Party B owns other assets (including but not limited to other Intellectual Property) within the scope of Purchased Assets as agreed under Article 2 herein), such assets still belong to the Purchased Assets hereunder. Party B shall follow the terms and conditions specified herein in transferring all of such assets to Party A and the consideration for Party B to transfer such assets are still included in the consideration as agreed in Article 4 herein.

 

2.3           Party B agrees to provide Party A (or its designee) all the assistance needed by Party A for all the matters involving the protection and implementation of related Purchased Assets, including but not limited to signing all related documents for proving the related rights owned by Party A.

 

2.4           The Parties agree that the 80% equity held by Party B in Shenzhen Xinjidi Science & Technology Co., Ltd. is not included in the scope of the present asset purchase. Party B undertakes to transfer all such equity to the other Party before December 31, 2009.

 

3.      Staff Placement

 

3.1           In order to ensure that businesses related to the Purchased Assets are smoothly operated by Party A after acquisition is completed, Party A agrees to take over the staff of Party B as listed in Annex 4 hereto according to the provisions herein (if the staff listed in Annex 4 hereto change after the conclusion hereof and before Closing of assets Party A and Party B shall separately negotiate and determine this issue); Party B is responsible for following the provisions herein in arranging the above-mentioned staff for accepting the employment notices of Party A and working at Party A. At the same time, Party B hereby warrants that it will not solicit, seduce or otherwise make any of the above-mentioned staff refuse to work for Party A nor will it attempt to do so.

 

3.2           Party B shall terminate labor contracts with Party B’s staff listed in Annex 4 hereto by December 31, 2009. Party B ensures Party B’s shareholders and officers (i.e. Xiao Jian, Ma Zhiqiang, Zhang Zhigang, Han Jiqin and GaoLinhui) sign with Party A the labor contracts, confidentiality agreements and non-competition agreements on the date hereof. In principle, Party B shall ensure that Party B’s key employees sign new labor contracts and confidentiality agreements with Party A or any other third party designated by Party A before November 30, 2009 (if such employees refuse to do so, Party B shall explain the reasons to Party A); Party B’s ordinary employees will sign labor contracts and confidentiality agreements with Party A on the basis of freewill.

 

Party B shall ensure that Party B’s former employees temporarily not establishing employment relationship with Party A will provide labor service for Party A according to Party A’s instructions before they establish employment relationship with Party A.

 

3.3           Party A will observe the PRC laws and regulations and this Agreement in signing new labor contracts and confidentiality agreements with relevant staff as listed in Annex 4 hereto. After the new employment relationships take effect, Party A will be responsible for paying the above-mentioned staff’s salaries and remunerations and employee welfares and expenses as provided for in relevant laws and labor contracts. Before the new employment relations take effect, the same shall be borne by Party B.

 

3.4           It is hereby confirmed by Party B that, as employer, it has performed all the obligations for the staff listed in Annex 4 hereto as specified in the PRC laws, regulations and labor contracts. As of the date hereof, there is no pending or threatened labor dispute, arbitration or lawsuit. If any of above-mentioned staff raises any objection, arbitration or litigation in respect of the labor dispute occurring before working for Party A, Party B confirms that such issues shall be fully borne by Party B and unrelated to Party A.

 











 

4. Consideration

 

4.1           Amount of consideration: the Parties agree to determine the consideration of the Purchased Assets in Article 2.1 with the book value of the Purchased Assets as of August 31, 2009 as the reference. Through negotiations, the Parties agree that Party A pays Party B RMB 400,000 as the consideration for the purchase of the assets from Party B.

 

4.2           Preconditions for payment: the Parties agree that Party B will begin to pay the consideration to Party A after Party A confirms that Party B meets all the Closing conditions.

 

4.3           Method of payment: the Parties agree that the whole consideration will be paid in two installments, specifically below:

 

(1)         Within 15 working days after all the Closing conditions are fulfilled, Party A shall pay Party B 30% of the consideration, i.e. RMB 120,000;

 

(2)         Before December 31, 2009, Party A shall pay up the remaining portion of the consideration to Party B, i.e. RMB 280,000.

 

4.4           Adjustment of consideration: the Parties agree that if the scope of the Purchased Assets changes or Party B fails to arrange the staff listed in Annex 4 hereto to be employed for Party A pursuant to the provisions herein, the amount of consideration mentioned in Article 4.1 shall be adjusted accordingly. For specific adjustment, refer to Article 8 below.

 

5. Closing Conditions

 

5.1 In order to consummate the Closing hereunder, the Parties agree that the Closing conditions are as follows:

 

(1)         Party B’s PRC legal counsel has conducted a legal due diligence investigation in respect of the ownerhship of the present Purchased Assets and issued a legal opinion reasoanbly satisfactory to Party A in respect of the ownership of the Purchased Assets;

 

(2)         Party B has obtained all the necessary authorizations, approvals and permits according to relevant PRC laws and regulations, its articles of association and other legal documents, and is approved to transfer the Purchased Assets;

 

(3)         Party B’s overseas shareholder has completed the procedures concerning equity transfer and shareholder change, i.e. Kehui Development Co., Ltd. has lawfully and effectively become Party B’s shareholder.

 

6. Closing of the Purchased Assets

 

6.1           It is agreed by the Parties that the Closing of the Purchased Assets is as follows:

 

6.1.1                             Party B shall deliver to Party A the carbon copies of fixed assets and their purchase agreements, orders, invoices, bills and all other ownership and price documents in electronic, written and other forms.

 

6.1.2                             Intellectual Property described in Article 2.1.2 (if applicable):

 

(1)             Software copyrights: for the six software copyrights owned by Party B and for which computer software copyrights have been registered and the three software for which Party B is applying for computer software copyrights, the Parties agree to sign related software copyrights transfer agreements and software copyright applicant modification agreements according to relevant PRC laws, handle modification registrations at the State Copyright Protection Center and other relevant approving authority and complete the legal formalities required for

 











 

changing the computer software copyright registration certificate owners and the software copyright applicants as Party A. Party B shall completely hand over to Party A other software products owned by or being developed by Party B and other software databases involving mobile phone games and mobile phone applications and all other information or data in written, electronic or other forms.

 

(2)             Trademarks: for the three trademarks “KKFUN快乐风” for which Party B has applied for registration but such application has not been approved yet, the Parties agree to enter into the registered trademark application right transfer agreements according to related PRC laws, handle transfer registration at the competent trademark authority and complete the procedures for changing the registered trademark applicant as Party A;

 

(3)             The Parties agree that Party B is responsible for obtaining the consent of domain name owners so that they sign the domain name owner change agreements with Party A.

 

6.1.3                             For the business contracts and business relationships described in Article 2.1.3 herein, Party B shall:

 

(1)             Be responsible for following the provisions herein in enabling the counter parties to business contracts to sign supplementary agreements with Party A for modifying the signing party as Party A and/or modifying transaction clauses or sign new business contracts with Party A, or directly sign business contracts with Party A;

 

(2)             Enable customers that have business partnerships with Party B to establish stable business relationships with Party A;

 

6.1.4                             For the long-term equity investment mentioned in Article 2.1.4, Party B shall complete the industrial and commercial change registration procedures of 70% equity of Shenzhen TianshiJincheng Network Technology Co., Ltd. before December 31, 2009 pursuant to the provisions herein.

 

6.2                   It is agreed by Party A and Party B that the above Closing is valid and irrevocable; that after completion of the above-mentioned Closing, Party A will become the legal owner of Purchased Assets and equities on and from October 1, 2009 and will fully own the possession, use, yield, disposal and other relevant legal rights regarding Purchased Assets and equities (unless otherwise specified herein), and Party B will no longer retain any ownership, intellectual property or any other property rights for the goodwill related to the assets or equities specified in Article 2 herein.

 

6.3                   The Parties shall exercise their best efforts to cause the fixed assets handover, handover of software codes of software products and relevant documents, signing of domain name owner change agreements, etc among the Closing matters mentioned in this Article to be completed before October 16, 2009; owner application change documents regarding six software copyrights, applicant change documents regarding three software copyrights, applicant change application documents regarding three trademarks and shareholder change application document regarding one long-term equity investment to be submitted to relevant competent authority before November 30, 2009. If not completed until then, Party A shall have the right to terminate this Agreement or waive the fulfillment by Party B of one or several Closing matters within the said term. In case of such waiver, the Parties may enter into a separate written agreement on the Closing contents and time.

