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  Exhibit 4.24    
    


 
    Newtex Holdings Limited    
    


 
    Qiming Venture Partners II, L.P.    
    


 
    Qiming Venture Partners II-C, L.P.    
    


 
    Qiming Managing Directors Fund II, L.P.    
    


 
    Concord IX Venture Capital Co., Ltd.    
    


 
    Concord Consulting Inc.    
    


 
    Taomee Holdings Limited    
    


 
    and    
    


 
    Elyn Corporation    
    










  






 
    Share Transfer Agreement
  Dated as of November 25, 2011    
    










  






















































 
 

  INDEX    
    

 






							
	 1.
	 	 INTERPRETATION
	 	 	2	 
	 2.
	 	 TRANSFER OF SHARES
	 	 	

3	 
	 3.
	 	 REPRESENTATIONS AND WARRANTIES
	 	 	

3	 
	 4.
	 	 CLOSING
	 	 	

4	 
	 5.
	 	 POST COMPLETION EFFECT
	 	 	

5	 
	 6.
	 	 POST COMPLETION COVENANTS
	 	 	

5	 
	 7.
	 	 FURTHER ASSURANCE AND ASSISTANCE
	 	 	

5	 
	 8.
	 	 ENTIRE AGREEMENT
	 	 	

5	 
	 9.
	 	 NOTICES AND OTHER COMMUNICATIONS
	 	 	

5	 
	 10.
	 	 COSTS AND EXPENSES
	 	 	

6	 
	 11.
	 	 COUNTERPARTS
	 	 	

6	 
	 12.
	 	 GOVERNING LAW
	 	 	

6	 
	 13.
	 	 DISPUTE RESOLUTION. 
	 	 	

6	 
	 14.
	 	 AMENDMENTS
	 	 	

6	 
	 15.
	 	 SUCCESSORS AND ASSIGNS
	 	 	

6	 
	  SCHEDULE 1
	 	 	

1-A	 
	  SCHEDULE 2
	 	 	

2-A	 




 

 






 



































 


        THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered into as of
November 25, 2011 by and among  


	(1)
	Newtex Holdings Limited of Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin
Islands ("Newtex");



	(2)
	Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund
II, L.P., of 11400 SE Sixth Street, Suite 100 Bellevue, Washington 98004, USA (collectively "Qiming Funds");



	(3)
	Concord IX Venture Capital Co., Ltd. and Concord Consulting Inc., of 11F, 132 Min Sheng
E. Road, Sec 3, Taipei 10596, Taiwan (collectively "Concord" and each a "Concord Entity");



	(4)
	Taomee Holdings Limited of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands ("Taomee"); and



	(5)
	Elyn Corporation of Portcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay
Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Island, British West Indies ("Elyn"). 



 PRELIMINARY  


	(A)
	WHEREAS,
Taiwan Taomee Co., Ltd. ("Taiwan Taomee") currently has 3,874,560 issued and
outstanding ordinary shares, par value TWD 10, 100% of which is owned by Elyn;



	(B)
	WHEREAS,
Taiwan Taomee desires to increase its capital through the subscription and issuance of 1,500,000 ordianry shares, par value TWD 55;



	(C)
	WHEREAS,
pursuant to Corporate Laws of Taiwan and that certain board resolutions dated as of July 28, 2011 of Taiwan Taomee
("Taiwan Taomee Board Resolutions"), Elyn and certain employees of Taiwan Taomee are entitled to subscribe for 1,275,000 and 225,000, respectively, of
the new ordinary shares, representing 23.72% and 4.19% , respectively, of the outstanding shares of Taiwan Taomee upon the closing of the transactions contemplated in the Taiwan Taomee Board
Resolutions ("Completion");



	(D)
	WHEREAS,
Elyn desires to distribute ("Distribution") the rights to subscribe for and purchase such shares of
Taiwan Taomee and assign the rights and obligations under the Taiwan Taomee Board Resolutions to purchase such shares of Taiwan Taomee on a pro-rata basis to its shareholders pursuant to
the terms and conditions thereunder ("Elyn Subscription Rights");



	(E)
	WHEREAS,
Taomee owns 28.76% of the outstanding shares of Elyn as of Distribution and, upon Distribution, Taomee would be entitled to subscribe for and
purchase 366,690 ordinary shares of Taiwan Taomee, representing 28.76% of the Elyn Subscription Rights;



