exv4w7






Exhibit 4.7




AMENDMENT TO SHAREHOLDERS AGREEMENT




     THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (the “Amendment”) is made as of September 5,
2008, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing
under the Laws of the Cayman Islands (the “Company”), SEQUOIA CAPITAL CHINA II, L.P., a company
duly incorporated and validly existing under the Laws of the Cayman Islands (“Sequoia Capital” or
the “Investor”), ZHU Qinyi
(), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (),
JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui ()
and SHAO Wanyan (), each a citizen of the PRC (collectively the “Founders” and each, a
“Founder”), XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the
British Virgin Islands (the “Founders Holdco”),  PUSIDA (BEIJING) TECHNOLOGIES CO., LTD. ( () ), a wholly foreign owned enterprise duly organized and validly existing
under the Laws of the PRC (the “WFOE”), HANGZHOU MIJIA TECHNOLOGIES CO., LTD. (), a
company organized and existing under the Laws of the PRC (“Mijia”), HANGSHOU SKY NETWORK
TECHNOLOGIES CO., LTD. (), a company organized and existing under the Laws
of the PRC (“Sky”, together with Mijia, the
“Domestic Companies”  and each, a “Domestic Company”),
Sequoia Capital China Partners Fund II, L.P., a limited partnership duly established and validly
existing under the Laws of the Cayman Islands, and Sequoia Capital China Principals Fund II, L.P.,
a limited partnership duly established and validly existing under the Laws of the Cayman Islands
(collectively, the “Transferees”, and each, a
“Transferee”). The Company, the Investor, the
Founders, the Founders Holdco, the WFOE, the Domestic Companies and the Transferees shall be
referred to collectively as the Parties. Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Shareholders Agreement (as defined herein).



WHEREAS





	A.	 	On September 5, 2008, Sequoia Capital and each of the Transferees entered into a
Instrument of Transfer respectively (the “Instrument of Transfer”),  pursuant to
which Sequoia Capital agreed to sell, and each Transferee agreed to purchase from
Sequoia Capital, a certain amount of Series A Preferred Shares (as defined in the
Shareholders Agreement) of the Company owned by Sequoia Capital on the terms
provided therein.
	 
	B.	 	On August 2, 2007, the Company, the Investor, the Founders, the Founders Holdco,
the WFOE and the Domestic Companies entered into a Shareholders Agreement (the
“Shareholders Agreement”) in the form attached hereto as Exhibit A to provide for
certain rights and obligations of the parties.
	 
	D.	 	The Company, the Investor, the Founders, the Founders Holdco, the WFOE, the Domestic
Companies and the Transferees have agreed to enter into this Amendment to add the Transferee
to the Shareholders Agreement as a member.
	 
	 	 	NOW, THEREFORE, the Parties hereby agree as follows:




 









 










1. Addition of New Member. The parties hereby agree to amend the Shareholders
Agreement in order to add each Transferee as a member to the Shareholders Agreement for
all purposes provided therein.



2. Covenants; Enforceability. Each Transferee hereby ratifies and accedes to the terms
of, agrees to be bound by, and assumes all rights and obligations under the terms and
conditions of, the Shareholders Agreement, as if the Transferee had been a party to the
Shareholders Agreement.



3. Governing Law. This Amendment shall be governed by and construed under the Laws
of the State of New York, without regard to principles of conflicts of law there under.



4. Counterparts. This Amendment may be signed in any number of counterparts which
together shall form one and the same agreement.



5. Further Assurance. Each Party agrees to take all such further action as may be
reasonably necessary to give full effect to this Amendment on its terms and conditions.



6. Headings. The headings used in this Amendment are used for convenience only and
are not to be considered in construing or interpreting this Amendment.



7. No further Amendment. Other than as specifically amended hereby, all other
provisions of the Shareholders Agreement shall continue in full force and effect.




[Remainder of page intentionally left blank]







 









 








EXHIBIT A




SHAREHOLDERS AGREEMENT



 









 





     IN WITNESS WHEREOF the parties have executed and delivered this Amendment on the day and year
first hereinbefore mentioned.