 




 






 

7.      Further actions of Party A and Party B

 

7.1                   In order to complete the matters mentioned in Article 6.1 herein, the Parties shall actively cooperate with each other, including but not limited to signing and providing related documents, reaching related agreements, etc.

 

7.2                   Party B shall check all of its assets immediately after the signature hereof. If any related asset within the scope of Asset Purchase as agreed in Article 2 herein, Party B shall immediately notify Party A and transfer it to Party A according to the provisions herein.

 

7.3                   Party A shall have the right to, in its own discretion, transfer all or part of its rights and obligations hereunder to any third party. At that time, such third party shall enter into a supplementary agreement with Party B or enter into a new agreement. Party B undertakes that it will not make any objections and will not refuse to cooperate.

 

8.                  Consideration adjustment

 

8.1                   Circumstances for adjusting consideration

 

If agreed by Party A, the consideration may be adjusted accordingly when:

 

(1)         Any other asset that should be transferred among the Purchased Assets as agreed in Article 2 herein is discovered;

 

(2)         All or part of Purchased Assets cannot be completely delivered;

 

(3)         The persons listed in Annex 4 hereto are not arranged according to the provisions herein.

 

8.2                   Means for adjusting consideration

 

It is agreed by the Parties that, if any of the circumstances listed in Article 8.1 occurs, the Parties will separately negotiate according to the scope of actually Purchased Assets and select one of the following means for adjusting the amount of consideration:

 

(1)         Adjusting the amount of balance mentioned in Item (2) of Article 4.3 herein;

 

(2)         Party B will return the extra consideration to Party A.

 

9.      Representations, warranties and undertakings by the Parties

 

9.1                   Representations, warranties and undertakings by Party A

 

9.1.1                                 Party A is a corporate legal person lawfully established and existing and ensures that Party A is an entity legally qualified for acquiring the assets hereunder.

 

9.1.2                                 Party A has the right to execute this Agreement and perform all of its obligations hereunder. Upon execution, this Agreement will be legally binding on Party A.

 

9.1.3                                 Party A has obtained or will obtain all the necessary and valid authorizations for signing this Agreement, completing the transaction contemplated hereby, etc.

 

9.1.4                                 Neither the execution of this Agreement nor the performance of any of its obligations hereunder will violate any of its organizational documents or any laws, regulations, ordinances or any authorizations or approvals of any governmental organizations or departments.

 

9.1.5                                 Any of its warranties, representations and undertakings herein neither contains any untrue statement of material facts nor omit any material fact that is likely to make such statement misleading.

 











 

9.2                   Representations, warranties and undertakings by Party B

 

9.2.1                                 Party B is a corporate legal person legally established and existing and ensures that Party B is an entity legally qualified for acquiring the assets hereunder.

 

9.2.2                                 Party B has the right to sign this Agreement and perform all of its obligations hereunder. Upon being signed, this Agreement will be legally binding on Party B.

 

9.2.3                                 Neither signing this Agreement nor performing any of its obligations hereunder will violate any of its organizational documents or any laws, regulations, ordinances or any authorizations or approvals of any governmental organizations or departments.

 

9.2.4                                 Party B warrants that it legally owns the ownerships or use rights for all the Purchased Assets and further owns full and independent interests in and disposal rights for Purchased Assets. None of the assets to be sold hereunder will be subject to any guarantee in any form or to any right defects, contingent liabilities, third-party rights or other potential responsibilities or involve any dispute, arbitration or lawsuit specific to such assets, or limited by any other rights of refusal or similar rights. None of Party B’s possession, use, yield or disposal rights (incl. the transaction contemplated hereunder) for such Purchased Assets will infringe on any of the lawful rights of any third party or is questioned by or subject to any recourse of any third party. Party B’s selling Purchased Assets to Party A in accordance with the provisions herein will not be constrained by any right of refusal or any other right or limitation.

 

9.2.5                                 Party B warrants that none of the software copyrights uses any of third-party works, industrial markings or other intellectual achievements that are protected by intellectual property rights. In order to ensure the software copyrights involved in Purchased Assets are legally and effectively extended, Party B has provided and paid to relevant approving authorities relevant expenses in full.

 

9.2.6                                 Party B has truly, accurately and completely listed all the Intellectual Property owned thereby and relating to related businesses. Party B is the lawful owner or user of related Intellectual Property. If any third party in any form contributed to the research and development of any related intellectual property, Party B acknowledges that such contributions were completed on the entrustment of Party B and that Party B has made sufficient compensations for such contributions and that all the resulting Intellectual Property, rights or interests belong to Party B. At the same time, Party B warrants that no related intellectual property is (i) subject to any third-party right or (ii) restricted by any unregistered or unfinished transfer or any other disposal. Party B may freely dispose of the related Intellectual Property in the means specified herein and none of such disposals will breach any of Party B’s legal or contractual obligations. Party B has appropriately maintained related Intellectual Property, has timely applied for all applicable and renewable Intellectual Property and has delivered corresponding registration fees when related Intellectual Property expired. Party B’s rights attached to related Intellectual Property have not been questioned and have not been subject to any effective question or any threatening question or any circumstance that may result in questioning within 24 months before the execution of this Agreement. Neither Party B nor any related business will infringe or ever infringed on any third-party rights; no third party can declare any related intellectual property as invalid or unenforceable.

 

9.2.7                                 Party B has provided Party A with the true, comprehensive, accurate materials and information related to assets and there is no fact that is related to assets or may result in any material

 











 

adverse impact and is not disclosed to Party A. None of the representations, warranties and undertakings made by Party B herein, including all the documents provided Party B to Party A, contains any untrue representation of any major fact or misses any significant fact that may mislead any of such representations.

 

9.2.8                                 The complete and accurate list of Purchased Assets provided by Party B to Party A completely and accurately discloses all the information and data relating to its businesses or Purchased Assets, including the information and data that may influence Party A’s willingness to buy or accept Purchased Assets in accordance with this Agreement. Such information, data, documents and all the representations, warranties and undertakings made herein are true, complete, accurate and do not contain any false or misleading content. Party B does not conceal from Party A any reasonable information that should be disclosed to Party A.

 

9.2.9                                 As part of related businesses, Party B owns or holds all the valid rights and/or permits relating to the use or to transfer all the computer software and other information technologies necessary as Purchased Assets. In the past 24 months there has been no interruption, data loss or similar incident relating to any computer software or any other information technology. In related information technologies there is no and there will not be any defect that may produce significant negative impact on any related business. Related information technologies have the capabilities and performances to meet related business requirements.

 

10.    Undertakings by the Parties

 

10.1            Party A’s undertakings

 

10.1.1                          it will timely pay Party B the consideration for Purchased Assets in accordance with the provisions herein.

 

10.1.2                          it will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein.

 

10.2            Party B’s undertakings

 

10.2.1                          Party B will make and sign further actions, behaviors, issues and documents needed for performing the clauses herein so as to enable full achievement of all the expected objectives herein.

 

10.2.2                          Unless otherwise agreed by the Parties, Party B undertakes that on and from the Closing Date it will no longer, directly or indirectly, through any third party, associated company, affiliate or any other entity, engage in any business or activity that is similar to or competes with any of the businesses of Party A. At the same time, Party B commits that it will not (i) take any job in any competitor; (ii) directly or indirectly hold any interests in any competitor; (iii) influence or try to influence any customers, suppliers, employees, consultants or any other third parties that still have contractual or business relationships with Party A so as to terminate or suspend any of such contractual or business relationships or reduce supplied commodities or services; or (iv) solicit or try to solicit Party A or Party A’s employees or consultants. For the purpose of this article, the term “competitor” refers to any individual, company or other entity that engages in any business or activity that is similar to or competes with related businesses. For the specific undertakings of Party B, please see Annex 5 hereto.

