Exhibit 4.101


 


	 	 	 
	 	SUBSCRIPTION AGREEMENT	 
	 	FOR	 
	 	SERIES A PREFERRED SHARES	 
	 	IN	 
		OURGAME
INTERNATIONAL HOLDINGS LIMITED	 


 




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CONTENTS


 





	Clause	Page
	 	 	 
	1.	INTERPRETATION	3
	 	 	 
	2	SALE AND PURCHASE	12
	 	 	 
	3	COMPLETION CONDITIONS	13
	 	 	 
	4	COMPLETION	16
	 	 	 
	5	WARRANTIES	17
	 	 	 
	6	UNDERTAKINGS AND ACKNOWLEDGEMENTS BY THE COMPANY	17
	 	 	 
	7	TERMINATION	21
	 	 	 
	8	INDEMNITIES AND GUARANTEE	22
	 	 	 
	9	CONFIDENTIAL INFORMATION	23
	 	 	 
	10	ANNOUNCEMENTS	24
	 	 	 
	11	COSTS AND TAXES	25
	 	 	 
	12	GENERAL	25
	 	 	 
	13	ENTIRE AGREEMENT	26
	 	 	 
	14	ASSIGNMENT	26
	 	 	 
	15	NOTICES	26
	 	 	 
	16	GOVERNING LAW AND JURISDICTION	27
	 	 	 
	17	GOVERNING LANGUAGE	28
	 	 	 
	SCHEDULE1 INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARIES	29
	 	 	 
	SCHEDULE 2 SHARE CAPITALISATION	31
	 	 	 
	SCHEDULE 3 COMPLETION REQUIREMENTS	33
	 	 	 
	SCHEDULE 4 WARRANTIES	35
	 	 	 
	SCHEDULE 5 ACTION PENDING COMPLETION	47
	 	 	 
	SCHEDULE 6 DISCLOSURE LETTER	49
	 	 	 
	SCHEDULE 7 FORM OF SHAREHOLDERS AGREEMENT	50
	 	 	 
	SCHEDULE8 RIGHTS, POWERS AND PREFERENCES OF SERIES A PREFERRED SHARES	51
	 	 	 
	SCHEDULE 9 KEY MANAGERS	57
	 	 	 
	SCHEDULE 10 FOUNDERS	58
	 	 	 
	SCHEDULE 11 REORGANIZATION PLAN	59
	 	 	 
	SCHEDULE 12 SHARE CHARGE	60
	 	 	 
	SCHEDULE 13 PRC LEGAL OPINIONS	61
	 	 	 
	SCHEDULE 14 CONSENT AND WAIVER	62




  




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THIS AGREEMENT is made on 31 January
2014


 


BETWEEN:


 


		(1)	OURGAME INTERNATIONAL HOLDINGS LIMITED, a exempted
company incorporated with limited liability in Cayman Islands (with registration number 283325), whose registered office is at
P.O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”);



 


		(2)	CMC ACE HOLDINGS LIMITED, a company incorporated with limited liability in the Cayman Islands,
whose registered office is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (the “Investor
1 ”); and



 


		(3)	KONGZHONG CORPORATION, a company incorporated with limited liability in the Cayman Islands,
whose registered office is at P.O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Investor 2,”
and together with Investor 1, the “Investors”).



 


RECITALS:


 


		(A)	The Investors agrees to subscribe for, and the Company agrees to issue and allot, the Series A
Preferred Shares on the terms and subject to the conditions in this Agreement.



 


		(B)	The ultimate shareholders of the Company named in Schedule 10 hereto (collectively, the “Founders”)
owns 100% of the issued share capital of the Company.



 


		(C)	The Company owns 100% of the issued share capital of Lianzhong Holdings (Hong Kong) Limited (“HKCo”),
a limited liability company incorporated under the laws of Hong Kong, and HKCo in turns owns 100% of the registered capital of
Beijing Lianzhong Garden Network Technology Co., Ltd. (北京联众家园网络科技有限责任公司,“WFOE”),
a limited liability company incorporated under the laws of the PRC, which in turn owns, directly or indirectly, the controlling
equity interests of the PRC Group Companies, the details of which are set out in Part B of Schedule 1.



