Unassociated Document


    BUSINESS
OPERATION AGREEMENT

     

    THIS
BUSINESS OPERATION AGREEMENT (this “Agreement”) is entered into on April l
2010 between:

    


    
      	
              (1)

            	
              Beijing Yangguang Jiaze Network
      Technology Limited, with its registered office at Room 3-702.
      International Financial Center, No.87 West 3rd
      Ring North Road Haidian District, Beijing China. (“Party
    A”)

            


    

    


    
      	
              (2)

            	
              Sunity Information Technology
      (Beijing) Co., Ltd, with its registered office at Room 208A, No.3,
      North Side, Haidian District, Beijing. (“Party
  B”)

            


    

    


    
      	
              (3)

            	
              Zhang Fan, holder of the PRC Identity Card No.
      610103197209193692, with residence at No.41. Daxue Donglu, Beilin Qu, Xian
      Shi, Shanxi, China;

            


    

    


    Cao Ping, holder of the PRC
Identity Card No. 610103195504173222, with residence at No. 13, 5 Ceng. Unit1,
Building7, 3546 Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi,
China;

    


    Gao Qinghong, holder of the
PRC Identity Card No. 420106197310014867, with residence at No. 99601, Rencai
Fuwu Zhongxin No.29 Yi. Suzhou Jie, Haidian, Beijing, China;

    


    Jiang Yu, holder of the PRC
Identity Card No. 350403196604211043, with residence at Room 302, Building 70,
Dongan Xincun, Meilie Qu, Sanming Shi, Fujian, China;

    


    Li Yurong, holder of the PRC
Identity Card No. 310110194712296225, with Residence at Room 405, No.11, Lane
542, Qingyuan Huan Road, Yangpu District, Shanghai, China;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Lin Xianzhen, holder of the
PRC Identity Card No. 350321197403276416, with residence at Room 307, 99 Zhuang,
Chonggui Xincun, Meilie Qu, Sanming Shi, Fujian, China;

    


    Liu Lingtang, holder
of the PRC Identity Card No.
350321197403276416, with residence at No. 16, Unit2, Building9, Yanguang
Li, Penghu Qu, Xian Shi, Shanxi, China;

    


    Ni Bin, holder of the PRC
Identity Card No. 350321197403276416, with residence at Room602, No.2, 588 Nong,
Liuying Lu, Zhabei Qu, Shanghai, China;

    


    Shi Wentao,
holder of the PRC Identity Card No. 610103197912200436, with residence at No.4m
13 Ceng, Building 1, No.8 Yuan, Taibai Nanlu, Yanta Qu, Xian Shi, Shanxi,
China;

    


    Tian Xianlu, holder of the PRC
Identity Card No. 5102031957083110817, with residence at No.Fu 54, No.9 Ganghua
Cun, Dadukou Qu, Chongqing, China;

    


    Wang Ping, holder of the PRC
Identity Card No. 210102195110211221, with residence at Room 1-5-4, No.19,
Shengli Beijie,Heping Qu, Shenyang Shi, Liaoning, China;

    


    Wei Jianhna, holder of the PRC
Identity Card No. 210102195110211221, with residence at Room 10, No.132, Xinyang
Xilu, Xicheng Banshichu. Jieshou Shi, Anhui, China;

    


    Xu Li, holder of the PRC Identity
Card No. 430305197405191520, with residence at Building 6l2, No.113, Bagua Erlu,
Futian Qu, Shenzhen Shi Guangdong, China;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Yang Peiying, holder of the
PRC Identity Card No. 610103195603060442, with residence at No.5, 3Ceng, Unit3,
No.3, Zhongliu Xiang, Beilin Qu, Xian Shi, Shanxi, China;

    


    All the
individuals set out above are collectively referred to as “Party
C”;

    


    Each of
Party A, Party B or Party C is individually referred to herein as a
“Party”, and collectively as the “Parties”.