 

10.2.3                          Party B hereby, irrevocably and unconditionally, to the maximum extent permissible by law,

 











 

assigns, transfers and delivers to Party A all the Intellectual Property and all the related rights, property rights and interests it owns in the world relating to mobile phone games and mobile phone application businesses. Party B hereby acknowledges that Party B will not retain any remaining right, ownership or interest for or in any of such Intellectual Property.

 

10.2.4                          If Party B, for any reason, fails to assign and/or transfer any of the rights, property rights and interests mentioned under this article or if any of such assignments and/ or transfers is not approved by or registered (if applicable) with any related governmental organizations, Party B hereby grants to Party A (or its designee) an exclusive, irrevocable, permanent and worldwide permit which can be used for free to reproduce, develop, create, modify, revise, improve, enhance, recompile, translate, create derivatives from, manufacture, market, issue, publish, distribute, sell, license, sub-license, transfer, assign, disseminate and use related intellectual property rights.

 

10.2.5                          Party B commits to take all reasonable preventive measures to maintain the confidential nature of confidential information (please see Article 12.1 herein) in Party B’s related Intellectual Property.

 

11.    Other expenses

 

11.1            Party B shall solely bear the income taxes and other related taxes and expenses payable as a result of selling the Purchased Assets and shall fully perform its tax-paying obligations.

 

11.2            Each of the Parties hereto shall bear all the application costs, handling charges and other expenses and expenditures arising out of or relating to negotiations, drafting or completing this Agreement and all the issues expected herein. The other stipulations between the Parties, if any, shall apply.

 

12.    Confidentiality

 

12.1            Each party hereto shall keep strictly confidential the negotiation and signing of this Agreement and the clauses contained herein and all the information, documents, data, etc. (collectively referred to as “confidential information” herein) of the other party known as a result of performing this Agreement. Unless mandatorily specified in relevant laws, regulations or related governmental departments, neither party shall by action or inaction enable third parties that do not bear the confidentiality obligation (except the Parties and authorized persons) to use such confidential information, or to use the confidential information while while not performing the obligations hereunder.

 

12.2            Party B has the obligation to enable all of its personnel (including the personnel listed in Annex 4 hereto and those not listed in Annex 4 but work for Party B) and Party B’s agents, associated companies, affiliates (including but not limited the employees, agents, consultants, etc. of such affiliates), legal advisors, financial consultants and other intermediary organizations related to the acquisition of Purchased Assets and their personnel to bear confidentiality obligation for confidential information. If any of the above-mentioned personnel breaches any of the confidentiality obligations, Party B shall be regarded as breaching its confidentiality obligation.

 

12.3            The confidentiality obligations specified herein for each party will survive the termination of this Agreement.

 

13. Force majeure

 

13.1            “Force majeure” means any event, state or circumstance or any combination thereof after the execution of this Agreement, partially or wholly, preventing or unavoidably delaying any Party from performing its

 











 

obligations hereunder to the extent that they are beyond the direct or indirect reasonable control of the affected Party and are reasonably unforeseeable and unpreventable after reasonable efforts when the affected Party signs this Agreement. Such events include but are not limited to flood, fire, drought, typhoon, earthquake and other natural disaster, traffic accident, strike, turmoil, riot, war (whether declared or not), acts or omissions of any governmental authorities and hacker attacks

 

13.2            The party claiming to be affected by a Force Majeure Event shall notify the other party of the occurrence of such Force Majeure Event in writing within the shortest possible time, and provide the other party with reasonable evidence for such Force Majeure Event and its duration by personal delivery or registered mail within fifteen (15) days after the occurrence of such Force Majeure Event. The party claiming that the Force Majeure Event has caused performance of its obligations hereunder impossible or impractical from an objective point of view is obligated to use all reasonable efforts to eliminate or mitigate the impact of such Force Majeure Event.

 

13.3            In the event that any Party or Parties hereto fail to perform their obligations hereunder due to a Force Majeure Event, the performance of such obligations shall be suspended for the duration of such Force Majeure Event. But force majeure event or its impact is terminated or eliminated, the Parties shall immediately resume the performance of the obligations hereunder. If any Party is unable to continue to perform this Agreement owing to force majeure and its impact, any Party shall have the right to terminate this Agreement.

 

14.    Liabilities for breach of agreement

 

14.1            If any of the following circumstances occurs, Party B will be regarded as having seriously defaulted and, in such a case, Party A has the right to immediately rescind this Agreement and request Party B to bear all the liabilities resulting from such default and compensate Party A for all the economic losses caused to Party A as a result, including but not limited to the litigation or arbitration expenses (including lawyers’ expenses) incurred as a result of lawsuits relating to such defaults or arbitration procedures.

 

(1)                     Party B hides from Party A any information on the Purchased Assets specified in Article 2 herein. Such information includes but is not limited to the scope, categories, quantities, value, registration, true statuses, etc. of Purchased Assets.

 

(2)                     All or part of the Purchased Assets delivered by Party B fails to conform to the provisions herein;

 

(3)                     Party B refuses to perform or fails to fully perform the delivery obligations specified in Article 6 herein.

 

(4)                     Party B breaches any of the provisions in Article 7.3 herein and does not agree to transfer or refuses to cooperate with Party A in transferring all or any part of the rights and obligations hereunder to third parties or change or changing the other party hereto to a third party, or sign or signing supplementary agreements or re-sign agreements with third parties.

 

14.2            Except as agreed above, after the signing of this Agreement, if either party directly or indirectly breaches, refuses to perform or incompletely performs any provision herein, or breaches any of its representations, warranties and undertakings herein, it shall be regarded as a default. In such a case, the non-breaching party may grant the breaching party a certain reasonable period during which the non-breaching party may request the breaching party to make remedies. If the breaching party fails to take any remedial actions within the above-said reasonable period of time, the non-breaching party shall have the right to rescind this Agreement and request the breaching party to bear all the resulting liabilities and to be responsible for all the economic losses caused by its default to the non-breaching party. Such economic

 











 

losses include the litigation or arbitration expenses (including lawyers’ expenses) incurred as a result of lawsuits relating to such defaults or arbitration procedures relating to such defaults. The total amount of such economic losses shall not exceed the losses that the breaching party foresees or should foresee that may be caused to the non-breaching party as a result of breaching this Agreement.

 

15.    Effectiveness

 

15.1            This Agreement will take effect on and from the date on which it is signed by the Parties’ legal representatives or authorized representatives and affixed with their respective company seals.

 

16.    Governing law and settlement of disputes

 

16.1            The effectiveness, interpretation, performance of this Agreement, settlement of disputes, etc. shall be governed by the laws of the People’s Republic of China.

 

16.2           Any dispute arising out of or relating to this Agreement, including but not limited to the conclusion, binding force, performance, interpretation, liabilities for breach of contract, revision and termination of this Agreement shall be settled by the Parties hereto through friendly negotiation. If no agreement is reached within 30 days after the occurrence of a dispute, it shall be submitted to the China International Economic and Traded Arbitration Commission (CIETAC) for arbitration in Beijing in accordance with the arbitration rules that are valid at that time. The arbitral award shall be final and binding on the Parties.

 

16.3            During negotiation for dispute settlement, except for the matters in dispute, the Parties shall continue to perform the other terms herein.

 

17.    Modification, cancellation and termination

 

17.1            Party B hereby irrevocably permits Party A to at its own discretion assign to any third party or change the other party hereto to the said third party for all or any part of its rights and obligations hereunder.

 

17.2            Unless otherwise agreed herein, no modification of this Agreement shall take effect before it is jointly negotiated by the Parties and a written agreement is reached by and between the Parties. If no agreement is reached, this Agreement will continue to be valid and effective.

 

17.3            It is unanimously agreed by the Parties that a written agreement may be signed for the purpose of rescinding this Agreement.

 

17.4            Either party may rescind this Agreement if

 

(1)                     The other party breaches any of the preconditions for the Closing specified in Article 5 herein;

 

(2)                     The other party commits one of the serious defaults as described in Article 14.1 herein.