 


THE PARTIES AGREE as follows:


 


		1.	INTERPRETATION



 


		1.1	Definitions



 


In this Agreement:


 


“2011 Draft Audited Accounts”
means the draft audited combined balance sheet of the Group as at 31 December 2011 and the audited combined profit and loss statement
and cash flow statement of the Group (for the avoidance of doubt, including all PRC Group Companies set out under Part B of Schedule
1) for the 12-month period ended 31 December 2011, prepared by the directors of the Company in accordance with IFRS and all notes,
reports and other documents annexed to those accounts;


 




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“2012 Draft Audited Accounts”
means the draft audited combined balance sheet of the Group as at 31 December 2012 and the audited combined profit and loss statement
and cash flow statement of the Group (for the avoidance of doubt, including all PRC Group Companies set out under Part B of Schedule
1) for the 12-month period ended 31 December 2012, prepared by the directors of the Company in accordance with IFRS and all notes,
reports and other documents annexed to those accounts;


 


“2013 Draft Audited Accounts”
means the draft audited combined balance sheet of the Group as at 31 December 2013 and the audited combined profit and loss statement
and cash flow statement of the Group (for the avoidance of doubt, including all PRC Group Companies set out under Part B of Schedule
1) for the 12-month period ended 31 December 2013, prepared by the directors of the Company in accordance with IFRS and all notes,
reports and other documents annexed to those accounts;


 


“2013 Audited Accounts”
means the audited consolidated balance sheet of the Group as at 31 December 2013 and the audited consolidated profit and loss statement
and cash flow statement of the Group (for the avoidance of doubt, including all PRC Group Companies set out under Part B of Schedule
1) for the 12-month period ended 31 December 2013, prepared by the directors of the Company in accordance with IFRS and all notes,
reports and other documents annexed to those accounts;


 


“2014 Audited Accounts”
means the audited consolidated balance sheet of the Group as at 31 December 2014 and the audited consolidated profit and loss statement
and cash flow statement of the Group (for the avoidance of doubt, including all PRC Group Companies set out under Part B of Schedule
1) for the 12-month period ended 31 December 2014, prepared by the directors of the Company in accordance with IFRS and all notes,
reports and other documents annexed to those accounts;


 


“8.7% Share Options”
shall mean the transfer all of the economic benefits associated with an aggregate 8.7% of the total issued share capital of the
Company held by FounderCo 1B to members of the management of the Group, including the Existing Grantees in the percentages set
forth therein;


 


“Actual 2014 Net Profit
After Tax” shall be computed by the sum of (a) the Net Profit After Tax of the Group for the 12-month period ended 31
December 2014 as determined from the 2014 Audited Accounts, and adding back (b) Share-based Payment expenses (which should not
exceeds RMB 20,000,000) and any IPO Expenses, which are actually incurred by the Company and recognized as expenses in the profit
and loss statements during the year ended 31 December 2014 and deducting (c) income and expenses of the Group through or as a result
of mergers and acquisitions, or other exceptional, extraordinary or non-recurring items;


 


“Affiliate”
means, in relation to any person, any other person which, directly or indirectly, controls, is controlled by or is under the common
control of the first mentioned person. For the purposes of this Agreement, “control” means, in relation to any
person, having the power to direct or cause the direction of the management or policies of such person, whether through the ownership
of more than 50% of the voting rights of such person, through the power to appoint a majority of the members of the board of directors
or similar governing body of such person, or through contractual arrangements or otherwise, and references to “controlled”
or “controlling” shall be construed accordingly;


 




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“Anticipated 2014 Net
Profit After Tax” means RMB100,000,000;


 


“Applicable Laws”
means with respect to any person, any laws, regulations, rules, measures, guidelines, treaties, judgments, determination, orders
or notices of any Government Authority (as defined below) or stock exchange that is applicable to such person;


 


“Articles of Association”
means the amended and restated memorandum and articles of association of the Company substantially in the agreed form and incorporating
the rights, powers and preferences of the Series A Preferred Shares set out in Schedule 8 and the rights of the Investors under
the Shareholders Agreement;


 


“Auditors” means
Grant Thornton Hong Kong Limited as appointed by the Group to prepare the Audited Accounts of the relevant financial years;


 


“Business Day”
means any day other than a Saturday or Sunday or public holiday in the PRC or Hong Kong;


 