    


    RECITALS:

    


    
      	
              (1)

            	
              WHEREAS, Party A, a
      foreign wholly-owned enterprise duly organised and existing under PRC
      laws, owns considerable knowledge in the online game research and
      development, online game software maintenance and technical
      support.

            


    

    


    
      	
              (2)

            	
              WHEREAS, Party B, a
      private enterprise in China located at Beijing, China, focusing on the
      research, development and operation of the online
  game..

            


    

    


    
      	
              (3)

            	
              WHEREAS, Party C are all
      the shareholders of Party B. Party C possess 100% equity interests of
      Party B.

            


    

    


    
      
        	
                (4)

              	
                WHEREAS, Party A and
      Party B have already executed Exclusive Collaboration Agreement. The
      Parties agree to execute this Agreement in order to facilitate the
      collaboration.

              


      

    

    


    NOW, THEREFORE, parties hereby
agree as follows:

    


    
      	
              I.

            	
              DAILY MANAGEMENT OF
      THE  BUSINESS
      OPERATION

            


    

    


    
      	
              1.1

            	
              Party
      A provides guidance and advice on Party B’s daily operations and financial
      management systems.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.2

            	
              Party
      C must elect the
      candidates recommended by Party A as Party B’s directors, and procure the
      appointment of Party B’s senior executives as Party A’s
      designation.

            


    

    


    
      	
              1.3

            	
              Party
      B and Party C agree that without the prior consent of Party A, Party B
      will not engage in any transactions that could materially affect the
      assets, business, personnel, rights, liabilities or operations of Party B,
      including (a) incurrence or assumption of any indebtedness of more than
      RMB4,000,000; (b) sale or purchase of any assets or rights; (c) incurrence
      of any encumbrance on any of its assets or intellectual property rights in
      favor of a third party; (d) amendment of its articles of association; or
      (e) change of its normal operation
procedures.

            


    

    


    
      	
              II.

            	
              CONSIDERATIONS

            


    

     

    
      	
              3.1.

            	
              This
      Agreement is an integrated part of the executed Exclusive Collaboration
      Agreement by Party A and Party B, The compensation of the services
      provided by Party A under this Agreement has been included in the
      Exclusive Collaboration Agreement.

            


    

    


    
      	
              III. 

            	
              BREACH OF
      AGREEMENT

            


    

    


    
      	
              4.1.

            	
              If
      Party B or Party C breaches this Agreement, Party A is entitled to
      terminate all the Agreements executed with Party B and Party C. Party B
      shall indemnify Party A as agreed. Alternatively, Party A could choose to
      request for the exercise and enforcement of the security rights on the
      equity of Party B according to the Shares Pledge Agreement executed by
      Party A and the Shareholders of Party B. In this case, Party B shall not
      refuse or withhold in any manner the exercise of Party A’s security
      rights.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              IV.

            	
              TERM AND
      TERMINATION

            


    

     

    
      	
              5.1.

            	
              The
      term of this Agreement will be 20 years, commencing from the date of this
      Agreement, Upon the expiration. Party A has the sole discretion to renew
      the agreement for another 20 years without obtaining the consent of Party
      B.

            


    

    


    
      	
              5.2.

            	
              Any
      Party will be deemed to have breached the Agreement if it fails to perform
      any obligations hereinto; the non-breaching Party is entitled to issue
      written notice to terminate this Agreement to the breaching Party if the
      breaching Party has not taken any measures to cure or remedy the breach
      within 30 business days of the written notice to cure such breaches
      notified by the non-breacbing Party. However, Party B and/or Party C shall
      not have the right to terminate this Agreement due to any breach of any
      provision of this Agreement by Party C and/or Party
  B.

            


    

    


    
      	
              V. 

            	
              GOVERNING LAW AND DISPUTE SETTLEMENT

            


    

    


    
      	
              6.1.

            	
              The
      execution, validity, interpretation and implementation of this Agreement
      shall be governed by the laws of People’s Republic of
    China.

            


    

    


    
      	
              6.2.

