exv4w83






Exhibit 4.83




[Translated from the original Chinese version]




PURCHASE OPTION AGREEMENT




among




FORTUNE SOFTWARE (BEIJING) CO., LTD.




LIN YANG




and




SHENZHEN NEWLAND SECURITIES INVESTMENT AND ADVISORY CO., LTD.




OCTOBER 17, 2008




BEIJING, CHINA




 









 





PURCHASE OPTION AGREEMENT




This Purchase Option Agreement (“this Agreement”) is entered into in Beijing, People’s Republic of
China (the “PRC”) on October 17, 2008 by and among:



Party A: Fortune Software (Beijing) Co., Ltd. (“Option Right Holder”)

Address: Room12B11, Qingyun Dangdai Plaza, No.9 Building of Mantingfangyuan Housing Estate,

Qingyunli, Haidian District, Beijing




Party B: Lin Yang (the “Shareholder”)

ID No.:371100197603010016




Party C: Shenzhen Newland Securities Investment and Advisory Co., Ltd.(the “Company”)

Address: Room 1605, 16/F, Tower B, Changxin Plaza, No. 4002 North Huaqiang Road, Futian District,

Shenzhen

Legal representative: Linghai Ma




WHEREAS,



(1) The Option Right Holder is a wholly foreign invested enterprise established and validly
existing in Beijing and is currently a major business partner of the Company.



(2) To finance the investment by Party B in the Company, the Option Right Holder has entered into a
loan agreement (hereafter the “Loan Agreement”) with Party B on October 17, 2008, providing Party B
with a loan of RMB4,233,956.94.



(3) Party B and Linghai Ma are the shareholders of the Company, holding 17.5% and 82.5% of the
equity interest in the Company, respectively.



(4) The Shareholder of the Company hereto wishes to grant the Option Right Holder the exclusive
purchase option to acquire, at any time upon satisfaction of the requirements under the PRC law,
the entire or a portion of the Company’s share equity.



NOW AND THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and
joint development and after friendly negotiations, the parties hereby enter into the following
agreements pursuant to the provisions of relevant laws and regulations of the PRC



ARTICLE 1. DEFINITIONS




The terms used in this Agreement shall have the meanings set forth below:



1.1 “This Agreement” means this Purchase Option Agreement and all appendices thereto, including
written instruments as originally executed and as may from time to time be amended or supplemented
by the parties hereto through written agreements;



1.2 “The PRC” means, for the purpose of this Agreement, the People’s Republic of China, excluding
Hong Kong, Taiwan and Macao



1.3 “Date” means the year, month and day. In this Agreement, “within” or “no later than”, when used
before a year, month or day, shall always include the relevant year, month or day.



ARTICLE 2. THE GRANT AND EXERCISE OF PURCHASE OPTION




2.1 The parties hereto agree that the Option right holder shall be granted an exclusive purchase
option to acquire, at any time upon satisfaction of the requirements under applicable laws and
conditions as agreed in this Agreement (including, without limitation, as under applicable laws,
when the Shareholder ceases to be



 









 







the Company’s director or employee, or the Shareholder attempts to transfer its share equity in the
Company to any party other than the existing shareholders of the Company), the entire or a portion
of the Company’s share equity owned by the Shareholder. The purchase option granted hereby shall be
irrevocable during the term of this Agreement and may be exercised by the Option Right Holder or
any eligible entity designated by the Option Right Holder.



2.2 Option Right Holder may exercise the aforesaid purchase option by delivering a written notice
to any of the Shareholder and the Company (the “Exercise Notice”).



2.3 Within thirty (30) days of the receipt of the Exercise Notice, the Shareholder shall execute a
share transfer contract and other documents (collectively, the “Transfer Documents”) necessary to
effect the transfer of share equity with the Option Right Holder (or any eligible party designated
by the Option Right Holder).



2.4 When applicable laws permit the exercise of the purchase option provided hereunder and the
Option Right Holder elects to exercise such purchase option, the Shareholder shall unconditionally
assist the Option Right Holder to obtain all approvals, permits, registrations, filings and other
procedures necessary to effect the transfer of share equity.



ARTICLE 3. REPRESENTATIONS AND WARRANTIES




3.1 Each party hereto represents to the other parties that: (1) it has all the necessary rights,
powers and authorizations to enter into this Agreement and perform its duties and obligations
hereunder; and (2) the execution or performance of this Agreement shall not violate any significant
contract or agreement to which it is a party or by which it or its assets are bounded.