	(F)
	WHEREAS,
Newtex owns 10.24% of the outstanding shares of Elyn as of Distribution and, upon Distribution, Newtex would be entitled to subscribe for and
purchase 130,560 ordinary shares of Taiwan Taomee, representing 10.24% of the Elyn Subscription Rights;



	(G)
	WHEREAS,
Global Concept Corporation ("Global") owns 29.25% of the outstanding shares of Elyn as of
Distribution and, upon Distribution, Global would be entitled to subscribe for and purchase 372,937 ordinary shares of Taiwan Taomee, representing 29.25% of the Elyn Subscription Rights;



	(H)
	WHEREAS,
Full Fragrant Group Co., Ltd. ("Full Fragrant") owns 29.25% of the outstanding shares
of Elyn as of Distribution and, upon Distribution, Full Fragrant would be entitled to subscribe for and purchase 372,938 ordinary shares of Taiwan Taomee, representing 29.25% of the Elyn Subscription
Rights; 


1







 
	(I)
	WHEREAS,
certain employees of Elyn ("Elyn Employees") own 2.5% of the outstanding shares of Elyn as of
Distribution and, upon Distribution, they would be entitled to subscribe for and purchase 31,875 ordinary shares of Taiwan Taomee, representing 2.5% of the Elyn Subscription Rights;



	(J)
	WHEREAS,
Qiming Funds and Concord currently respectively own 726,089 and 107,251 outstanding shares of Newtex, which represent indirect interests in Elyn of
8.92% and 1.32%, respectively;



	(K)
	WHEREAS,
Newtex desires to repurchase from Concord all of its ordianry shares in Newtex ("Concord Existing
Interest") on terms and conditions set forth herein;



	(L)
	WHEREAS,
in connection therewith and as consideration therefor, Newtex desires to transfer to Concord, and Concord desires to accept from Newtex,
subscription rights and obligations associated therewith under the Taiwan Taomee Board Resolutions to purchase 68,287 ordinary shares of Taiwan Taomee ("Concord Subscription
Rights"), on terms and conditions set forth herein;



	(M)
	WHEREAS,
simultaneously with the closing of the repurchase of the Concord Existing Interest and the transfer of the Concord Subscription Rights
("Concord Closing"), Newtex desires to transfer to Taomee, and Taomee desires to accept from Newtex, 37,696 ordinary shares in Elyn (the
"Newtex Elyn Shares"), on terms and conditions set forth herein;



	(N)
	WHEREAS,
in connection therewith and as consideration therefor, Taomee desires to transfer to Newtex, and Newtex desires to accept from Taomee, rights to
purchase 28,672 ordianry shares of Taiwan Taomee and obligations associated therewith ("Newtex Subscription Rights"), on terms and conditions set forth
herein;



	(O)
	WHEREAS,
upon Concord Closing and the closing of the transfer of the Newtex Elyn Shares and the Newtex Subscription Rights ("Newtex
Closing"), Newtex desires to assign to Concord, and Concord desires to accept from Newtex, subscription rights and obligation associated therewith under the Taiwan Taomee Board
Resolutions to purchase 90,945 ordinary shares of Taiwan Taomee ("Newtex Assignment");



	(P)
	WHEREAS,
upon Newtex Assignment, Global, Full Fragrant, Concord and Taomee agree to contribute their subscription rights with respect to 372,937, 372,938,
90,945 and 338,018, respectively, of the ordinary shares of Taiwan Taomee to a new entity to be incorporated ("Newco"), in exchange for proportional
interests in Newco; and



	(Q)
	WHEREAS,
upon Completion, Newco, Concord and Elyn Employees agree to purchase 1,174,838, 68,287 and 31,875, respectively, of the ordinary shares of Taiwan
Taomee, representing 21.86%, 1.27% and 0.59%, respectively, of the outstanding shares of Taiwan Taomee. 



 IT IS AGREED AS FOLLOWS :  


1.     INTERPRETATION  


	1.1
	In
this Agreement, unless the context otherwise requires, the following expressions shall have the respective meanings set opposite thereto: 



"Closing Date" means the date on which the Concord Closing and the Newtex Closing takes place; 


"Encumbrance" means any mortgage, charge, pledge, lien, option, right to acquire, assignment by way of security, trust arrangement for the purpose of
providing security or any other security interest of any kind, including retention arrangements, any rights exercisable by third parties and any agreement to create any of the foregoing; 



2







 

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC; 


"PRC" means the People's Republic of China; and 


"TWD" means the legal currency of Taiwan.  