“Change of Shareholding
Structure” means the change of the capitalisation of the Company as disclosed in Part A of Schedule 2 to the capitalisation
of the Company as disclosed in Part B of Schedule 2;


 


“Company's Bank Account”
means the bank account of the Company as shall have been notified by the Company to the Investors in writing at least three (3)
Business Days before the Completion Date (as defined below);


 


“Completion”
means completion of the Subscription (as defined below) in accordance with this Agreement;


 


“Completion Date”
means February 7, 2014 or such other date as the Investors and the Company may agree in writing;


 


“Condition”
means a condition set out in Clause 3.1 and “Conditions” means all those conditions;


 


“Confidential Information”
means:


 


		(1)	all written or oral information which relates to the business, financials and affairs of any Group
Company provided to the Investors or their Affiliates by the Company or any party;



 


		(2)	all information of the Investors provided to the Company or any party; and



 


		(3)	all written or oral information which relates to the provisions or subject matter of this Agreement,
other Transaction Documents or any document referred to herein or the negotiations relating to this Agreement,



 


but does not include information:


 


		(1)	to the extent that it is or becomes generally known to the public not as a result of any breach
of duty of confidentiality by the receiving party;



 




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		(2)	that was lawfully in the possession of the receiving party prior to its disclosure by the disclosing
party;



 


		(3)	that is or becomes available to the receiving party other than as a result of a disclosure by a
person which the receiving party knows is in breach of a duty of confidentiality owed to the disclosing party; or



 


		(4)	that is independently developed by the receiving party without reference to Confidential Information;



 


“Disclosure Letter”
means the letter from the Company to the Investors in relation to the Warranties having the same date as this Agreement and delivered
to the Investors prior to the execution of this Agreement;


 


“Domestic Dividend”
a dividend declared and paid on 27 January 2014 by the VIE Entity in the total amount of RMB 3,500,000 to the holders of shares
of the VIE Entity (“Domestic Dividend Receivers”), the amount of which shall be distributed amongst the Domestic
Dividend Receivers on a pro rata basis;


 


“Encumbrance”
means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or
interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation,
a title transfer or retention arrangement) having similar effect;


 


“Equity Securities”
means, with respect to any person, such person’s capital stock, membership interests, partnership interests, registered capital
or joint venture or other ownership interests and options or other securities or obligations which are by their terms convertible
into or exchangeable or exercisable for such capital stock, membership interests, partnership interests, registered capital or
joint venture or other ownership interests;


 


“Existing Grantees”
shall mean holders of equity interests in Tongshengcheng who are grantees of the 8.7% Share Option;


 


“FounderCo 1A”
means Sonic Force Limited (威 音有限
公司 ), a company incorporated in the British Virgin
Islands and wholly-owned by Mr. Liu;


 


“FounderCo 1B”
means Blink Milestones Limited, a company incorporated in the British Virgin Islands and wholly-owned by Mr. Liu;


 


“FounderCo 2”
means Elite Vessels Limited, a company incorporated in the British Virgin Islands and wholly-owned by Mr. Zhang;


 


“Government Authorities”
means any foreign, national, provincial, municipal, country or local government, administrative or regulatory body or department,
court, tribunal, arbitrator or any body that exercises the function of a regulator;


 


“Group” means
collectively the Company, the HKCo, the WFOE, the VIE Entity and the Subsidiaries as set out in Part B of Schedule 1;


 


“Group Company”
means each member of the Group;


 


“HKIAC” has
the meaning given to it in Clause 16.2;


 




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“Hong Kong”
means the Hong Kong Special Administrative Region of the PRC;


 


“IFRS” means
International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board from time to
time;


 


“Intellectual Property”
means all industrial and intellectual property rights (whether registered or not, including pending applications for registration
of such rights and the right to apply for registration or extension of such rights) including, without limitation, patents, design
patents, designs, copyright (including rights in or to software, moral rights and neighbouring rights), database rights, rights
in integrated circuits, trademarks, service marks, trading or business names, logos and other signs used in trade, internet domain
names, rights in Knowhow and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;


 


“Intellectual Property
Rights means all Intellectual Property legally or beneficially owned by any Group Company and all Intellectual Property used
or required to be used in any Group Company’s business or which was created, generated or acquired for use in any Group Company’s
business;


 


“Investor Directors”
means the directors nominated by the Investors to the board of directors of the Company;