            	
              If
      a dispute arises in connection with the interpretation or implementation
      of this Agreement, the Parties shall attempt in the first instance to
      resolve any such dispute through friendly consultations among themselves
      and/or mediation by a neutral third party. If the dispute cannot be
      resolved in the aforementioned manner within thirty (30) days after the
      commencement of discussions, any Party may submit the dispute to
      arbitration.

            


    

    


    
      	
              6.3.

            	
              Any
      dispute arising in connection with this Agreement shall be submitted to
      the China International Economic and Trade Arbitration Commission and
      should be resolved in accordance with the Arbitration Rules of
      CIETAC.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.4.

            	
              The
      arbitration award shall be final and binding on the Parties. The costs of
      arbitration shall be borne by the losing Party, unless otherwise
      determined by the arbitration
panel.

            


    

    


    
      	
              6.5.

            	
              During
      arbitration, the Parties shall, to the extent possible, continue to
      implement those parts of this Agreement not being
    arbitrated.

            


    

    


    
      	
              VI.

            	
              MISCELLANEOUS

            


    

    


    
      	
              8.1

            	
              The
      provisions of this Agreement may not be waived, modified or amended except
      by an instrument in writing signed by the Parties (which instrument shall
      be attached as an Appendix hereto).

            


    

    


    
      	
              8.2

            	
              Failure
      or delay on the part of either Party to exercise any right
      under this Agreement shall not be deemed as a waiver
      thereof.

            


    

    


    
      	
              8.3

            	
              The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision of this Agreement which is unrelated to
      that provision.

            


    

    


    
      	
              8.4

            	
              Party
      B and/or Party C may not assign or otherwise transfer its rights or
      obligations under this Agreement without the prior written consent of
      Party A.

            


    

    


    
      
        	
                8.5

              	
                This
      Agreement shall become effective as of the date when
      this Agreement is duly signed by the
  Parties.

              


      

    

    


    
      	
              8.6

            	
              This
      Agreement is executed in three (3) originals in English and in
      Chinese, with each Party holding one (1) set of originals. In the
      event of a conflict, the Chinese version will
  prevail.

            


    

    


    (Rest of
this page shall be left blank; execution page is on the following
page)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE PARTIES HERETO have executed or caused this
Agreement to be executed by their duly authorized representatives as of the date
first indicated above.

    


    Party
A:

    Beijing
Yangguang  Jiaze Network Technology Co., Ltd.,

     

    
      
        
          	
                  /s/ Fan Zhang

                
	
                  Authorized
      representative

                


        

      



    Stamp:

    


    Date:     April
1, 2010

    


    Party
B:

    Sunity
Information Technology (Beijing) Co., Ltd.

    


    
      
        
          	
                  /s/ Fan Zhang

                
	
                  Authorized
      representative

                


        

      



    Stamp:

    


    Date:     April
1, 2010

    


    Party
C:


    
      
        	
                Zhang
      Fan,

              	
                /s/ Zhang Fan

              
	
                Cao
      Ping,

              	
                /s/ Cao Ping

              
	
                Gao
      Qinghong

              	
                /s/ Gao Qinghong

              
	
                Jiang
      Yu

              	
                /s/ Jiang Yu

              
	
                Li
      Yurong,

              	
                /s/ Li Yurong

              
	
                Lin
      Xianzhen,

              	
                /s/ Lin Xianzhen

              
	
                Liu
      Lingtang,

              	
                /s/ Liu Lingtang

              
	
                Ni
      Bin,

              	
                /s/ Ni Bin

              
	
                Shi
      Wentao,

              	
                /s/ Shi Wentao

              
	
                Tian
      Xianlu,

              	
                /s/ Tian Xianlu

              
	
                Wang
      Ping,

              	
                /s/ Wang Ping

              
	
                Wei
      Jianhua,

              	
                /s/ Wei Jianhua

              
	
                Xu
      Li,

              	
                /s/ Xu Li

              
	
                Yang Peiying,

              	
                /s/
  Yang Peiying