	1.2
	Any
reference to a Clause, sub-clause or Schedule (other than to a Schedule to a statutory provision) is a reference to a Clause or a
sub-clause or Schedule to this Agreement and the Schedules form part of and are deemed to be incorporated into this Agreement.



	1.3
	Words
denoting the singular number or the masculine shall include the plural or the feminine or neuter and vice versa.



	1.4
	Any
reference to an ordinance, statute, legislation or enactment shall be construed as a reference to such ordinance, statute, legislation or enactment as
may be amended or re-enacted from time to time and for the time being in force.



	1.5
	The
headings to the Clauses of this Agreement are for ease of reference only and shall be ignored in interpreting this Agreement. 



2.     TRANSFER OF SHARES  


	2.1
	Subject
to the terms and conditions set forth in this Agreement, Newtex agrees to repurchase from Concord, and Concord agrees to sell and transfer to Newtex
such number of the Concord Existing Interest as set forth against the Concord Entities in Schedule 1, Part A, free and clear of any and all Encumbrances, in exchange for the transfer of
the Concord Subscription Rights, plus TWD2,808,410 ("Concord Subscription Amount"), from Newtex to Concord, as set forth against the Concord Entities in
Schedule 1, Part B.



	2.2
	Subject
to the terms and conditions set forth in this Agreement, Newtex agrees to transfer to Taomee, and Taomee agrees to accept from Newtex the Newtex
Elyn Shares free and clear of any and all Encumbrances, in exchange for the transfer of Newtex Subscription Rights, plus TWD1,576,960 ("Newtex Subscription
Amount"), from Taomee to Newtex. 



3.     REPRESENTATIONS AND WARRANTIES  


	3.1
	Elyn
hereby represents, warrants and undertakes to each of its shareholders that each of the matters set out in Schedule 2, Part A (the
"Elyn Warranties") is true and correct in all respects as at the date of this Agreement and as at the Closing Date.



	3.2
	Each
of the Concord Entities, separately and jointly, hereby represents, warrants and undertakes to Newtex that each of the matters set out in
Schedule 2, Part B (the "Concord Warranties") is true and correct in all respects as at the date of this Agreement and as at the Closing
Date.



	3.3
	Newtex
hereby represents, warrants and undertakes to Concord that each of the matters set out in Schedule 2, Part C (the
"Newtex Warranties") is true and correct in all respects as at the date of this Agreement and as at the Closing Date.



	3.4
	Newtex
hereby represents, warrants and undertakes to Taomee that each of the matters set out in Schedule 2, Part D (the
"Newtex Warranties") is true and correct in all respects as at the date of this Agreement and as at the Closing Date.



	3.5
	Taomee
hereby represents, warrants and undertakes to Newtex that each of the matters set out in Schedule 2, Part E (the
"Taomee Warranties") is true and correct in all respects as at the date of this Agreement and as at the Closing Date. 


3







 
	3.6
	Each
of the transferees hereunder hereby separately represents, warrants and undertakes the transferors that each of the matters set out in
Schedule 2, Part F (the "Transferee Warranties") is true and correct in all respects as at the date of this Agreement and as at the
Closing Date.



	3.7
	Each
of the Warranties set out in each sub-paragraph of Schedule 2 hereto shall be separate and independent and save as expressly
provided shall not be limited by reference to any other sub-paragraph or anything in this Agreement or the Schedules hereto.



	3.8
	Each
party's rights in respect of each of the warranties set forth in Schedule 2 shall survive the Distribution, the Concord Closing, Newtex Closing,
as applicable, continue in full force and effect for two (2) years thereafter. 