 


“IPO Expenses”
means the underwriting fees, sponsor fees, legal fees, accounting fees, printer fees, public relation fees, technical consultants
and translation costs incurred by the Company in preparation for an initial public offering which are actually incurred by the
Company and recognized as profit and loss in the financial statements of the Company during the year ended 31 December 2014;


 


“Jiuding”
means Suzhou Hongda Jiuding Chuangye Investment Centre (苏州宏
达九鼎创业投资中心(有限合伙)),
a limited partnership incorporated in the PRC;


 


“Key Managers”
means the persons set out in Schedule 9;


 


“Knowhow” means
all technical information, trade secrets, invention disclosures, source code, knowledge and expertise (including without limitation
formulae, techniques, designs, specifications and procedures) relating to the design, production, manufacture, use, sale or marketing
of any product, process or service;


 


“Long Stop Date”
means February 10, 2014 or such other date as the Investors and the Company may agree in writing;


 


“Management Incentive
Shares” has the meaning given in the Shareholders Agreement;


 


“Management Report”
shall include the unaudited consolidated balance sheet, cash flow statement and profit and loss statement of the Group;


 




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“Material Adverse Change”
means any event, circumstance or occurrence or non-occurrence or any combination thereof arising or occurring after the date of
this Agreement which is or would reasonably be expected to (a) be materially adverse to the business, operations, assets, liabilities,
condition (financial, trading or otherwise), financial results or prospects of the Group taken as a whole involving, with respect
to any of these aspects of the Group, an amount, either individually or collectively, of no less than RMB 20,000,000; or (b) adversely
affect the ability of the Company to perform its obligations under this Agreement in any material respect, excluding, with respect
to clause (a) above, any effect, circumstance or occurrence solely attributable to or resulting from a general deterioration in
the general economic conditions in the PRC that does not have a disproportionate effect on the Group taken as a whole as compared
to other companies in the same industry in which the Group operates;


 


“MOC” means
the Ministry of Culture of the PRC (中华人民共和国文化部);


 


“Mr. Bao” means Mr. Bao Yueqiao (鲍岳桥);


 


“Mr. Li” means
Mr. Li Jianhua (李建华);


 


“Mr. Liu”
means Mr. Liu Jiang (刘江);


 


“Ms. Long”
means Ms. Longqi (龙奇);


 


“Mr. Shen”
means Mr. Shen Dongri (申东日);


 


“Mr. Zhang”
means Mr. Zhang Rongming (张荣明);


 


“Ms. Wu” means
Ms. Wu Lan (乌兰);


 


“Net Profit After Tax”
means, in relation to the Group, the consolidated after tax net profit from ordinary activities denominated in Renminbi before
taking into account any exceptional, extraordinary or non-recurring items;


 


“Non-PRC Group Company”
means any Group Company which is incorporated under the laws of a jurisdiction other than the PRC;


 


“Notice 75”
means the Notice on Issuers Relating to the Administration of Foreign Exchange in Fund-raising and Round-trip Investment Activities
of Domestic Residents Conducted via Offshore Special Purpose Companies (《关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知》)
promulgated by the State Administration of Foreign Exchange of the PRC (中华
人民共和国国家外汇管理局),
as amended or supplemented by other rules or notices issued by SAFE from time to time;


 


“Ordinary Shares”
means the ordinary shares of par value USD 0.00005 each in the share capital of the Company;


 


“Permit” means:


 


		(1)	any authorization, waiver, permit, licence, consent, approval, certificate, qualification, grant
or other authorisation; or



 


		(2)	any filing, notification, or registration,



 


granted by or under the authority
of or obtained from any Government Authority;


 


“PRC” means
the People's Republic of China excluding, for the purposes of this Agreement, the Special Administrative Regions of Hong Kong and
Macao and the territory of Taiwan;


 




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“PRC Laws”
means the laws, regulations, rules, measures, guidelines, treaties, judgments, determination, orders or notices of any PRC Government
Authority;


 


“PRC Group Company”
means any Group Company which is established under the laws of the PRC;


 


“Proceeds”
means the amount that the Company will receive from the Investors at the Completion, which shall be equal to the Subscription Price;


 


