EX-10.9



 Exhibit 10.9 

Exclusive Business Cooperation Agreement 

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on
August 5, 2014 in Shenzhen, the People’s Republic of China (“China” or the “PRC”). 
  

			
	Party A:	  	JPush Information Consultation (Shenzhen) Co. Ltd.
		
	Address:	  	Room 503, Block 7, Zhiheng Strategic Hi-tech Industrial Park, Nanshan District, Shenzhen
		
	Party B:	  	Shenzhen Hexun Huagu Information Technology Co. Ltd.
		
	Address:	  	Room 501, Block 7, Zhiheng Strategic Hi-tech Industrial Park, Nanshan District, Shenzhen.

 Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the
“Parties” collectively. 
 Whereas, 
  

	(1)	Party A is a wholly foreign owned enterprise established in China, and has the necessary resources to provide technical and consulting services; 


 

	(2)	Party B is a company established in China with exclusively domestic capital and is permitted to engage in the business of Internet information push service and related business by relevant PRC government authorities.
The businesses conducted by Party B currently and any time during the term of this Agreement are collectively referred to as the “Principal Business”; 

  

	(3)	Party A is willing to provide Party B with technical support, consulting services and other services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages
in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein. 


Now, therefore, through mutual discussion, the Parties have reached the following agreements: 

 

	1.	Services Provided by Party A 

  

	 	1.1	Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with comprehensive business support, technical services, consulting services and other services during the term of this
Agreement, in accordance with the terms and conditions of this Agreement, which may include all or part of services within the scope of Principal Business as determined by Party A from time to time, including but not limited to research and design
of computer software and hardware, development of internet technology and communication technology; technology transfer, technology consulting, technology services and technology training. 


 

	 	1.2	Party B agrees to accept all the services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly
accept the same or any similar services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter
into certain agreements described in Section 1.3 with Party B, to provide Party B with the services under this Agreement. 


  
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	 	1.3	Service Providing Methodology 

  

	 	1.3.1	Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further service agreements with Party A or any other party designated by Party A, which shall provide the
specific contents, manner, personnel, and fees for the specific services. 

  

	 	1.3.2	To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A
which shall permit Party B to use Party A’s relevant equipment or property based on the needs of the business of Party B. 

  

	 	1.3.3	Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets and business of Party B, to the extent permitted under PRC law,
at the lowest purchase price permitted by PRC law. The Parties shall then enter into a separate assets or business transfer agreement, specifying the terms and conditions of the transfer of the assets. 


 

	2.	The Calculation and Payment of the Service Fees 

 Both Parties agree that, with respect
to the services provided by Party A to Party B, Party B shall pay an annual service fee to Party A in the equivalent amount of certain percentage of Party B’s audited total operating income of such year. Detailed service fees shall be
determined by additional written agreement, and shall be paid upon Party A’s request. Party A may, without Party B’s consent, unilaterally adjust the service fees based on its own decision. 

 

	3.	Intellectual Property Rights and Confidentiality Clauses 

  

	 	3.1	Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to
copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance
and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such
intellectual property rights in Party A. 

  

	 	3.2	The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are
regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any
third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or
regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the
transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any
confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.



  
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	4.	Representations and Warranties 

  

	 	4.1	Party A hereby represents, warrants and covenants as follows: 

  

	 	4.1.1	Party A is a wholly foreign owned enterprise legally established and validly existing in accordance with the laws of China. 

  

	 	4.1.2	Party A has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and
performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation. 


 

	 	4.1.3	This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable against it in accordance with its terms. 


 

	 	4.2	Party B hereby represents, warrants and covenants as follows: 

  

	 	4.2.1	Party B is a company legally established and validly existing in accordance with the laws of China and has obtained and will maintain all permits and licenses for engaging in the Principal Business in a timely manner.


  

	 	4.2.2	Party B has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and
performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation. 


 

	 	4.2.3	This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms. 


 

	5.	Term of Agreement 

  

	 	5.1	This Agreement shall become effective upon execution by the Parties. Unless terminated in accordance with the provisions of this Agreement or terminated in writing by Party A, this Agreement shall remain effective.


  

	 	5.2	During the term of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of
the operation term of a Party if the application for renewal of its operation term is not approved by relevant government authorities. 

  

	 	5.3	The rights and obligations of the Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of this Agreement. 


  
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	6.	Governing Law and Resolution of Disputes 

  

	 	6.1	The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China. 


 

	 	6.2	In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an
agreement on the dispute within 30 days after either Party’s request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the South China International Economic and Trade
Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Shenzhen. The arbitration award shall be final and binding on both Parties. 


 

	 	6.3	Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to
exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. 

  

	7.	Breach of Agreement and Indemnification 

  

	 	7.1	If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any
other rights of Party A herein. 

  

	 	7.2	Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event. 

  

	 	7.3	Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by
Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. 


 

	8.	Force Majeure 

  

	 	8.1	In the case of any force majeure events (“Force Majeure”) such as earthquake, typhoon, flood, fire, flu, war, strikes or any other events that cannot be predicted and are unpreventable and unavoidable by the
affected Party, which directly or indirectly causes the failure of either Party to perform or completely perform this Agreement, then the Party affected by such Force Majeure shall give the other Party written notices without any delay, and shall
provide details of such event within 15 days after sending out such notice, explaining the reasons for such failure of, partial or delay of performance. 

  

	 	8.2	If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the
non-performance of its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume
performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other
Party. 


  
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	 	8.3	In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.


  

	9.	Notices 

  

	 	9.1	All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by
facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:


  

	 	9.1.1	Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices. 


 

	 	9.1.2	Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). 


 

	 	9.2	For the purpose of notices, the addresses of the Parties are as follows: 

  

			
	Party A:	  	JPush Information Consultation (Shenzhen) Co. Ltd.
	Address:	  	
	Attn:	  	
	Phone:	  	
	Fax:	  	
		
	Party B:	  	Shenzhen Hexun Huagu Information Technology Co. Ltd.
	Address:	  	
	Attn:	  	
	Phone:	  	
	Fax:	  	

  

	 	9.3	Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof 


 

	10.	Assignment 

  

	 	10.1	Without Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party. 


 

	 	10.2	Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any
consent from Party B for such assignment. 


  
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	11.	Severability 

 In the event that one or several of the provisions of this Agreement are
found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The
Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such
effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions. 
  

	12.	Amendments and Supplements 

 Any amendments and supplements to this Agreement shall be in
writing. The amendment agreements and supplementary agreements that have been signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement. 

 

	13.	Language and Counterparts 

 This Agreement is written in both Chinese and English
language in two copies, each Party having one copy. The Chinese version and English version shall have equal legal validity (In the event that the Parties have any different interpretations about the Agreement, the Chinese version shall prevail).

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 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this
Exclusive Business Cooperation Agreement as of the date first above written. 
  

					
	Party A:	  	 JPush Information Consultation (Shenzhen) Co. Ltd.

 
 Company seal: /s/ JPush Information Consultation (Shenzhen) Co. Ltd.

			
	By:	  	 /s/ Wang Xiaodao
	  	
	Name:	  	Wang Xiaodao	  	
	Title:	  	Legal Representative	  	

  

					
	Party B:	  	 Shenzhen Hexun Huagu Information Technology Co. Ltd.

 
 Company seal: /s/ Shenzhen Hexun Huagu Information Technology Co. Ltd.

			
	By:	  	 /s/ Wang Xiaodao
	  	
	Name:	  	Wang Xiaodao	  	
	Title:	  	Legal Representative