Assignment Agreement II, dated as of August 16, 2010



  
 Exhibit 10.22 

 
  
 Agreement 
 This Agreement (this “Agreement”) is entered in Beijing, the People’s
Republic of China (“PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated August 16, 2010, by and among the
following parties: 
  

	(1)	1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (“1Verge Internet”) 

 Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China 

Legal Representative: Victor Wing Cheung Koo 
  

	(2)	1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. (“Beijing 1Verge Infotech”) 


Legal Address: Section A&C, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China 

Legal Representative: QIN Qiong 
  

	(3)	JIAHEYI ADVERTISING (BEIJING) CO., LTD. (“Jiaheyi”) 

 Legal Address: Section D, 5/F, SinoSteel Plaza, No 8, Haidian Street, Haidian District, Beijing, China 

Legal Representative: QIN Qiong 
  

	(4)	QIN Qiong, a PRC citizen whose PRC identification number is 10108197109214485, and whose residential address is Room 1602, Tower 3, Palm Tree International Apartment, 8 South
Chaoyang Park Road, Beijing 100026, PRC 

  

	(5)	LIU Dele, a PRC citizen whose PRC identification number is 310101196805284437 and whose residential address is, 1701 Tower D, Sunz Garden, 98 Jianguo Road, Beijing , PRC


 (QIN Qiong and LIU Dele each hereafter referred to as a “VIE Shareholder”, and collectively “VIE
Shareholders”) 
 (individually a “Party” and collectively the “Parties”) 

WHEREAS: 
  

	A.	QIN Qiong currently holds an 80% equity interest (amounting to RMB 80,000) in Jiaheyi and LIU Dele holds a 20% equity interest (amounting to RMB 20,000) in Jiaheyi.


  

	B.	In order for Jiaheyi to subscribe to the increased registered capital of Beijing 1Verge Infotech, the VIE Shareholders agreed to extend loans to Jiaheyi in several instalments in
an aggregate amount of RMB 19,000,000 (the “Loans”). For this purpose, VIE Shareholders requested financial supports from 1Verge Internet. 1Verge Internet agreed to provide financial support to facilitate the VIE Shareholders’
extension of Loans to Jiaheyi. 


  
  

					
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	C.	As a result, 1Verge Internet extended the principal amount of the Loans in several instalments to the VIE Shareholders, who in turn extended the principal amount of the Loans to
Jiaheyi. Jiaheyi has applied all such Loans to subscribe to the increased registered capital of Beijing 1Verge Infotech. After this capital increase, the registered capital of Beijing 1Verge Infotech has been increased to RMB 20,000,000, in which
Jiaheyi held a 95% equity interest (amounting to RMB 19,000,000), QIN Qiong held a 4% equity interest (amounting to RMB 800,000) and LIU Dele held a 1% equity interest (amounting to RMB 200,000). 


 

	D.	In consideration of 1Verge Internet and the VIE Shareholders’s support in assisting Jiaheyi to subscribe to the increased registered capital of Beijing 1Verge Infotech,
Jiaheyi concluded a series of agreements with 1Verge Internet and the VIE Shareholders, a list of which is appended hereto as Appendix 1 (“Jiaheyi VIE Agreements”). Pursuant to the Jiaheyi VIE Agreements, Jiaheyi, as a 95%
shareholder of Beijing 1Verge Infotech, agreed not to, among others, transfer or otherwise dispose of the equity interests it held in Beijing 1Verge Infotech without the prior written consent of 1Verge Internet and the VIE Shareholders.


  

	E.	On May 19, 2010 1Verge Internet and the VIE Shareholders procured that Jiaheyi transfer its 95% equity interest (amounting to RMB 19,000,000) to the VIE Shareholders,
for consideration of [RMB 19,000,000] (“Equity Transfer”). After this Equity Transfer, QIN Qiong holds an 80% equity interest (amounting to RMB 16,000,000) in Beijing 1Verge Infotech and LIU Dele holds a 20% equity interest
(amounting to RMB 4,000,000). 

 THEREFORE, the Parties, through friendly negotiation based on principles of equal and mutual
benefit, agree as follows: 
  

	1.	Acknowledgement and Authorization of the Equity Transfer 

 1Verge Internet and the VIE Shareholders hereby confirm and acknowledge that the Equity Transfer fully complied with the Jiaheyi VIE Agreements and has been duly authorized and acknowledged by 1Verge Internet and
the VIE Shareholders. 
  