“Qualified IPO”
means an initial public offering by the Company (or such other Group Company as the Investors and the Company may agree) of its
shares on Hong Kong Stock Exchange or any other internationally recognised stock exchange mutually acceptable to the parties in
2014 with a pre-offering valuation of the Group of at least USD200,000,000 and with aggregate offering proceeds (before deduction
of underwriters’ commissions and expenses) of at least USD50,000,000, or with respect to an initial public offering after
December 31, 2014, with a pre-offering valuation of the Group of at least USD300,000,000 and with aggregate offering proceeds (before
deduction of underwriters’ commissions and expenses) of at least USD75,000,000;


 


“Related Party”
shall have the meaning as ascribed to “Connected Person” in Rules 14A.11 and 14A.12 of the Rules Governing the Listing
of Securities on the Hong Kong Stock Exchange;


 


“Renminbi” or
“RMB” means the lawful currency of the PRC;


 


“SAFE” means
the State Administration of Foreign Exchange of the PRC;


 


“Secondary SAFE Registration”
means the completion of registration by relevant ultimate individual shareholder of the Company to reflect the Change of Shareholding
Structure pursuant to the Notice 75;


 


“Series A Preferred Shares”
means the Series A convertible preferred shares of par value USD0.00005 each in the share capital of the Company having the rights,
powers and preferences set out in the Articles of Association;


 


“Share Charge”
means the share charge to be entered into by FounderCo 1 A and FounderCo 2 on the Completion Date in favor of the Investors in
respect of Ordinary Shares held by FounderCo 1 A and FounderCo 2 in the form set out in Schedule 12;


 


“Shares” means
any of the issued shares of the Company;


 


“Shareholders Agreement”
means the shareholders agreement to be entered into between the Investors, the shareholders of the Company, the WOFE, the VIE Entity
and the Company substantially in the form set out in Schedule 7;


 


“Shareholder Loan”
means collectively the loans provided by the VIE Entity to Mr. Bao in the sum of RMB 5,000,000 and Mr. Liu in the sum of RMB 20,000,000;


 


“Share-based Payment”
means share based compensation amounts in accordance with IFRS;


 




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“Subscription”
means the subscription by the Investors of the Subscription Shares in accordance with this Agreement;


 


“Subscription Price”
means the Investor 1 Subscription Price and the Investor 2 Subscription Price;


 


“Subscription Price per
Share” has the meaning given in Clause 2.1.1;


 


“Subscription Shares”
means the Investor 1 Subscription Shares and the Investor 2 Subscription Shares;


 


“Subsidiary”
means a subsidiary of the Company (as of the date of this Agreement and the Completion Date, including those listed in Part B
of Schedule 1) that has been controlled by the Company through shareholding arrangement or through contractual arrangement
and “Subsidiaries” means all those subsidiaries;


 


“Special Dividend”
shall have the meaning given in Clause 6.2.2;


 


“Tax” means
any form of taxation, levy, duty, charge, contribution, or withholding of whatever nature (including any related fine, penalty,
surcharge or interest) imposed, collected or assessed by, or payable to, any Government Authority anywhere in the world exercising
a fiscal, revenue, customs or excise function;


 


“Tongshengcheng”
means Beijing Tongshengcheng Investment Management Centre ( 北
京 同
盛 成
投 资
管 理
中 心
( 有
限 合
伙 )
), a limited partnership incorporated in the PRC;


 


“Transaction Documents”
means this Agreement, the Shareholders Agreement, the Share Charge and the Articles of Association;


 


“US Dollar”
or “USD” means the lawful currency of the United States of America;


 


“VIE Agreements”
means collectively the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of
Attorney, the Exclusive Option Agreement and the Share Pledge Agreement by and amongst the WFOE, the VIE Entity and/or the Founders
executed on 28 January 2014, as well as the Confirmation and Guarantee Letter and the Spousal Consent executed by each Founder
and his spouse, respectively, on the same date;


 


“VIE Entity”
means 北京联众互动网络股份有限公司,a
company limited by shares incorporated under the law of the PRC;


 


“Warranty” means
a statement contained in Schedule 4 and “Warranties” means all those statements;


 


“Warranty Claim”
means a claim by the Investor under or pursuant to the provisions of Clause 5.1; and


 


“Yile Shenglian”
means Beijing Yile Shenglian Enterprise Management Services Company Limited ( 北
京 亿
乐 升
联 企
业 管
理 服
务 有
限 公
司 ), a company incorporated in the PRC.


