exv10w10




Exhibit 10.10


Share Entrustment Agreement




This Share Entrustment Agreement (hereinafter referred to as this “Agreement”) is entered into on
this 1st day of July, 2008 in Shanghai by and among:



Shengqu Information Technology (Shanghai) Co., Ltd., located at No. 208 Juli Road, Pudong New Area,
Shanghai, hereinafter referred to as “Party A”; and



Wang Dong-xu (ID Card No.: [***] ), whose residence locates at [***] , hereinafter referred to as
“Party B”; and



Zhang Ying-feng (ID Card No.: [***]), whose residence locates at [***] , hereinafter referred to as
“Party C”.



Party A, Party B and Party C may hereinafter collectively referred to as “the Parties” and,
individually referred to as the “the Party”.



Whereas,




Party B and Party C have been registered as the shareholders of Shanghai Shulong Technology
Development Co., Ltd. (hereinafter referred to as the “Company”), holding 48.6% and 51.4% Share of
the Company respectively.



Party B, Party C and Party A hereby confirm that Party B and Party C are shareholders of the
Company, and have agreed as follows:




	1.	 	Dummy Shareholders





Party B and Party C are dummy shareholders designated by Party A for the Company, who hold
Party A’s Share in the Company for and on behalf of Party A.




	2.	 	Financing Documents






	 	2.1	 	Party A has received and examined the following documents:
	 
	 	1)	 	Exclusive Consulting and Service Agreement dated on July 01, 2008 by and between
Party A and the Company;
	 
	 	2)	 	Share Disposition Agreement dated on July 01, 2008 by and among Party A, the
Company, Party B and Party C;
	 
	 	3)	 	Share Pledge Agreement dated on July 01, 2008 by and among Party A, Party B and
Party C;




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	 	4)	 	Business Operation Agreement dated on July 01, 2008 by and among Party A, the
Company, Party B and Party C;
	 
	 	5)	 	Power of Attorney dated on July 01, 2008 by and between Party B and Party C in
accordance with the Business Operation Agreement.






	 	 	 	All of the above documents are referred to as the “Financing Documents” collectively.
	 
	 	2.2	 	Party A has agreed on the contents of the Financing Documents, and agreed that
Party B and Party C are authorized to enter into the Financing Documents and other
agreements in relation to the Financing Documents and/or take necessary actions,
including the passing of shareholder resolutions and the consent of entering into the
Financing Documents by the Company.






	3.	 	Confidentiality
	 
	 	 	Party B and Party C have confirmed that the contents and existence of this Agreement are
“Confidential Information” of Party A. Without Party A’s prior written consents, neither
Party B nor Party C can disclose the said contents and existence to any third party.
	 
	4.	 	Entire Agreement and Amendments to this Agreement






	 	4.1	 	This Agreement shall constitute the entire agreement on the subject matter hereof
among the Parties, and supersede all previous agreements, contracts, understandings and
communications among the Parties in respect of the subject matter hereof, whether in oral
or writing.
	 
	 	4.2	 	Any amendment to this Agreement comes to effect only after such amendment is entered
into by the Parties in writing. Any amendment and supplement shall be integral to this
Agreement after the same is entered into by the Parties, which shall have the same force
and effect with this Agreement.






	5.	 	Governing Law
	 
	 	 	The conclusion, validity and performance of, interpretation to and dispute resolution in
relation to this Agreement shall be governed by the laws of the PRC.




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6. Resolution Dispute





	 	6.1	 	Any dispute arising out of the interpretation to or performance of this Agreement
shall be resolved through friendly negotiation in good faith by the Parties; if not
reached, any Party may submit such dispute to the China International Economic and Trade
Arbitration Commission Shanghai Commission (“CIETACSC”) according to the Rules of
CIETACSC in force for the time being. Such arbitration shall be carried out in Shanghai.
The language in the arbitration proceedings shall be Chinese. The awards are final and
binding upon the Parties.
	 
	 	6.2	 	Save for the matters under disputes, the Party shall continue to perform their
respective obligations in good faith in accordance with this Agreement.






	7.	 	Validity, Term and Miscellaneous






	 	7.1	 	This Agreement comes to effect on the date first written above when it is sealed
by Party A, and entered into by Party B and Party C.
	 
	 	7.2	 	Any failure to exercise any of its rights, powers or privileges hereunder by any
Party shall not constitute a waiver to such rights, powers or privileges by such Party.
Any single or partial exercise of any of its rights, powers or privileges hereunder by
any Party shall not affect the exercise of any other rights, powers or privileges
hereunder by such Party.





IN WITNESS WHEREOF, the Parties have duly caused this Agreement to be entered into on the date
first written above.



[No Text Follow, Signature Page for Share Entrustment Agreement Follow]



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Party A: Shengqu Information Technology (Shanghai) Co., Ltd. (Seal)




Legal Representative/Authorized Representative:                     




	 	 	 	 	 
	Title: 
	 	 	 	 
	 

	 

	 	 
	 
	 	 	 	 
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Party B: Wang Dong-xu (Sign)




	 	 	 
	Date:                                        MM                               
          DD                                        YY






Party C: Zhang Ying-feng (Sign)




	 	 	 
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