exv10w13






English Translation

Exhibit 10.13




RESTRUCTURING FRAMEWORK AGREEMENT



THIS RESTRUCTURING FRAMEWORK AGREEMENT (“this Agreement”) is made and entered into in Hangzhou, PRC
as of July 1, 2010 by and among:




Sky Network: Hangzhou Sky Network Technologies Co., Ltd.



Address: 2F, No.65, Area 2, Lianzhuang Community, Puyan Sub-district, Binjiang District, Hangzhou



Postal code: 310013



Tel.: 0571 87770978



Fax: 0571 87758616




Beijing Pusida: Pusida (Beijing) Technologies Co., Ltd.



Address: Room 500, Block C, Fengyu Office Building, No.115 Fucheng Road, Haidian District, Beijing



Postal code: 100095



Tel.: 010 88135786



Fax:




Hangzhou Dianneng: Hangzhou Dianneng Technologies Co., Ltd.



Address: Room 105, 3# Building, No.1197 Bin’an Road, Hangzhou



Tel.: 0571 87770978



Fax: 0571 87758616




Mijia Technologies: Hangzhou Mijia Technologies Co., Ltd.



Address: Room 610, 2# Building, No.1197 Bin’an Road, Binjiang District, Hangzhou



Postal code: 310013



Tel.: 0571 87770978



Fax: 0571 87758616




Qinyi Zhu








 









 







Identity card number:



Address: Room 201, 65# Building, Taiziyuan, Hupan Garden, Hangzhou



Postal code: 310012



Tel.: 13588192843



Fax: 0571-87758616



Beijing Pusida, Hangzhou Dianneng, Sky Network, Mijia Technologies and Qinyi Zhu are hereinafter
individually referred to as a “Party” and collectively as the “Parties”.



WHEREAS,





	(1)	 	Sky Network is a limited liability company duly organized and validly existing under the PRC
laws. As the shareholders of Sky Network, Mijia Technologies and Qinyi Zhu (collectively “Sky
Shareholders”) hold the 80% and 20% equity interests in Sky Network respectively;
	 
	(2)	 	Beijing Pusida is a wholly foreign-owned enterprise duly organized and validly existing under
the PRC laws and provides the technical support, strategic consultancy and related services
for Sky Network. Currently, it is an important partner of Sky Network;
	 
	(3)	 	Hangzhou Dianneng is a wholly foreign-owned enterprise duly organized and validly existing
under the PRC laws and capable of providing Sky Network with the technical support, strategic
consultancy and related services in respect of the business field Sky Network is engaged in;
	 
	(4)	 	On August 1, 2007, Sky Network and Beijing Pusida entered into the Exclusive Technical
Consultancy and Service Agreement (“Sky Service Agreement”), the Intellectual Property
Transfer Agreement (“Sky Intellectual Property Transfer Agreement”), the Software Transfer
Agreement (“Sky Software Transfer Agreement”), the Domain Name Transfer Agreement (“Sky Domain
Name Transfer Agreement”) and the Intellectual Property License Agreement (“Sky Intellectual
Property License Agreement”). On the same date, Sky Network and Sky Shareholders entered into
the Equity Pledge Agreement (“Sky Equity Pledge Agreement”), the Exclusive Call Option
Agreement (“Sky Exclusive Call Option Agreement”) and the Operation Agreement (“Sky Operation
Agreement”) with Beijing Pusida. At the same time, each of the Sky Shareholders issued the
irrevocable power of attorney (“Sky Power of Attorney”) to Beijing Pusida;




 









 






	(5)	 	With the consent of Sky Network, Beijing Pusida plans to transfer its rights and obligations
under the Sky Service Agreement to Hangzhou Dianneng, terminate the Sky Intellectual Property
Transfer Agreement, Sky Software Transfer Agreement, Sky Domain Name Transfer Agreement and
Sky Intellectual Property License Agreement already entered into with Sky Network as well as
the Sky Equity Pledge Agreement, Sky Exclusive Call Option Agreement and Sky Operation
Agreement already entered into with Sky Network and Sky Shareholders. At the same time, Sky
Shareholders will terminate the Sky Powers of Attorney issued to Beijing Pusida;
	 
	(6)	 	On the signing date of the agreements stated in Paragraph (5) above, Sky Network and Sky
Shareholders will enter into a complete package of agreements with Hangzhou Dianneng,
including technical support and service agreement, strategic consultancy and service
agreement, intellectual property license agreement, equity pledge agreement, call option and
cooperation agreement and power of attorney.