 

 

17.5            The Parties may terminate this Agreement in writing.

 

18.    General

 

18.1            All the representations, warranties and undertakings made by each party hereto to the other party hereto are complete and true as of the date of signature. Each party confirms that the other party signs this Agreement on the basis of such statements and warranties and regards such statements and warranties as the preconditions for this Agreement. After this Agreement takes effect, if any party discovers any circumstance that is inconsistent with any of the representations, warranties and undertakings made by the other party, the former will immediately disclose such issue to the other party. Either party hereto

 











 

warrants to the other party to compensate the other party for all the losses, expenses, expenditures or other liabilities as a result of its breaching any of its representations, warranties and undertakings made to the other party.

 

18.2            Each of the representations, warranties and undertakings made by either party to the other party is separate and independent and, unless otherwise expressly stated herein, will not be prejudiced by any clause herein.

 

18.3            If any clause or any other provision herein becomes invalid, illegal or unenforceable according to relevant PRC laws, all other clauses and provisions herein shall remain fully valid and in force. When any clause or provision herein is judged as invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement and in an acceptable means honor the original intentions of the Parties as close as possible.

 

18.4            This Agreement is the entire agreement for all the contents involved herein and, together with all annexes hereto, constitutes the consistent representation for all the meanings of the Parties. This Agreement replaces all the oral and written intentions, expressions, understandings made by the Parties before the date of signature for this Agreement regarding the transaction contemplated herein.

 

18.5            Unless otherwise specified by law, if either party hereto fails to exercise or delays in exercising any of its right hereunder, it does not constitute any waiver of such right. Separately or partially exercising such rights does not hinder it from exercising any of its other rights, powers or privileges.

 

18.6            The headings of all paragraphs are for the convenience of reading only and do not influence the meanings or interpretations of this Agreement.

 

18.7            Unless otherwise indicated herein, references to articles, clauses and annexes are to the clauses and annexes herein.

 

18.8            Any notice required to be given or made hereunder shall be addressed at the following address and number by personal delivery, fax or registered airmail, unless any Party has given the other Party written notice of its changed address and number. Any such notice shall be deemed served, if sent by registered airmail, within 5 days after posting; or if delivered by personal delivery or transmitted by fax, on the next day. If the notice is transmitted by fax, its original shall be mailed by registered airmail or delivered by personal delivery to the other Party immediately after transmission.

 

To Party A:

 

Attn.: Executive Director

 

Address: 14D, Cuilan Building, North Dongmen Road, Luohu District, Shenzhen;

 

Email:         

 

To Party B: Ma Zhiqiang

 

Address: B702, TianAn Science Park Building, Chegongmiao, Futian District, Shenzhen

 

Email:       

 

18.9            The Parties may sign written supplementary agreements for this acquisition of assets and related issues. Any supplementary agreement shall have the same legal force and effect as this Agreement.

 

18.10     All the annexes hereto constitute an integral part hereof and have the same legal force and effect as this

 











 

Agreement.

 

18.11 This Agreement has two counterparts, one for each of Party A and Party B and both having the same legal force and effect.

 

(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

 









 

(No text in this page. Signature page to the Asset Purchase Agreement)

 

Party A: Huiyou Digital (Shenzhen) Co., Ltd.

 

	
Legal representative (or authorized representative):   
    	
/s/
    	
 
    
	
[affixed with company chop]
    
	
 
    
	
Party B: Shenzhen KUAILEFENG   Software Development Co., Ltd.
    
	
 
    
	
Legal representative (or authorized representative):   
    	
/s/
    	
 
    
	
[affixed with company chop]
    


 











 

Annex 1 Detailed List of Fixed Assets (as of August 31, 2009)

 

	
S/N
    	
 
    	
Name of fixed asset
    	
 
    	
Department
    	
 
    	
Date of purchase
    
	
Computers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1
    	
 
    	
Samsung Notebook R25
    	
 
    	
 
    	
 
    	
May 2007
    
	
2
    	
 
    	
IBMX61
    	
 
    	
Management Dept.
    	
 
    	
August 2008
    
	
3
    	
 
    	
IBMX61
    	
 
    	
Management Dept.
    	
 
    	
August 2008
    
	
4
    	
 
    	
Desktop PC
    	
 
    	
Financial Dept.
    	
 
    	
August 2008
    
	
5
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
6
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
7
    	
 
    	
Writing pad
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
8
    	
 
    	
IBMX61
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
9
    	
 
    	
Samsung Notebook R25
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
10
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
11
    	
 
    	
Samsung Notebook R25
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
12
    	
 
    	
IBMX61
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
13
    	
 
    	
IBMX61
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
14
    	
 
    	
IBMX61
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
15
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
16
    	
 
    	
IBMX61
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
17
    	
 
    	
Writing pad
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
18
    	
 
    	
IBMX31
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
19
    	
 
    	
IBMX31
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
20
    	
 
    	
IBMX31
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
21
    	
 
    	
M176
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
22
    	
 
    	
Toshiba
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
23
    	
 
    	
Desktop PC
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
24
    	
 
    	
Desktop PC
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
25
    	
 
    	
Samsung Notebook R25
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
26
    	
 
    	
IBMX61
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
27
    	
 
    	
IBMX61
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
28
    	
 
    	
Desktop PC
    	
 
    	
Networking Dept.
    	
 
    	
August 2008
    
	
29
    	
 
    	
IBMX31
    	
 
    	
Commercial Dept.
    	
 
    	
August 2008
    
	
30
    	
 
    	
Samsung Notebook R25
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
31
    	
 
    	
Lenovo R25
    	
 
    	
Single PC Dept.
    	
 
    	
August 2008
    
	
32
    	
 
    	
IBMX31
    	
 
    	
Shanghai Office
    	
 
    	
August 2008
    
	
33
    	
 
    	
IBMX61
    	
 
    	
Shanghai Office
    	
 
    	
August 2008
    
	
34
    	
 
    	
Computer
    	
 
    	
 
    	
 
    	
September 2008
    
	
35
    	
 
    	
IBMX31
    	
 
    	
Commercial Dept.
    	
 
    	
October 2008
    
	
36
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
October 2008
    
	
37
    	
 
    	
Computer
    	
 
    	
Single PC Dept.
    	
 
    	
January 2009
    


 











 

	
38
    	
 
    	
Desktop PC
    	
 
    	
Single PC Dept.
    	
 
    	
March 2009
    
	
39
    	
 
    	
PC
    	
 
    	
As per the list
    	
 
    	
March 2009
    
	
40
    	
 
    	
PC
    	
 
    	
As per the list
    	
 
    	
April 2009
    
	
41
    	
 
    	
PC
    	
 
    	
Xu Cheng
    	
 
    	
May 2009
    
	
42
    	
 
    	
PC
    	
 
    	
GaoLinhui
    	
 
    	
May 2009
    
	
43
    	
 
    	
PC
    	
 
    	
Lai Lili
    	
 
    	
May 2009
    
	
44
    	
 
    	
PC
    	
 
    	
Liu Zhidong
    	
 
    	
May 2009
    
	
45
    	
 
    	
PC
    	
 
    	
XuHongwei
    	
 
    	
May 2009
    
	
46
    	
 
    	
PC
    	
 
    	
Gong Ping
    	
 
    	
May 2009
    
	
47
    	
 
    	
5 PCs
    	
 
    	
As per the list
    	
 
    	
June 2009
    
	
48
    	
 
    	
1 PC
    	
 
    	
As per the list
    	
 
    	
June 2009
    
	
49
    	
 
    	
2 PCs
    	
 
    	
As per the list
    	
 
    	
June 2009
    
	
50
    	
 
    	
PC monitor
    	
 
    	
Liao Haiyan
    	
 
    	
June 2009
    
	
51
    	
 
    	
3 PCs
    	
 
    	
As per the list
    	
 
    	
June 2009
    
	
52
    	
 
    	
5 PCs
    	
 
    	
As per the list
    	
 
    	
June 2009
    
	
53
    	
 
    	
1 monitor
    	
 
    	
GaoLinhui
    	
 
    	
June 2009
    
	
54
    	
 
    	
1 PC
    	
 
    	
Commercial Dept.
    	
 
    	
July 2009
    
	
55
    	
 
    	
1 PC
    	
 
    	
Commercial Dept.
    	