3.2 The Shareholder hereto represents to the Option Right Holder that: (1) it is legally registered
shareholder of the Company and has paid the Company the full amount of its portion of the Company’s
registered capital required under Chinese law; (2) it has not created any mortgage, pledge, secured
interests or other form of debt liabilities over the share equity held by it; and (3) it has not
sold or will not sell to any third party its share equity in the Company.



3.3 The Company hereto represents to the Option Right Holder that: (1) it is a limited liability
company duly registered and validly existing under the PRC law; and (2) its business operations are
in compliance with applicable laws of the PRC in all material respect.



ARTICLE 4. EXERCISE PRICE




When it is permitted by applicable laws, the Option Right Holder (or any eligible party designated
by the Option Right Holder) shall have the right to acquire, at any time, the share equity in the
Company owned by the Shareholder, at a price equal to the sum of the principle of the loan from the
Option Right Holder to the Shareholder under the Loan Agreement. If the Option Right Holder (or any
eligible party designated by the Option Right Holder) elects to purchase a portion of the Company’s
share equity, the exercise price for such purpose shall be adjusted accordingly based on the
percentage of such share equity to be purchased over the total share equity. When the Option Right
Holder (or a qualified entity designated by the Option Right Holder) is to acquire all or a portion
of the Company’s equity share from the Shareholder pursuant to this Agreement, the Option Right
Holder has the right to substitute the principle amount the Shareholder owes it under the Loan
Agreement for the purchase prices payable to the Shareholder. When acquiring share equity from the
Shareholder pursuant to this Agreement, the Option Right Holder shall pay an actual exercise price
based on the exercise price under applicable Chinese laws or requirements of relevant authorities,
if the exercise price under applicable laws or requirements of relevant authorities is higher than
the exercise price under this Agreement.



ARTICLE 5. COVENANTS




The parties further agree as follows:



 









 





5.1 Before the Option Right Holder (or any eligible party designated by the Option Right Holder)
has acquired all the equity of the Company by exercising the purchase option provided hereunder,
the Company shall not:



5.1.1 sell, assign, mortgage or otherwise dispose of, or create any encumbrance on, any of its
assets, operations or any legal or beneficiary interests with respect to its revenues (unless such
sale, assignment, mortgage, disposal or encumbrance is relating to its daily operation or has been
disclosed to and agreed by the Option Right Holder in writing);



5.1.2 enter into any transaction which may materially affect its assets, liability, operation,
equity or other legal rights (unless such transaction is relating to its daily operation or has
been disclosed to and agreed by the Option Right Holder in writing); and



5.1.3 distribute any dividend to its shareholders in any manner.



5.2 Before the Option Right Holder (or any eligible party designated by the Option Right Holder)
has acquired all the equity of the Company by exercising the purchase option provided hereunder,
the Shareholder shall not:



5.2.1 supplement, alter or amend the articles of association of the Company in any manner to the
extent that such supplement, alteration or amendment may have a material effect on the Company’s
assets, liability, operation, equity or other legal rights (except for pro rata increase of
registered capital mandated by applicable laws);



5.2.2 cause the Company enter into any transaction to the extent such transaction may have a
material effect on the Company’s assets, liability, operation, equity or other legal rights (unless
such transaction is relating to the Company’s daily operation or has been disclosed to and agreed
by the Option Right Holder in writing); and



5.2.3 cause the Company’s board of directors adopt any resolution on distributing dividends to its
shareholders.



5.3 After the execution of this Agreement, the Shareholder (the “Principal”) shall execute and
deliver a proxy to the agents (the “Agents”) to the satisfaction of the Option Right Holder to
grant the Agents all voting rights as shareholders of the Company, including without limitations
the right to appoint and elect the Company’s directors, general manager and other senior officers
in the Company’s shareholders meetings. The initial term of such proxies shall be twenty (20)
years, and the initial term shall be renewed automatically upon expiry of the proxies unless the
Option Right Holder notifies the Principal in writing thirty (30) days prior to the expiry date to
terminate the proxies. Such proxies shall be based on the conditions that the Agents are Chinese
citizens employed by the Option Right Holder and shall be subject to the Option Right Holder’s
consent. Once the Agents cease to be employed by the Option Right Holder or the Option Right Holder
delivers a written notice to the Principal requesting the proxies to be terminated, the Principal
shall revoke the relevant proxy immediately and grant the same rights as provided in the proxies to
other PRC citizens employed and designed by the Option Right Holder. The Agents have agreed to act
with due care and diligence in exercising their rights under the proxies and indemnify and keep the
Principal harmless from any loss or damages caused by any action in connection with exercise of
their rights under the proxies (unless any loss or damage is caused by the Principal’s own
intentional or material negligent actions).