4.     CLOSING  



The
Concord Closing and the Newtex Closing shall take place simultaneeously and shall take place at 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai
200233, People's Republic of China, the office of Taomee, or such other place as the parties to this Agreement may agree forthwith upon the execution of this Agreement by all parties, when all the
following conditions will have been met: 



	4.1
	The
execution and delivery of duly signed instruments of transfer for the repurcahse of the Concord Existing Interest by Newtex;



	4.2
	The
delivery of Concord's original share certificates to Newtex for the purpose of the cancellation of such share certificates and a copy of updated share
register of Newtex, as signed by a director of Newtex, reflecting the repurchase of Concord Existing Interest;



	4.3
	The
execution and delivery of a duly signed instrument of transfer for the transfer of the Newtex Elyn Shares to Taomee;



	4.4
	The
issuance of share certificates by Elyn and a copy of updated share register of Elyn, as signed by a director of Elyn, reflecting the transfer of Newtex
Elyn Shares to Taomee;



	4.5
	The
due execution and delivery of the authorizations of Concord, Newtex, Elyn, and Taomee of the transactions contemplated hereunder;



	4.6
	Each
of Newtex and Taomee shall respectively make payment for the Concord Subscription Amount and Newtex Subscription Amount payable by wire transfer in TW
dollars in immediately available funds to the accounts designated by Concord and Newtex, respectively.



	4.7
	The
due execution and delivery of the Taiwan Taomee Board Resolutions;



	4.8
	A
Taiwan legal opinion dated after the date hereof in form and substance reasonably satisfactory to Newtex, Concord and Taomee in relation to this
Agreement, including without limitation the validity of the transactions contemplated hereby and enforceability of this Agreement under Taiwan laws.



	4.9
	No
action shall have been taken or threatened, and no laws shall exist or have been enacted, promulgated or issued or deemed applicable to the transactions
contemplated hereby by any governmental authority that would (i) make the consummation of the transactions contemplated hereby illegal or substantially delay the consummation of any material
aspect of the transaction contemplated hereby, or (ii) render any party unable to consummate the transaction contemplated hereby. 


4







 

5.     POST COMPLETION EFFECT  



This
Agreement shall remain in full force and effect after and notwithstanding Concord Closing and Newtex Closing in respect of all obligations, agreements, covenants, undertakings, conditions,
representations or warranties which have not been done, observed or performed at or prior to Concord Closing and Newtex Closing and the parties may take action for any breach or
non-fulfilment of any of such obligations, agreements, covenants, undertakings, conditions, representations or warranties either before or after Concord Closing and Newtex Closing (whether
or not such breach or non-fulfilment may have been known to or discoverable by the Subscribers prior to Concord Closing and Newtex Closing), it being agreed that Concord Closing and Newtex
Closing shall not be deemed to constitute a waiver of or operate as an estoppel against any right to take any such action. 




6.     POST COMPLETION COVENANTS  


	6.1
	Upon
Concord Closing and Newtex Closing, Newtex undertakes to assign to Concord, and Concord undertakes to accept from Newtex, the Newtex Assignment as set
forth against the Concord Entities in Schedule 1, Part C, free and clear of any and all Encumbrances;



	6.2
	Upon
Newtex Assignment, Global, Full Fragrant, Concord and Taomee jointly and severally undertakes to contribute their subscription rights with respect to
372,937, 372,938, 90,945 and 338,018, respectively, of the ordinary shares of Taiwan Taomee to the Newco, in exchange for proportional interests in Newco.



	6.3
	Upon
Concord Closing and Newtex Closing, Newco, Concord and Elyn Employees jointly and severally undertakes to purchase 1,174,838, 68,287 and 31,875,
respectively, of the ordinary shares of Taiwan Taomee, representing 21.86%, 1.27% and 0.59%, respectively, of the outstanding shares of Taiwan Taomee. 



7.     FURTHER ASSURANCE AND ASSISTANCE  



The
parties to this Agreement shall do, execute and perform and shall procure to be done, executed and performed all such further acts, deeds, documents and things as the other party may reasonably
require from time to time effectively to give the other party the full benefit of this Agreement. 




8.     ENTIRE AGREEMENT  



This
Agreement, any agreement, document or instrument referred to herein among the parties hereto together constitute the entire agreement and understanding among the parties in connection with the
subject matter of this Agreement and supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and none of the
parties has relied on any such proposals, representations, warranties, agreements or undertakings. In the event of a conflict between the terms and conditions of this Agreement and any previous
proposals, representations, warranties, agreements or undertakings, the terms and conditions of this Agreement shall prevail. 




9.     NOTICES AND OTHER COMMUNICATIONS  



Any
and all notices required or permitted under this Agreement shall be given in writing in English and shall be provided by one or more of the following means and shall be deemed to have been duly
given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by
international courier 



5







 

service,
on the fourth (4th) Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such
courier service. 