NOW, THEREFORE, the Parties, abiding by the principles of sincere cooperation, equality, mutual
benefit and common development and after friendly negotiations, hereby agree below:




Article 1 Modifications of Service Agreement





	1.1	 	Beijing Pusida, Hangzhou Dianneng and Sky Network agree that Beijing Pusida will transfer all
and any of its rights and obligations under the Sky Service Agreement to Hangzhou Dianneng as
of the date hereof and the outstanding payment under the Sky Service Agreement will be settled
by Hangzhou Dianneng directly with Sky Network by invoicing Sky Network.
	 
	1.2	 	Hangzhou Dianneng and Sky Network shall sign the amended and restated technical support and
service agreement and strategic consultancy and service agreement according to the contents
and in the forms as set out in Annex 1A and Annex 1B respectively on the date
hereof.





Article 2 Modifications of Agreements Related to Intellectual Property





	2.1	 	Sky Network and Beijing Pusida acknowledge that Sky Intellectual Property Transfer Agreement,
Sky Software Transfer Agreement, Sky Domain Name Transfer Agreement and Sky Intellectual
Property License Agreement have not been performed yet.
	 
	2.2	 	Sky Network and Beijing Pusida further acknowledge and agree that as from the date hereof,
Sky Intellectual Property Transfer Agreement, Sky Software Transfer




 









 






	 	 	Agreement, Sky Domain Name Transfer Agreement and Sky Intellectual Property License Agreement
terminate and agree to waive all the claims and liabilities (if any) against the other Party
based on or in connection with these agreements.
	 
	2.3	 	Hangzhou Dianneng and Sky Network shall enter into an intellectual property license agreement
according to the contents and in the form as set out in Annex 2 on the date hereof and handle
the filing procedures.





Article 3 Modifications of Exclusive Call Option Agreement





	3.1	 	Sky Shareholders, Hangzhou Dianneng and Sky Network shall enter into a call option and
cooperation agreement according to the contents and in the form as set out in Annex 3
on the date hereof.
	 
	3.2	 	Sky Shareholders, Beijing Pusida and Sky Network acknowledge and agree that as from the
signing date of the call option and cooperation agreement as set forth in Article 3.1 hereof,
Sky Exclusive Call Option Agreement shall terminate and unless otherwise provided in the Sky
Exclusive Call Option Agreement or otherwise agreed by the Parties, all the rights and
obligations of Sky Shareholders and Beijing Pusida under the Sky Exclusive Call Option
Agreement shall terminate at the same time.





Article 4 Modifications of Powers of Attorney





	4.1	 	Sky Shareholders shall issue the irrevocable powers of attorney to Hangzhou Dianneng
according to the contents and in the forms as set out in Annex 4A and Annex 4B
respectively on the date hereof.
	 
	4.2	 	As of the date of the issue by Sky Shareholders of the irrevocable powers of attorney to
Hangzhou Dianneng as set forth in Article 4.1 hereof, Sky Powers of Attorney shall terminate
and all the rights of Beijing Pusida under the Sky Powers of Attorney shall terminate at the
same time.





Article 5 Modifications of Equity Pledge Agreement





	5.1	 	Sky Shareholders, Hangzhou Dianneng and Sky Network shall enter into an equity pledge
agreement according to the contents and in the form as set out in Annex 5 on the date
hereof, register the pledge of Sky Network’s equity in Sky Network’s share register pursuant
to this equity pledge agreement and handle the industrial and commercial registration
procedures of the pledge. The said right of equity pledge shall take effect as of the date of
industrial and commercial registration.




 









 






	5.2	 	As of the effective date of the right of equity pledge as set forth in Article 5.1 hereof,
Sky Equity Pledge Agreement shall terminate and unless otherwise provided in the Sky Equity
Pledge Agreement or otherwise agreed by the Parties, all the rights and obligations of Sky
Shareholders and Beijing Pusida under the Sky Equity Pledge Agreement shall terminate at the
same time.





Article 6 Termination of Sky Operation Agreement





	6.1	 	Sky Shareholders, Beijing Pusida and Sky Network acknowledge and agree that as from the date
hereof, the Sky Operation Agreement shall terminate and unless otherwise provided in the Sky
Operation Agreement or otherwise agreed by the Parties, all the rights and obligations of Sky
Network, Sky Shareholders and Beijing Pusida under the Sky Exclusive Call Option Agreement
shall terminate at the same time.





Article 7 Confidentiality



Each Party shall keep confidential the contents of this Agreement and shall not disclose to any
other person or publicly announce the contents of this Agreement without the prior consent of the
other parties, but the provisions of this Article shall exclude (i) any disclosure required under
relevant laws or the rules of any stock exchange; (ii) any disclosure of any information that is or
becomes publicly available through no fault of the disclosing Party; (iii) any disclosure made to
the shareholders, legal advisers, accountants, financial consultants or other professional
consultants of a Party ; or (iv) any disclosure made to the potential purchaser, other investor or
debt or equity finance provider in respect of the equity/assets of a Party or any of its
shareholders, provided that the receiving party shall make the suitable confidentiality
undertaking.