	2.	Assignment of Contractual Rights and Obligations / Responsibilities 

 Notwithstanding any provisions herein or in the Jiaheyi VIE Agreements, the Parties hereby confirm and acknowledge that: 
  

	 	2.1	All rights that Jiaheyi shall enjoy and obligations that is shall assume under the Jiaheyi VIE Agreements shall be duly and fully transferred to the VIE Shareholders upon the
completion of the Equity Transfer, including without limitation Jiaheyi’s obligation to repay the Loans to the VIE Shareholders in accordance with and in a manner as stipulated under the Jiaheyi VIE Agreements, and the power and authority to
designate and authorize a person designated by 1Verge Internet to vote on Jiaheyi’s behalf at the shareholders' meetings of Beijing 1Verge Infotech and exercise the full voting rights as Beijing 1Verge Infotech’s shareholder as granted to
Jiaheyi by law and under the Articles of Association of Beijing 1Verge Infotech. 


  
  

					
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	 	2.2	Upon the completion of the Equity Transfer and once Jiaheyi is no longer a registered shareholder of Beijing 1Verge Infotech, Jiaheyi shall not enjoy any rights, nor shall it
assume any obligations or responsibilities, under or arising from the Jiaheyi VIE Agreements. 

  

	 	2.3	Nothing in this Agreement shall be construed as an exemption of Jiaheyi from its obligations or responsibilities as a result of its breach of the Jiaheyi VIE Agreements before
the completion of the Equity Transfer. 

  

	 	2.4	All Jiaheyi VIE Agreements to which Jiaheyi is party shall be amended and restated in form and substance satisfactory to 1Verge Internet. 


 

	 	2.5	All powers of attorney issued by Jiaheyi in its capacity as a registered shareholder of Beijing 1Verge Infotech according to the Jiaheyi VIE Agreements are hereby revoked,
nullified and invalidated. 

  

	3.	Taxes and Expenses 

 Any taxes,
expenses or costs that will be incurred by or be applicable to Jiaheyi and/or the VIE Shareholders in connection with, relating to or arising from the Equity Transfer or the assignment of the contractual rights and obligations / responsibilities set
forth in Section 2 hereunder shall be solely borne by 1Verge Internet. 
  

	4.	No Assignment  

 Neither Party shall
assign any of its rights or obligations hereunder without the prior written consent of the other Parties, except that 1Verge Internet may at its discretion assign its rights and obligations under this Agreement to its affiliates or subsidiaries.

  

	5.	Effectiveness 

 This Agreement will be
effective upon its being signed by the Parties hereunder, notwithstanding that the Assignment of the Contractual Rights and Obligations / Responsibilities in Section 2 shall be effective retroactively as of the date of the completion of the
Equity Transfer. 

  
  

					
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	6.	Governing Law and Dispute Resolution 

  

	 	6.1	This Agreement shall be governed by and construed in accordance with the laws of the PRC. 


 

	 	6.2	If any dispute in connection with this Agreement arises, the Parties shall attempt in the first instance to resolve such dispute through friendly consultation or mediation.


  

	 	6.3	In case no settlement can be reached through friendly consultation, either Party may submit such matter to the China International Economic and Trade Arbitration Commission
(“CIETAC”) for arbitration in accordance with the then current rules of CIETAC. The arbitration proceedings shall take place in Beijing and shall be conducted in Chinese. The arbitration award shall be final and binding upon all the
Parties. This article shall not be influenced by the termination or elimination of this Agreement. 

  

	7.	Languages and Counterparts 

 This
Agreement is executed in Five (5) originals in English and each Party shall retain 1 original. 
 [The space below is intentionally
left blank.] 

  
  

					
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf by a
duly authorized representative as of the date first written above. 
 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. 

(Company Seal) 
  

			
	By:	 	 /s/ Victor Koo

	Authorized Representative: Victor KOO

 1VERGE INFORMATION TECHNOLOGY (BEIJING) CO., LTD. 
 (Company Seal) 

 

			
	By:	 	 /s/ Qin Qiong

	Authorized Representative: QIN Qiong

 JIAHEYI ADVERTISING
(BEIJING) CO., LTD. 
 (Company Seal) 
  

			
	By:	 	 /s/ Qin Qiong

	Authorized Representative: QIN Qiong

 QIN QIONG 
  

			
	By:	 	 /s/ Qin Qiong



LIU DELE 
  

			
	By:	 	 /s/ Liu Dele



  
  

					
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 [Appendix 1]

 List of Jiaheyi VIE Agreements 
  

	1.	Loan Agreement among QIN Qiong, LIU Dele and Jiaheyi, dated November 19, 2007; 

  


	2.	Equity Interest Pledge Agreement among QIN Qiong, LIU Dele, Jiaheyi and 1Verge Internet, dated November 19, 2007; 


 

	3.	Share Option Agreement among QIN Qiong, LIU Dele, Jiaheyi and 1Verge Internet, dated November 19, 2007; 


 

	4.	Business Operations Agreement among QIN Qiong, LIU Dele, Jiaheyi and 1Verge Internet, dated November 19, 2007; and 


 

	5.	2 Powers of Attorney issued by Jiaheyi in favour of Mr. Victor KOO in March 2006 and November 2007, respectively. 


  
  

					
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