 
    	
July 2009
    
	
56
    	
 
    	
1 PC
    	
 
    	
Tan Chongjun
    	
 
    	
July 2009
    
	
57
    	
 
    	
1 PC
    	
 
    	
Huang Minhui
    	
 
    	
July 2009
    
	
58
    	
 
    	
1 PC
    	
 
    	
Qin Wenli
    	
 
    	
July 2009
    
	
59
    	
 
    	
1 PC
    	
 
    	
Chen Jian
    	
 
    	
July 2009
    
	
60
    	
 
    	
1 PC
    	
 
    	
Wang Guojun
    	
 
    	
August 2009
    
	
61
    	
 
    	
1 PC
    	
 
    	
Xiao Jinwen
    	
 
    	
August 2009
    
	
Other electronic assets
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
62
    	
 
    	
Mobile phone
    	
 
    	
 
    	
 
    	
May 2007
    
	
63
    	
 
    	
2 air conditioners
    	
 
    	
 
    	
 
    	
October 2007
    
	
64
    	
 
    	
One Dell server
    	
 
    	
 
    	
 
    	
June 2008
    
	
65
    	
 
    	
One Dell server
    	
 
    	
 
    	
 
    	
September 2008
    
	
66
    	
 
    	
Two Dell servers
    	
 
    	
 
    	
 
    	
September 2008
    
	
67
    	
 
    	
Two Dell servers
    	
 
    	
 
    	
 
    	
September 2008
    
	
68
    	
 
    	
Router
    	
 
    	
 
    	
 
    	
February 2009
    
	
69
    	
 
    	
Exchange
    	
 
    	
 
    	
 
    	
February 2009
    
	
70
    	
 
    	
One Dell server
    	
 
    	
 
    	
 
    	
March 2009
    
	
71
    	
 
    	
One Dell server
    	
 
    	
 
    	
 
    	
May 2009
    
	
72
    	
 
    	
Camera for computer room
    	
 
    	
 
    	
 
    	
June 2009
    
	
73
    	
 
    	
Two exchanges
    	
 
    	
 
    	
 
    	
June 2009
    
	
74
    	
 
    	
One Santak UPS battery package
    	
 
    	
 
    	
 
    	
June 2009
    
	
75
    	
 
    	
Two server monitors
    	
 
    	
 
    	
 
    	
June 2009
    
	
Office assets
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
76
    	
 
    	
2 air conditioners
    	
 
    	
 
    	
 
    	
July 2008
    
	
77
    	
 
    	
4 air conditioners
    	
 
    	
 
    	
 
    	
August 2008
    


 











 

	
78
    	
 
    	
Office furniture
    	
 
    	
 
    	
 
    	
August 2008
    
	
79
    	
 
    	
One batch of office furniture
    	
 
    	
 
    	
 
    	
February 2009
    
	
80
    	
 
    	
One batch of office furniture
    	
 
    	
 
    	
 
    	
April 2009
    
	
81
    	
 
    	
3-in-1 printer
    	
 
    	
 
    	
 
    	
May 2009
    
	
82
    	
 
    	
One batch of furniture
    	
 
    	
 
    	
 
    	
August 2009
    
	
83
    	
 
    	
Air conditioner
    	
 
    	
 
    	
 
    	
August 2009
    


 











 

Annex 2 Detailed List of Intellectual Property

 

I. Software Products

 

1. Six software copyrights for which computer software copyrights have been registered

 

	
S/N
    	
 
    	
Software
   name
    	
 
    	
Number
    	
 
    	
Registration
   No.
    	
 
    	
Method of
   right
   acquisition
    	
 
    	
Scope of
   right
    	
 
    	
Date of
   initial
   release
    	
 
    	
Permit
   issuing
   date
    
	
1
    	
 
    	
Ultimate Mission game software V2.55
    	
 
    	
RuanZhuDengZi No.104035
    	
 
    	
2008SR16856
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
October 14,2007
    	
 
    	
August 22,2008
    
	
2
    	
 
    	
Magic Ball game software V2.55
    	
 
    	
RuanZhuDengZi No.104036
    	
 
    	
2008SR16587
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
May 21, 2007
    	
 
    	
August 22,2008
    
	
3
    	
 
    	
Dandan Great Escape game software V2.55
    	
 
    	
RuanZhuDengZi No.104037
    	
 
    	
2008SR16858
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
August 22,2007
    	
 
    	
August 22,2008
    
	
4
    	
 
    	
KKFUN Terror Island Escape game software V2.55
    	
 
    	
RuanZhuDengZi No.127077
    	
 
    	
2009SR00898
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
August 29,2008
    	
 
    	
January 6,2009
    
	
5
    	
 
    	
KKFUN Douwan game software V2.55
    	
 
    	
RuanZhuDengZi No.127629
    	
 
    	
2009SR01450
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
November 17,2008
    	
 
    	
January 8 2009
    
	
6
    	
 
    	
KKFUN Underground City Adventure game software V2.55
    	
 
    	
RuanZhuDengZi No.127628
    	
 
    	
2009SR01449
    	
 
    	
Original acquisition
    	
 
    	
All rights
    	
 
    	
May 19,2008
    	
 
    	
January 8,2009
    


 

2. Other Software Products

 

	
S/N
    	
 
    	
Proposed software name
    	
 
    	
Handover
    	
 
    	
Status
    
	
1

2

3
    	
 
    	
The Mummy   Returns

Air Adventure

Thought Reading   Decoding
    	
 
    	
Software code
    	
 
    	
R & D   work has been completed. Applying for software copyright registration.
    
	
4
    	
 
    	
Jindan Lottery   King
    	
 
    	
Software code
    	
 
    	
R & D   work has been completed. No application for software copyright registration   has been submitted.
    
	
5

6
    	
 
    	
Gold Miner

Underwater World
    	
 
    	
Software code,   transfer agreement
    	
 
    	
Right to use   software copyright purchased from third parties
    
	
7
    	
 
    	
Call of Duty
    	
 
    	
 
    	
 
    	
 
    


 











 

II. Trademarks under application for registration

 

	
Trademark
   name
    	
 
    	
Application
   No.
    	
 
    	
Category
    	
 
    	
Scope of registered
   commodities
    	
 
    	
Date of
   application
    	
 
    	
Agent
    	
 
    	
Remarks
    
	
 
    	
 
    	
7328844
    	
 
    	
9
    	
 
    	
Computer software (already recorded): computer game   software; computer peripherals; handheld phone; visual phone; telephone   repeater; communications equipment; complete-set handheld tools for   telephone; game machine connecting to display or monitor; computer program   (software can be downloaded)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
KKFUN快乐风
    	
 
    	
7328843
    	
 
    	
38
    	
 
    	
Information   transmission: telephone communications; computer-aided information and image   transmission; telephone communications; computer terminal communications;   telecom information; providing telecom connection service with global computer   network; providing user access service to global computer network (service   provider); providing telecom channel for telephone shopping; providing   database access service.
    	
 
    	
April 16,2009
    	
 
    	
Shenzhen Zhikeyou Patent & Trademark Firm
    	
 
    	
Trademark   registration under review
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
7329055
    	
 
    	
42
    	
 
    	
Computer software   design, computer software update, computer software upgrading, computer   software maintenance, computer software lease, computer system analysis,   conversion of tangible data and documents into electronic media, computer   software installation, computer software consulting, computer virus   prevention service
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

Annex 3 of List of Contracts Being Performed or Signed but Not Performed

 

1. Prefabrication technology cooperation agreements for mobile phone games/WAP video products

(1)    Royalty Mode

 

	
S/N
    	
 
    	
Contract name
    	
 
    	
Counterparty
    	
 
    	
Signing date & contract
   term
    	
 
    	
Remarks
    
	
1
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games and WAP Video   Products (Royalty Mode)
    	
 
    	
Shenzhen HuanyaHuixin   Information Consulting Co., Ltd.
    	
 
    	
20081025;

20081025 — 20101025
    	
 
    	
 
    
	
2
    	
 
    	
Built-in Cooperation   Agreement for Mobile Phone Terminals
    	
 
    	
Shenzhen   KemengtaiTechnology Co., Ltd.
    	