10.   COSTS AND EXPENSES  



Each
party shall bear its own legal and professional fees, costs and expenses incurred in the negotiation, preparation and execution of this Agreement and all documents contemplated hereby. 




11.   COUNTERPARTS  



This
Agreement may be executed in counterparts and all counterparts together shall constitute one and the same document. 




12.   GOVERNING LAW  



This
Agreement is governed by and shall be construed in accordance with the laws of the State of New York, without regard to principles of conflict of Laws thereunder. 




13.   DISPUTE RESOLUTION.  



Any
dispute arising out of, in connection with or relating to, this Agreement shall be resolved through arbitration pursuant to this Section 13. The arbitration shall be administered by the
Hong Kong International Arbitration Centre (the "Centre" or "HKIAC") in accordance with the HKIAC
Procedures for the Administration of International Arbitration in effect at the time of the commencement of the arbitration. There shall be three (3) arbitrators. Each party to the dispute
shall choose one arbitrator. The Secretary General of the Centre shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. The award of the arbitration tribunal shall be
final and binding upon the disputing parties, and any party may apply to a court of competent jurisdiction for enforcement of such award. 




14.   AMENDMENTS  



This
Agreement may not be amended, modified or supplemented, except in a written agreement signed by each of the parties hereto. 




15.   SUCCESSORS AND ASSIGNS  



This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 



(Signature
page to follow) 


6









 







































        IN
WITNESS whereof the parties hereto have executed this Agreement the day and year first above written. 



					
	 	 	 NEWTEX HOLDINGS LIMITED
	

 	
 	
By:	
 	
/s/ JP GAN







 
	

 	
 	
Name:	
 	
JP Gan







 
	

 	
 	
Title:	
 	
 Director








 
	

 	
 	
 CONCORD IX VENTURE CAPITAL CO., LTD.
	

 	
 	
By:	
 	
/s/ CHOW PON-CHI








 
	

 	
 	
Name:	
 	
Chow Pon-chi







 
	

 	
 	
Title:	
 	
 Chairman







 
	

 	
 	
 CONCORD CONSULTING INC.
	

 	
 	
By:	
 	
/s/ CHOW PON-CHI







 
	

 	
 	
Name:	
 	
Chow Pon-chi







 
	

 	
 	
Title:	
 	
 Chairman







 
	

 	
 	
 ELYN CORPORATION
	

 	
 	
By:	
 	
/s/ WANG CHIN-PO







 
	

 	
 	
Name:	
 	
Wang, Chin-po







 
	

 	
 	
Title:	
 	
 Chairman







 
	

 	
 	
 TAOMEE HOLDINGS LIMITED
	

 	
 	
By:	
 	
/s/ BENSON HAIBING WANG







 
	

 	
 	
Name:	
 	
Benson Haibing Wang








 
	

 	
 	
Title:	
 	
 Chief Executive Officer and Chairman







 





7









 








































					
	 	 	 QIMING VENTURE PARTNERS II, L.P.,

a Cayman Islands exempted limited partnership
	

 	
 	
By:	
 	
QIMING GP II, L.P. a Cayman Islands exempted limited partnership
	

 	
 	
Its:	
 	
 General Partner
	

 	
 	
By:	
 	
QIMING CORPORATE GP II, LTD.

a Cayman Islands corporation
	

 	
 	
Its:	
 	
 General Partner
	

 	
 	
By:	
 	
/s/ ROBERT HEADLY







 
	 	 	Its:	 	 Managing Director
	

 	
 	
 QIMING VENTURE PARTNERS II-C, L.P.,

a Cayman Islands exempted limited partnership
	

 	
 	
By:	
 	
QIMING GP II, L.P. a Cayman Islands exempted limited partnership
	

 	
 	
Its:	
 	
 General Partner
	

 	
 	
By:	
 	
QIMING CORPORATE GP II, LTD. a Cayman Islands corporation
	

 	
 	
Its:	
 	
 General Partner
	

 	
 	
By:	
 	
/s/ ROBERT HEADLY







 
	 	 	Its:	 	 Managing Director
	

 	
 	
 QIMING MANAGING DIRECTORS FUND II, L.P., a Cayman Islands exempted limited partnership
	

 	
 	
By:	
 	
QIMING CORPORATE GP II, LTD.,

a Cayman Islands corporation
	

 	
 	
By:	
 	
/s/ ROBERT HEADLY







 
	 	 	Its:	 	 Managing Director





8









 



































 


        IN
WITNESS whereof the undersigned hereto acknowldgs and consents to this Agreement and the transactions contemplated herein on the day and year first above written. 