Article 8 Notices





	8.1	 	Any notice, request, demand or other correspondence required by or in accordance with this
Agreement shall be in writing and delivered to the respective addresses of the Parties as set
forth above.
	 
	8.2	 	The notices given by a Party hereunder shall be delivered or sent by hand delivery,
registered airmail (postage prepaid), generally accepted courier service or fax to the address
and/or number of the other Party. The notices shall be deemed duly served: (1) upon delivery
if delivered in person; (2) on the seventh (7th) day after the date of posting (as
indicated on the postmark) if delivered by registered airmail (postage prepaid); (3) on the
third (3rd) day after delivery to the generally accepted courier service if
delivered by courier service; (4) on the first working day after transmission if transmitted
by fax.




 









 











Article 9 Dispute Resolution





	9.1	 	Any dispute arising in connection with the interpretation or performance of the relevant
provisions herein shall first be resolved by the Parties by amicable consultation. If the
Parties have failed to reach a written agreement upon its occurrence, such dispute shall be
referred to arbitration in accordance with the provisions hereof, which shall be final and
exclusive. Except as otherwise specifically provided herein, any Party hereby expressly waives
the right to submit that dispute to a court for hearing and such waiver shall be irrevocable.
	 
	9.2	 	The dispute will be submitted to the China International Economic and Trade Arbitration
Commission (“CIETAC”) for arbitration in Beijing in accordance with the CIETAC’s arbitration
rules then in effect. The arbitration costs (including reasonable lawyer’s fees and expenses)
shall be borne by the losing Party, unless otherwise specified in the arbitration award.





Article 10. Miscellaneous





	10.1	 	No failure or delay by a Part in exercising any right hereunder shall be construed as a
waiver thereof, nor shall any single or partial exercise of any right preclude any other or
further exercise thereof.
	 
	10.2	 	The headings herein contained are inserted as a matter of convenience for reference only
and in no circumstance shall they be used for or affect the interpretation of the provisions
herein.
	 
	10.3	 	The formation, validity, interpretation and performance of and resolution of disputes
arising from this Agreement shall be governed by the laws of the People’s Republic of China.
	 
	10.4	 	The Parties hereto have entered into this Agreement for legal purposes. Each provision
contained herein shall be severable and independent from any other provisions, and if at any
time one or more provisions herein become invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions herein shall not be affected as a
result thereof. The Parties shall in such an instance do their best to replace the invalid,
illegal or unenforceable provision with a new agreed provision, so as to realize the business
purpose as close as possible to that of the invalid, illegal or unenforceable provision.
	 
	10.5	 	The Parties shall perform this Agreement in accordance with its terms upon effectiveness.
Every amendment to this Agreement shall be made in writing and subject to the mutual consent
of the Parties and also to the obtaining of necessary




 









 






	 	 	authorizations and approvals (if applicable) by the Parties.
	 
	10.6	 	In case of anything not covered herein, the Parties shall enter into a supplementary
agreement as an annex hereto, which shall have the same legal effect as this Agreement.
	 
	10.7	 	This Agreement is executed in five originals, with each Party hereto retaining one
original. All the originals shall have the same legal effect.
	 
	10.8	 	This Agreement shall become effective upon execution.





(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)




 









 





(Signature page)



IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first
above written.




	 	 	 	 	 	 	 	 	 	 	 

	Hangzhou Dianneng Technologies Co.,
Ltd.	 	 	 	Pusida (Beijing) Technologies Co.,
Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[seal: Hangzhou Dianneng
Technologies Co., Ltd.]	 	 	 	[seal: Pusida (Beijing) Technologies
Co., Ltd.]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tao Song
 

Name:
	 	 	 	By:
	 	/s/ Tao Song
 

Name:
	 	 
	 

	 	Position:
	 	 	 	 	 	Position:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hangzhou Sky Network Technologies
Co., Ltd.	 	 	 	Hangzhou Mijia Technologies Co., Ltd.	 	 
	 
	[seal: Hangzhou Sky Network
Technologies Co., Ltd.]	 	 	 	[seal: Hangzhou Mijia Technologies
Co., Ltd.]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tao Song	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	By:
	 	/s/ Tao Song	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Position:
	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Position:	 	 
	 
	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 

	Qinyi Zhu:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Qinyi Zhu
 

	 	 	 	 	 	 






 









 





List of Annexes



Annex 1A: Technical Support and Service Agreement



Annex 1B: Strategic Consultancy and Service Agreement



Annex 2: Intellectual Property License Agreement



Annex 3: Call Option and Cooperation Agreement



Annex 4A: Power of Attorney of Mijia Technologies



Annex 4B: Power of Attorney of Qinyi Zhu



Annex 5: Equity Pledge Agreement