 
    	
20070821;

20070816 — 20080815
    	
 
    	
The valid term of   this Agreement has expired.
    
	
3
    	
 
    	
Agency Cooperation   Agreement for Mobile Phone Game Products
    	
 
    	
Shenzhen Bozhong   Communications Technology Co., Ltd.
    	
 
    	
20070428

20070401 - 20100331
    	
 
    	
 
    


 

(2)Sales Volume Mode

 

	
S/N
    	
 
    	
Contract name
    	
 
    	
Counterparty
    	
 
    	
Signing date &
   contract term
    	
 
    	
Remarks
    
	
1
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games and WAP Video   Products (Sales Volume Mode)
    	
 
    	
Shenzhen HuanyaHuixin   Information Consulting Co., Ltd.
    	
 
    	
20081025

20081025 - 20101025
    	
 
    	
 
    
	
2
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games and WAP Video   Products (Sales Volume Mode)(Contract No.: B-SZ-NEDAN-XUNRUI -XL20090407-012)
    	
 
    	
Shenzhen Xunrui   Communications Co., Ltd.
    	
 
    	
20090423

20090408 — 20120407
    	
 
    	
 
    
	
3
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume   Mode)(B-SZ-BOBO- MINGTANG-MT-20090401-078)
    	
 
    	
Shenzhen Xunrui   Communications Co., Ltd.
    	
 
    	
20090408

20090401 — 20120331
    	
 
    	
 
    
	
4
    	
 
    	
《Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume   Mode)(B-SZ-AVLIN-LONGYU-XL-20090323-074)
    	
 
    	
Shenzhen Longyu   Century Technology Co., Ltd.
    	
 
    	
20090324

20090323 — 20120322
    	
 
    	
 
    
	
5
    	
 
    	
《Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume   Mode)(B-SZ-BOBO-KEYUNTONG-XL-20090320-073)
    	
 
    	
Shenzhen Kerun   Communications Technology Co., Ltd.
    	
 
    	
20090320

20090320 — 20120319
    	
 
    	
 
    
	
6
    	
 
    	
《Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume   Mode)(B-BJ-LIQI-YIZHIXUN-XL-20090227-057)
    	
 
    	
Tianjin Yizhixun   Digital Technology Co., Ltd.
    	
 
    	
20090309

20080415 — 20110414
    	
 
    	
 
    
	
7
    	
 
    	
《Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume Mode)》   (B-SH-DAVID-BEISHANG-XL-20090212-047)
    	
 
    	
Shanghai   BeishangCommunications Technology Co., Ltd.
    	
 
    	
20090212

20090212 - 20100211
    	
 
    	
 
    
	
8
    	
 
    	
《Prefabrication   Technology Cooperation
    	
 
    	
Shanghai Fufeng
    	
 
    	
20090206
    	
 
    	
 
    


 











 

	
 
    	
 
    	
Agreement for Mobile   Phone Games (Sales Volume Mode)(B-SH-CHRIS-FUFENG-XL-20090204-043)
    	
 
    	
Information   Technology Co., Ltd.
    	
 
    	
20090204 — 20110203
    	
 
    	
 
    
	
9
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume Mode)   B-SH-DAVID-AOXUN-XL-20090204-044)
    	
 
    	
Shanghai Aoxun   Information Technology Co., Ltd.
    	
 
    	
20090219

20090204 — 20120203
    	
 
    	
 
    
	
10
    	
 
    	
Prefabrication   Technology Cooperation Agreement for Mobile Phone Games (Sales Volume Mode)   (B-SZ-ZMY-LINGXUNTONG-XL-20090106-035)
    	
 
    	
Shenzhen LingxunDashi   Co., Ltd.
    	
 
    	
20090106

20090106 — 20120105
    	
 
    	
 
    
	
11
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game (Contract No.:   B-SH-CHRIS-YITIAN-XL-20081224-027)
    	
 
    	
Shanghai Yitian   Communications Technology Co., Ltd.
    	
 
    	
20081226

20081225 - 20101224
    	
 
    	
 
    
	
12
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game (Contract No.:   B-SH-CHRIS-KUNLONG-XL-20081224-027)
    	
 
    	
Shanghai Kunlong   Communications Technology Co., Ltd.
    	
 
    	
20081224

20081224-20111223
    	
 
    	
 
    
	
13
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game (Contract No.:   B-SH-BARON-OFU-XL-20081219-024)
    	
 
    	
Shanghai   OufuCommunications Technology Co., Ltd.
    	
 
    	
20081219

20081219-20091218
    	
 
    	
 
    
	
14
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shanghai Chenger   Electronic Technology Co., Ltd.
    	
 
    	
20081103

20081028-20091028
    	
 
    	
 
    
	
15
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider
    	
 
    	
Shenzhen   XinglianqiaoTechnology Co., Ltd.
    	
 
    	
20081104

20081101-20111030
    	
 
    	
 
    
	
16
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shanghai Dechen   Electronic Technology Co., Ltd.
    	
 
    	
20081103

20081101-20091031
    	
 
    	
 
    
	
17
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Jiulongfu   Technology Development Co., Ltd.
    	
 
    	
20081013

20081013-20091013
    	
 
    	
 
    
	
18
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen   RuifengtongTechnology Co., Ltd.
    	
 
    	
20080905

20080904-20110904
    	
 
    	
 
    
	
19
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider
    	
 
    	
Shanghai Zhengze   Information Technology Co., Ltd.
    	
 
    	
20080902

20080828-20110828
    	
 
    	
 
    
	
20
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider
    	
 
    	
Shanghai Ruijiake   Communications Technology Co., Ltd.
    	
 
    	
20080916

20080904-20100903
    	
 
    	
 
    
	
21
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game - Enterprise Agent
    	
 
    	
Beijing Wudong Space   Media Technology Co., Ltd.
    	
 
    	
20080901

20080816-20100815
    	
 
    	
 
    
	
22
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Tangsi   Technology Co., Ltd.
    	
 
    	
20080825

20080822-20110822
    	
 
    	
 
    
	
23
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Jingwei   Technology Co., Ltd.
    	
 
    	
20080811

20080801-20110731
    	
 
    	
 
    
	
24
    	
 
    	
Cooperation Agreement   for Built-in Technology
    	
 
    	
Shanghai Jiexun
    	
 
    	
20080818
    	
 
    	
 
    


 











 

	
 
    	
 
    	
of Mobile Phone Game   -Mobile Phone Manufacturer or Solution Provider -Sales Volume Mode
    	
 
    	
Technology   Co., Ltd.
    	
 
    	
20080818-20110817
    	
 
    	
 
    
	
25
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Youxinda   Communications Co., Ltd.
    	
 
    	
20080708

20080705-20110705
    	
 
    	
 
    
	
26
    	
 
    	
Built-in Agency   Cooperation Agreement for Mobile Phone Games -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen YingshengChuangfu   Communications Development Co., Ltd.
    	
 
    	
20080604

20080531-20110530
    	
 
    	
 
    
	
27
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Beiyitong   Technology Co., Ltd.
    	
 
    	
20080526

20080527-20090526
    	
 
    	
 
    
	
28
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Sanmu   Communications Technology Co., Ltd.
    	
 
    	
20080510

20080510-20110509
    	
 
    	
 
    
	
29
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen ZhongheWeiye   Communications Co., Ltd.
    	
 
    	
20080423

20080423-20110422
    	
 
    	
 
    
	
30
    	
 
    	
Cooperation Agreement   for Built-in Technology of Mobile Phone Game -Mobile Phone Manufacturer or   Solution Provider -Sales Volume Mode
    	
 
    	
Shenzhen Huitong   Century Mobile Technology Co., Ltd.
    	
 
    	
20080313

20080313-20110312
    	
 
    	
 
    


 

(2) SMS and WAP charging channel cooperation agreements

 

	
S/N
    	
 
    	
Contract name
    	
 
    	
Counterparty
    	
 
    	
Signing date & contract
   term
    
	
1
    	
 
    	
SMS Channel Agency   Charging Cooperation Agreement
    	
 
    	
Beijing Wangxun   Online Technology Co., Ltd.
    	