					
	 	 	 GLOBAL CONCEPT CORPORATION
	

 	
 	
 By:	
 	
/s/ HUNG YU-SHU







 
	 	 	Name:	 	Hung, Yu-shu







 
	 	 	Title:	 	 Chairman







 
	

 	
 	
FULL FRAGRANT GROUP CO., LTD.
	

 	
 	
 By:	
 	
/s/ LIN HUNG-CHUN







 
	 	 	Name:	 	Lin, Hung-chun







 
	 	 	Title:	 	 Chairman







 
	

 	
 	
 /s/ HUANG HSIN-KAI







 
	 	 	Name:	 	 HUANG, Hsin-Kai
	

 	
 	
 /s/ LEE PEI-MIN







 
	 	 	Name:	 	 LEE, Pei-Min
	

 	
 	
 /s/ CHU I-I







 
	 	 	Name:	 	 CHU, I-I





9









 







































 SCHEDULE 1

PART A

CONCORD EXISTING INTEREST  

 






					
	Transferor



 
	 	Number of

Newtex Shares

to Be

Repurchased 	 
	 Concord IX Venture Capital Co., Ltd. 
	 	 	75,076	 
	 Concord Consulting Inc. 
	 	 	32,175	 
	 	 	 	 
	 TOTAL
	 	 	107,251	 
	 	 	 	 




 

 1-A







 
 SCHEDULE 1

PART B

CONCORD SUBSCRIPTION RIGHTS AND AMOUNT  

 






								
	Transferee



 
	 	Number of

Taiwan

Taomee

Shares to Be

Subscribed 	 	CONCORD

SUBSCRIPTION

AMOUNT 	 
	 Concord IX Venture Capital Co., Ltd. 
	 	 	47,801	 	 	TWD1,965,891	 
	 Concord Consulting Inc. 
	 	 	20,486	 	 	TWD842,519	 
	 	 	 	 	 	 
	 TOTAL 
	 	 	68,287	 	 	TWD2,808,410	 
	 	 	 	 	 	 




 

 1-B







 
 SCHEDULE 1

PART C

NEWTEX ASSIGNMENT  

 






					
	Assignee



 
	 	Number of

Taiwan

Taomee

Shares to Be

Subscribed 	 
	 Concord IX Venture Capital Co., Ltd. 
	 	 	63,662	 
	 Concord Consulting Inc. 
	 	 	27,283	 
	 	 	 	 
	 TOTAL 
	 	 	90,945	 
	 	 	 	 




 

 1-C









 



































 



 
 

  SCHEDULE 2
  
    PART A
  
    ELYN WARRANTIES    
    


	1.
	Elyn
is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted.



	2.
	Elyn
has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other document or
agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and
any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by Elyn, this Agreement will constitute a valid and legally binding obligation of Elyn, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity
principles.



	4.
	The
execution, delivery and performance of this Agreement by Elyn does not and shall not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting Elyn;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which Elyn
is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which Elyn is a party or which is binding upon it or any of its assets.






	5.
	Elyn
is the sole beneficial owner of the Elyn Subscription Rights and has valid title to the Elyn Subscription Rights, free and clear of any and all
Encumbrances.



	6.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of Elyn will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which has not
already been secured or effected or will be secured or effected prior to the Closing Date. 


2-A







 
 
 

  PART B
  
    CONCORD WARRANTIES    
    


	1.
	Concord
Entity is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite
corporate power and authority to carry on its business as now conducted.



	2.
	Concord
Entity has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other
document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this
Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by Concord Entity, this Agreement will constitute a valid and legally binding obligation of Concord Entity, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and
to general equity principles.



	4.
	The
execution, delivery and performance of this Agreement by Concord Entity does not and shall not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting Concord Entity;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which
Concord Entity is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which Concord Entity is a party or which is binding upon it or any of its assets.






	5.
	Concord
Entity is the sole beneficial owner of the Concord Existing Interest and has valid title to the Concord Existing Interest, free and clear of any and
all Encumbrances.



	6.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of Concord Entity will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby
which has not already been secured or effected or will be secured or effected prior to the Closing Date. 