	 	 	 	 	 
	COMPANY:                    	PROFIT STAR LIMITED

 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF the parties have executed and delivered this Amendment on the day and
year first hereinbefore mentioned.



	 	 	 	 	 
	FOUNDERS HOLDCO:        	XPLANE LIMITED

 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Director 	 



 









 







     IN WITNESS WHEREOF the parties have executed
 this Amendment on the day and year
first hereinbefore mentioned.



	 	 	 	 	 
	SEQUOIA CAPITAL/TRANSFEREES:                                    	Sequoia Capital China II, L.P.

Sequoia Capital China Partners Fund II, L.P.

Sequoia Capital China Principals Fund II, L.P.
 	 
	 
	 	By:  	Sequoia Capital China Management II, L.P.
 	 
	 	 	A Cayman Islands exempted limited partnership 	 
	 	 	General Partner of Each 	 
	 
	 	By:  	SC China Holding Limited
 	 
	 	 	A Cayman Islands limited liability company  	 
	 	 	Its General Partner 	 
	 
	 	By:  	/s/ Jimmy Wong
 	 
	 	 	Name:  	Jimmy Wong 	 
	 	 	Title:  	Authorized Signatory 	 



 









 







IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first
written above.


	 	 	 	 	 
	FOUNDER:                   	ZHU QINYI ()

 	 
	 	By:  	/s/ ZHU QINYI
 	 
	 	 	 	 
	 	 	 	 
	 
	FOUNDER:                   	SONG TAO ()

 	 
	 	By:  	/s/ SONG TAO
 	 
	 	 	 	 
	 	 	 	 
	 
	FOUNDER:                   	OU LI ()

 	 
	 	By:  	/s/ OU LI
 	 
	 	 	 	 
	 	 	 	 
	 
	FOUNDER:                   	TANG YAN ()

 	 
	 	By:  	/s/ TANG YAN
 	 
	 	 	 	 
	 	 	 	 
	 
	FOUNDER:                   	XIA ZHIYI ()

 	 
	 	By:  	/s/ XIA ZHIYI
 	 
	 	 	 	 
	 	 	 	 
	 
	FOUNDER:             	JIN ZI ()

 	 
	 	By:  	/s/ JIN ZI
 	 
	 	 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	FOUNDER:              	QU GUOPING ()

 	 
	 	By:  	/s/ QU GUOPING
 	 
	 	 	 	 
	 
	FOUNDER:       	WU WENJIE ()

 	 
	 	By:  	/s/ WU WENJIE
 	 
	 	 	 	 
	 
	FOUNDER:       	WANG ZHE ()

 	 
	 	By:  	/s/ WANG ZHE
 	 
	 	 	 	 
	 
	FOUNDER:       	YAN QING ()

 	 
	 	By:  	/s/ YAN QING
 	 
	 	 	 	 
	 
	FOUNDER:       	/s/ ZENG RUI ()

 	 
	 	By:  	ZENG RUI
 	 
	 	 	 	 
	 
	FOUNDER:       	SHAO WANYAN ()

 	 
	 	By:  	/s/ SHAO WANYAN
 	 
	 	 	 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF the parties have executed and delivered this Amendment on the day and year
first hereinbefore mentioned.



	 	 	 	 	 
	WFOE:                   	PUSIDA (BEIJING) TECHNOLOGIES CO.,

LTD.
(() )

 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative 	 



 









 






	 	 	 	 	 




     IN WITNESS WHEREOF the parties have executed and delivered this Amendment on the day and year
first hereinbefore mentioned.



	 	 	 	 	 
	DOMESTIC COMPANY:                         	HANGZHOU SKY NETWORK 

TECHNOLOGIES CO., LTD.
 ()




 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative 	 
	 
	DOMESTIC COMPANY:                   	HANGZHOU MIJIA TECHNOLOGIES

CO., LTD. ()

 	 
	 	By:  	/s/ Song Tao
 	 
	 	 	Name:  	Song Tao 	 
	 	 	Title:  	Legal Representative