 
    	
20090326; six months
    
	
2
    	
 
    	
SMS Channel Virtual   Operation Entrustment Agreement
    	
 
    	
Guangdong Xingmo   Network Technology Co., Ltd.
    	
 
    	
20090305; one year
    
	
3
    	
 
    	
SMS Charging Channel   Cooperation Agreement
    	
 
    	
Shenzhen Chuangshi   Interaction Technology Co., Ltd.
    	
 
    	
20090209

20090201-20110201
    
	
4
    	
 
    	
Network-wide Mobile   SMS Charging Channel Cooperation Agreement
    	
 
    	
Beijing   TailiNaiteCommunications Technology Co., Ltd.
    	
 
    	
20081121

20081120-20111119
    
	
5
    	
 
    	
China Unicom   Network-wide SMS Cooperation Agreement (CP-SMS-FC-0810-01)
    	
 
    	
Beijing   TailiNaiteCommunications Technology Co., Ltd.
    	
 
    	
20081008

20081001-20090931
    
	
6
    	
 
    	
SMS Charging Channel   Cooperation Agreement
    	
 
    	
Beijing Xingtianxia   Information Technology Co., Ltd.
    	
 
    	
20080908

20080818-20100818
    
	
7
    	
 
    	
SMS & WAP   Charging Channel Cooperation Agreement
    	
 
    	
Shenzhen   PuweiTechnology Co., Ltd.
    	
 
    	
20070607

20070601-20100531
    


 









 

Annex 4 List of Staff Placement

 

	
S/N
    	
 
    	
Name
    	
 
    	
Gender
    	
 
    	
Position
    	
 
    	
Date of
   employment
    	
 
    	
Term of labor
   contract
    	
 
    
	
Shareholders and   officers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1
    	
 
    	
Xiao Jian
    	
 
    	
Male
    	
 
    	
Supervisor and Overseas Commercial Center Officer
    	
 
    	
/
    	
 
    	
/
    	
 
    
	
2
    	
 
    	
Ma Zhiqiang
    	
 
    	
Male
    	
 
    	
Executive Director and CEO
    	
 
    	
20070514
    	
 
    	
/
    	
 
    
	
3
    	
 
    	
Zhang Zhigang
    	
 
    	
Male
    	
 
    	
Supervisor
    	
 
    	
/
    	
 
    	
/
    	
 
    
	
4
    	
 
    	
Han Jiqin
    	
 
    	
Male
    	
 
    	
CTO
    	
 
    	
20070613
    	
 
    	
20080613-20110612
    	
 
    
	
5
    	
 
    	
Gao Linhui
    	
 
    	
Male
    	
 
    	
CO-CTO and Department Manager
    	
 
    	
20080610
    	
 
    	
20090605-20120604
    	
 
    
	
Key employees
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6
    	
 
    	
MengJianqin
    	
 
    	
Female
    	
 
    	
Officer
    	
 
    	
20090901
    	
 
    	
20080901-20110830
    	
 
    
	
7
    	
 
    	
ZhengHuilan
    	
 
    	
Female
    	
 
    	
Cashier
    	
 
    	
20080901
    	
 
    	
20080901-20110830
    	
 
    
	
8
    	
 
    	
Tan Chongjun
    	
 
    	
Male
    	
 
    	
Senior Engineer
    	
 
    	
20090709
    	
 
    	
20090709-20100708
    	
 
    
	
9
    	
 
    	
Liang Yan
    	
 
    	
Female
    	
 
    	
VP and Product Department Officer
    	
 
    	
20080820
    	
 
    	
20090820-20120819
    	
 
    
	
10
    	
 
    	
Dai Jinwen
    	
 
    	
Male
    	
 
    	
VP
    	
 
    	
20081027
    	
 
    	
Flexible term
    	
 
    
	
11
    	
 
    	
Liu Qiuhua
    	
 
    	
Female
    	
 
    	
Officer
    	
 
    	
20070618
    	
 
    	
20090407-20120406
    	
 
    
	
12
    	
 
    	
Xiao Pengcheng
    	
 
    	
Male
    	
 
    	
Shanghai Commercial Officer
    	
 
    	
20080327
    	
 
    	
20090605-20120604
    	
 
    
	
Ordinary employees
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
13
    	
 
    	
Liao Haiyan
    	
 
    	
Female
    	
 
    	
Manager
    	
 
    	
20090531
    	
 
    	
20090531-20100530
    	
 
    
	
14
    	
 
    	
Xiang Jinru
    	
 
    	
Male
    	
 
    	
Manager
    	
 
    	
20090803
    	
 
    	
20090803-20110802
    	
 
    
	
15
    	
 
    	
Qin Wenli
    	
 
    	
Female
    	
 
    	
Financial Assistant
    	
 
    	
20090707
    	
 
    	
20090707-20100706
    	
 
    
	
16
    	
 
    	
Xiao Zuoju
    	
 
    	
Male
    	
 
    	
Performance Salary Manager
    	
 
    	
20090603
    	
 
    	
20090603-20100602
    	
 
    
	
17
    	
 
    	
Wang Huili
    	
 
    	
Female
    	
 
    	
HR Specialist
    	
 
    	
20090429
    	
 
    	
20090427-20090426
    	
 
    
	
18
    	
 
    	
He Jincan
    	
 
    	
Female
    	
 
    	
Administrative Assistant
    	
 
    	
20090303
    	
 
    	
20090303-20100302
    	
 
    
	
19
    	
 
    	
Song Liping
    	
 
    	
Female
    	
 
    	
Reception Desk Clerk
    	
 
    	
20090609
    	
 
    	
20090606-2-100608
    	
 
    
	
20
    	
 
    	
Gong Ping
    	
 
    	
Male
    	
 
    	
Intermediate Development Engineer
    	
 
    	
20080605
    	
 
    	
20090605-20120604
    	
 
    
	
21
    	
 
    	
Zhang Xibo
    	
 
    	
Male
    	
 
    	
Department Deputy Manager
    	
 
    	
20080605
    	
 
    	
20090605-20120604
    	
 
    


 











 

	
22
    	
 
    	
Wang Zhihui
    	
 
    	
Male
    	
 
    	
Senior Development Engineer
    	
 
    	
20090413
    	
 
    	
20090413-20100412
    	
 
    
	
23
    	
 
    	
He Zhongliang
    	
 
    	
Male
    	
 
    	
Senior Development Engineer
    	
 
    	
20090104
    	
 
    	
20090213-20100212
    	
 
    
	
24
    	
 
    	
XuHongwei
    	
 
    	
Male
    	
 
    	
Development Engineer
    	
 
    	
20090521
    	
 
    	
20090521-20100520
    	
 
    
	
25
    	
 
    	
ZhengYuxin
    	
 
    	
Male
    	
 
    	
Development Engineer
    	
 
    	
20090527
    	
 
    	
20090527-20100526
    	
 
    
	
26
    	
 
    	
Wu Xuejiao
    	
 
    	
Female
    	
 
    	
Development Engineer
    	
 
    	
20090618
    	
 
    	
20090615-20100614
    	
 
    
	
27
    	
 
    	
Ma Rui
    	
 
    	
Male
    	
 
    	
Department Manager
    	
 
    	
20080326
    	
 
    	
20090402-20120401
    	
 
    
	
28
    	
 
    	
Yuan Qingwei
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090311
    	
 
    	
20090311-20100311
    	
 
    
	
29
    	
 
    	
Qin Anguo
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090427
    	
 
    	
20090427-20100426
    	
 
    
	
30
    	
 
    	
Tian Liming
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090527
    	
 
    	
20090527-20100526
    	
 
    
	
31
    	
 
    	
Zhang Xiaohao
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090716
    	
 
    	
20090716-20100715
    	
 
    
	
32
    	
 
    	
Shi Shunwang
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090716
    	
 
    	
20090716-20100715
    	
 
    
	
33
    	
 
    	
QianJiaye
    	
 
    	
Male
    	
 
    	
Technical Support Engineer
    	
 
    	
20090720
    	
 
    	
20090720-20100719
    	
 
    
	
34
    	
 
    	
TuZhihui
    	
 
    	
Male
    	
 
    	