2-B







 
 
 

  PART C
  
    NEWTEX WARRANTIES    
    


	1.
	Newtex
is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted.



	2.
	Newtex
has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other document or
agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and
any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by Newtex, this Agreement will constitute a valid and legally binding obligation of Newtex, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity
principles.



	4.
	The
execution, delivery and performance of this Agreement by Newtex does not and shall not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting Newtex;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which
Newtex is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which Newtex is a party or which is binding upon it or any of its assets.






	5.
	Newtex
has valid title to the Concord Subscription Rights, free and clear of any and all Encumbrances, subject to the terms and conditions set forth in the
Taiwan Taomee Board Resolutions.



	6.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of Newtex will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which has
not already been secured or effected or will be secured or effected prior to the Closing Date. 


2-C








 
 
 

  PART D
  
    NEWTEX WARRANTIES    
    


	1.
	Newtex
is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted.



	2.
	Newtex
has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other document or
agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and
any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by Newtex, this Agreement will constitute a valid and legally binding obligation of Newtex, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity
principles.



	4.
	The
execution, delivery and performance of this Agreement by Newtex does not and shall not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting Newtex;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which
Newtex is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which Newtex is a party or which is binding upon it or any of its assets.






	5.
	Newtex
is the sole beneficial owner of the Newtex Elyn Shares and has valid title to the Newtex Elyn Shares, free and clear of any and all Encumbrances.



	6.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of Newtex will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which has
not already been secured or effected or will be secured or effected prior to the Closing Date. 


2-D







 
 
 

  PART E
  
    TAOMEE WARRANTIES    
    


	1.
	Taomee
is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to carry on its business as now conducted.



	2.
	Taomee
has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other document or
agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this Agreement and
any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by Taomee, this Agreement will constitute a valid and legally binding obligation of Taomee, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity
principles.



	4.
	The
execution, delivery and performance of this Agreement by Taomee does not and shall not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting Taomee;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which
Taomee is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which Taomee is a party or which is binding upon it or any of its assets.






	5.
	Taomee
has valid title to the Newtex Subscription Rights, free and clear of any and all Encumbrances, subject to the terms and conditions set forth in the
Taiwan Taomee Board Resolutions.



	6.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of Taomee will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which has
not already been secured or effected or will be secured or effected prior to the Closing Date. 


2-E







 
 
 

  PART F
  
    THE TRANSFEREE WARRANTIES    
    


	1.
	Such
Transferee is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite
corporate power and authority to carry on its business as now conducted.



	2.
	Such
Transferee has full power and authority, and has obtained all necessary consents and approvals, to enter and deliver this Agreement and any other
document or agreement contemplated by this Agreement, and to exercise its rights and perform its obligations hereunder and all corporate and other actions required to authorise its execution of this
Agreement and any other document or agreement contemplated by this Agreement and its performance of its obligations hereunder have been duly taken.



	3.
	When
executed and delivered by the purchaser, this Agreement and any other document or agreement contemplated by this Agreement will constitute a valid and
legally binding obligation of such Transferee, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity principles.



	4.
	The
execution, delivery and performance of this Agreement and any other document or agreement contemplated by this Agreement by such Transferee does
not:



	(a)
	violate
in any respect the laws and documents incorporating and constituting such Transferee;



	(b)
	result
in the creation or imposition of any encumbrance on any of its assets pursuant to the provisions of any agreement or other undertaking to which such
Transferee is a party or which is binding upon it or any of its assets; or



	(c)
	violate
any agreement or other undertaking to which such Transferee is a party or which is binding upon it or any of its assets.






	5.
	No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or other
third party on the part of such Transferee will be required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby
which has not already been secured or effected or will be secured or effected prior to the Closing Date. 


2-F











QuickLinks



Exhibit 4.24


Newtex Holdings Limited

Qiming Venture Partners II, L.P.

Qiming Venture Partners II-C, L.P.

Qiming Managing Directors Fund II, L.P.

Concord IX Venture Capital Co., Ltd.

Concord Consulting Inc.

Taomee Holdings Limited

and

Elyn Corporation

Share Transfer Agreement Dated as of November 25, 2011


INDEX


SCHEDULE 2 PART A ELYN WARRANTIES

PART B CONCORD WARRANTIES

PART C NEWTEX WARRANTIES

PART D NEWTEX WARRANTIES

PART E TAOMEE WARRANTIES

PART F THE TRANSFEREE WARRANTIES