5.4 The Shareholder shall, to the extent permitted by applicable laws, cause the Company’s
operational term to be extended to equal the operational term of the Option Right Holder.



5.5 The Option Right Holder shall provide or arrange other parties to provide financings to the
Company to the extent the Company needs such financing to finance its operation. In the event that
the Company is



 









 







unable to repay such financing due to its losses, the Option Right Holder shall waive or cause the
relevant parties to waive all recourse against the Company with respect to such financing.



5.6 To the extent the Shareholder are subject to any legal or economic liabilities to any
institution or individual other than the Option Right Holder as a result of performing its
obligations under this Agreement or any other agreements between it and the Option Right Holder,
the Option Right Holder shall provide all support necessary to enable the Shareholder to duly
perform its obligations under this Agreement and any other agreements and to hold the Shareholder
harmless against any loss or damage caused by its performance of obligations under such agreements.



ARTICLE 6. CONFIDENTIALITY




Each party shall keep confidential all the content of this Agreement. Without the prior consent of
all Parties, no party shall disclose any content of this Agreement to any other party or make any
public announcements with respect to any content of this Agreement. Notwithstanding the forgoing
provisions of this Article 6, the following disclosure shall be permitted: (i) disclosure made
pursuant to any applicable laws or any rules of any stock exchange; (ii) disclosure of information
which has become public information other than due to any breach by the disclosing party; (iii)
disclosure to any party’s shareholders, legal counsel, accountants, financial advisors or other
professional advisors, or (iv) disclosure to any potential purchasers of a party or its
shareholders’ equity, its other investors, debts or equity financing providers, provided that the
receiving party of confidential information has agreed to keep the relevant information
confidential (such disclosure shall be subject to the consent of the Option Right Holder in the
event that the Option Right Holder is not the potential purchaser).



ARTICLE 7. APPLICABLE LAW AND EVENTS OF DEFAULT




7.1 The execution, effectiveness, interpretation, performance and dispute resolution of this
Agreement shall be governed by the laws of the PRC.



7.2 Any violation of any provision hereof, incomplete performance of any obligation provided
hereunder, any misrepresentation made hereunder, material concealment or omission of any material
fact or failure to perform any covenants provided hereunder by any party shall constitute an event
of default. The defaulting party shall assume all the legal liabilities pursuant to the applicable
laws.



ARTICLE 8. DISPUTE RESOLUTION




8.1 Any dispute arising from the performance of this Agreement shall be first subject to the
parties’ friendly consultations. In the event any dispute cannot be solved by friendly
consultations, the relevant dispute shall be submitted for arbitration.



8.2 The arbitration shall be administered by the Beijing branch of China International Economic and
Trade Arbitration Commission in accordance with the then effective arbitration rules of the
Commission.



8.3 The arbitration award shall be final and binding on the parties. The costs of the arbitration
(including but not limited to arbitration fee and attorney fee) shall be borne by the losing party,
unless the arbitration award stipulates otherwise.



ARTICLE 9. EFFECTIVENESS




This Agreement shall be effective upon the execution hereof by all parties hereto and shall remain
effective thereafter.



This Agreement may not be terminated without the unanimous consent of all the parties except the
Option Right Holder may, by giving a thirty (30) days prior notice to the other parties hereto,
terminate this Agreement.



 









 





ARTICLE 10. AMENDMENT




All parties hereto shall fulfill their respective obligations hereunder. No amendment to this
Agreement shall be effective unless such amendment has been made in writing, agreed by all of the
parties and the Option Right Holder and the Company have obtained necessary authorization and
approvals with respect to such amendment.



ARTICLE 11. COUNTERPARTS




This Agreement is executed in three (3) counterparts. Each party shall hold one counterpart.



ARTICLE 12. MISCELLANEOUS




12.1 The title and headings contained in this Agreement are for convenience of reference only and
shall not in any way affect the meaning or interpretation of any provision of this Agreement.



12.2 The parties may enter into supplementary agreements to address any issue not covered by this
Agreement. The supplementary agreements so entered shall be an appendix hereto and shall have the
same legal effect as this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 








[execution page only]




Party A: Fortune Software (Beijing) Co., Ltd.




Seal:

Authorized Representative

(Signature):




Party B: Lin Yang




(Signature):




Party D: Shenzhen Newland Securities and Advisory Co., Ltd.




Seal:

Authorized Representative

(Signature):