Software Engineer
    	
 
    	
20081021
    	
 
    	
20081021-20091020
    	
 
    
	
35
    	
 
    	
Liu Yanhua
    	
 
    	
Male
    	
 
    	
Software Engineer
    	
 
    	
20080325
    	
 
    	
20090605-20120604
    	
 
    
	
36
    	
 
    	
Liu Taohua
    	
 
    	
Female
    	
 
    	
Intermediate Software Engineer
    	
 
    	
20090320
    	
 
    	
20090320-20100320
    	
 
    
	
37
    	
 
    	
Wang Junwu
    	
 
    	
Male
    	
 
    	
Senior Software Engineer
    	
 
    	
20090427
    	
 
    	
20090427-20100426
    	
 
    
	
38
    	
 
    	
Long Zhiwu
    	
 
    	
Male
    	
 
    	
Senior Software Engineer
    	
 
    	
20090803
    	
 
    	
20090803-00100802
    	
 
    
	
39
    	
 
    	
Jiang Guojun
    	
 
    	
Male
    	
 
    	
Senior Software Engineer
    	
 
    	
20090808
    	
 
    	
20090808-20100807
    	
 
    
	
40 
    	
 
    	
Xi Zhe
    	
 
    	
Male
    	
 
    	
Senior Product Manager
    	
 
    	
20070401
    	
 
    	
20090402-20120401
    	
 
    
	
41 
    	
 
    	
Zhu Yuanyuan
    	
 
    	
Female
    	
 
    	
Test Supervisor
    	
 
    	
20080602
    	
 
    	
20090605-20120604
    	
 
    


 











 

	
42 
    	
 
    	
Lai Lili
    	
 
    	
Female
    	
 
    	
Test Specialist
    	
 
    	
20090427
    	
 
    	
20090427-20100426
    	
 
    
	
43 
    	
 
    	
Huang Minhui
    	
 
    	
Female
    	
 
    	
Art Design
    	
 
    	
20080717
    	
 
    	
20090701-20100630
    	
 
    
	
44 
    	
 
    	
Li Wang
    	
 
    	
Male
    	
 
    	
Senior Test Engineer
    	
 
    	
20081212
    	
 
    	
20081212-20091211
    	
 
    
	
45 
    	
 
    	
XuYinting
    	
 
    	
Female
    	
 
    	
Art Design
    	
 
    	
20080710
    	
 
    	
20090710-20120709
    	
 
    
	
46 
    	
 
    	
Wang Xue
    	
 
    	
Female
    	
 
    	
Product Planning
    	
 
    	
20090608
    	
 
    	
20090608-20100607
    	
 
    
	
47 
    	
 
    	
Zhao Shuangjiao
    	
 
    	
Female
    	
 
    	
Test Specialist
    	
 
    	
20090615
    	
 
    	
20090615-20100614
    	
 
    
	
48
    	
 
    	
Xiao Chunhui
    	
 
    	
Female
    	
 
    	
Test Specialist
    	
 
    	
20090701
    	
 
    	
20090701-20100630
    	
 
    
	
49 
    	
 
    	
Huang Peifeng
    	
 
    	
Male
    	
 
    	
Test Specialist
    	
 
    	
20090701
    	
 
    	
20090701-20100630
    	
 
    
	
50
    	
 
    	
Chen Jian
    	
 
    	
Male
    	
 
    	
Product Operation Manager
    	
 
    	
20090727
    	
 
    	
20090727-20100726
    	
 
    
	
51 
    	
 
    	
XieJiewen
    	
 
    	
Male
    	
 
    	
Planning Manager
    	
 
    	
20090805
    	
 
    	
20090803-20100802
    	
 
    
	
52 
    	
 
    	
Zhou Ting
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20080729
    	
 
    	
20090729-20120728
    	
 
    
	
53 
    	
 
    	
XuHui
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20080808
    	
 
    	
20080808-20110807
    	
 
    
	
54 
    	
 
    	
Zhu Donghai
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20071101
    	
 
    	
20081101-20101031
    	
 
    
	
55 
    	
 
    	
Huang Rong
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20080317
    	
 
    	
20090605-20120604
    	
 
    
	
56 
    	
 
    	
He Dan
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20080320
    	
 
    	
20090605-20210604
    	
 
    
	
57 
    	
 
    	
NingJiwei
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20081006
    	
 
    	
20081006-20111005
    	
 
    
	
58 
    	
 
    	
Liu Lai
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20080514
    	
 
    	
20080514-20110513
    	
 
    
	
59 
    	
 
    	
Liu Shuai
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20090304
    	
 
    	
20090304-20120303
    	
 
    
	
60 
    	
 
    	
Cai Wei
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20090304
    	
 
    	
20090801-20120731
    	
 
    
	
61 
    	
 
    	
Liu Junrong
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20090701
    	
 
    	
20090701-20120630
    	
 
    
	
62 
    	
 
    	
Zhang Hao
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20090703
    	
 
    	
20090703-20120702
    	
 
    
	
63 
    	
 
    	
Zhao Yunfeng
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20090703
    	
 
    	
20090703-20120702
    	
 
    
	
64 
    	
 
    	
Zhang Sheng
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20081016
    	
 
    	
20081016-20111015
    	
 
    
	
65 
    	
 
    	
Niu Hailing
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20090629
    	
 
    	
20090702-20120701
    	
 
    
	
66 
    	
 
    	
Sha Ping
    	
 
    	
Male
    	
 
    	
Commercial Manager
    	
 
    	
20090702
    	
 
    	
20090702-20120701
    	
 
    


 











 

	
67 
    	
 
    	
Xiao Jinwen
    	
 
    	
Male
    	
 
    	
Commercial Officer
    	
 
    	
20090901
    	
 
    	
20090901-20100831
    	
 
    
	
68 
    	
 
    	
Wang Li
    	
 
    	
Female
    	
 
    	
Commercial Officer Assistant
    	
 
    	
20090622
    	
 
    	
20090622-20100621
    	
 
    
	
69 
    	
 
    	
Zhang Chao
    	
 
    	
Female
    	
 
    	
Commercial Manager
    	
 
    	
20090609
    	
 
    	
20090609-20110608
    	
 
    


 











 

Annex 5 Undertaking of Non-competition

 

To: Huiyou Digital (Shenzhen) Co., Ltd.

 

We hereby unconditionally and irrevocably commit that, during the existence (including legal extension) of your company, unless prior written consent has been obtained from your company, we will not separately or jointly, on behalf of any persons, firms or companies (enterprises, units), directly or indirectly, in the capacity of partner, consultant or agent, to develop, run or assist in running, participate or engage in any business that competes or may compete against the business run by your company in any regions either in or outside China, or hold any equity or interest in any companies or enterprises that compete or may compete against the business run by your company, or otherwise engage in any business that competes or may compete with the business run by your company.

 

On and from the date of signing this letter of commitment, except for business contracts that are difficult to transfer to your company pursuant to the provisions of the Asset Purchase Agreement signed by your company and us, we will no longer run any business that may compete against the business of your company. At the same time, we warrant that, when the conditions exist for transferring the above-mentioned business contracts to your company, we will offer immediately assistance to your company in reaching supplementary agreements with the counter parties to such business contracts so that your company will become a party to such business contracts or re-sign agreements with such counter parties. Also, starting from that moment, we will no longer engage in any of the businesses as agreed in such business contracts.

 

If your company transfers all or part of your company’s rights and/or obligations under the Asset Purchase Agreement according to the provisions therein, or changes any party thereto to a third party, we will perform the same undertaking herein to that third party and re-issue a letter of undertaking.

 

If any of the above undertaking is proved to be untrue or is not followed, we will indemnify your company for all the direct and indirect losses and bear the corresponding legal liabilities.

 

 

	
 
    	
Shenzhen KUAILEFENG   Software Development Co., Ltd.
    	
 

	
 
	
 
    	
 
    
	
 
	
 
    	
Legal representative   (or authorized representative): 
    	
/s/
    
	
 
	
 
    	
 
    
	
 
	
 
    	
[affixed with company   chop]
    
	
 
	
 
    	
 
    
	
 
	
 
    	
October 9, 2009