 




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		1.2	References



 


In this Agreement, a reference
to:


 


		1.2.1	a “subsidiary” means, with respect to a company, any other company, partnership,
joint venture or other organization (a) in which the first mentioned company directly or indirectly owns more than 50 per cent
of the voting shares, registered capital or other equity interest in the other company or (b) which the first company controls
through contracts agreements or other legally binding commitments;



 


		1.2.2	a “holding company” means, with respect to a company, any other company (a) which
directly or indirectly owns more than 50 per cent of the voting shares, registered capital or other equity interest in the first
mentioned company or (b) which controls the first mentioned company through contracts, agreements or other legally binding commitments;



 


		1.2.3	a “person” includes a reference to any individual, company, enterprise or other
economic organisation, or any government authority or agency, or any joint venture, association, partnership, collective, trade
union or employee representative body (whether or not having separate legal personality ) and includes a reference to that person's
legal personal representatives, successors and permitted assigns;



 


		1.2.4	a “party” or “parties”, unless the context otherwise requires,
is a reference to a party or parties to this Agreement and includes a reference to that party's legal personal representatives,
successors and permitted assigns;



 


		1.2.5	an agreement or a document is a reference to such agreement or document as amended, restated or
supplemented from time to time, unless otherwise expressed to the contrary;



 


		1.2.6	a document in the “agreed form” is a reference to a document in a form approved
and for the purposes of identification initialled by or on behalf of each party;



 


		1.2.7	“fully-diluted basis” means, in calculations of share or registered capital amounts,
that the calculation is to be made assuming that all outstanding options, warrants and other securities convertible into or exercisable
or exchangeable for such shares or registered capital, as applicable (whether or not by their terms then currently convertible,
exercisable or exchangeable), have been so converted, exercised or exchanged. Any such calculation that makes reference to a specific
date shall be appropriately adjusted to take into account any share split, share consolidation or similar event after such date;



 


		1.2.8	a clause, paragraph or schedule, unless the context otherwise requires, is a reference to a clause
or paragraph of, or schedule to, this Agreement;



 


		1.2.9	a statutory provision includes a reference to the statutory provision as modified from time to
time before the date of this Agreement and any implementing regulations made under the statutory provision (as so modified) before
the date of this Agreement;



 


		1.2.10	liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract,
deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression)
that agreement, contract, deed or other instrument;



 




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		1.2.11	a time of the day is a reference to the time in Hong Kong; and



 


		1.2.12	the singular includes the plural and vice versa unless the context otherwise requires.



 


		1.3	Schedules



 


The Schedules to this Agreement
form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and references
to this Agreement include the Schedules.


 


		1.4	Headings



 


The headings in this Agreement
do not affect its interpretation.


 


		1.5	Knowledge of Company



 


A reference in Schedule 4 to
“the knowledge of the Company” refers to the knowledge, information and belief of each Group Company, the directors,
legal representatives or Key Managers of each Group Company, in each case which knowledge shall be deemed to include those individuals’
actual knowledge, information and such knowledge, information as they would reasonably be expected to have after making reasonable,
inquiry of employees reporting to them reasonably to be believed to have knowledge of the matter in question.


 


		1.6	Exchange rate



 


For the purposes of this Agreement,
any monetary sum which is expressed in Renminbi and which is payable in US Dollars shall be converted into US Dollars at the middle
rate for the exchange of Renminbi into US Dollars at the close of business in the PRC on the date of this Agreement (or, if such
day is not a Business Day, on the Business Day immediately preceding such day) as published by the People's Bank of China.


 


		2	SALE AND PURCHASE



 


		2.1	Subscription of Series A Preferred Shares



 


		2.1.1	Each of Investor 1 and Investor 2 agrees to subscribe for, severally and not jointly, and the Company
agrees to issue and allot, the number of Series A Preferred Shares set out opposite Investor 1’s name in Part C of Schedule
2 (“Investor 1 Subscription Shares”) and set out opposite Investor 2’s name in Part C of Schedule 2 (“Investor
2 Subscription Shares”), respectively, in each case free from any Encumbrances. The aggregate subscription price for the
Investor 1 Subscription Shares (“Investor 1 Subscription Price”) shall be US Dollar 32,760,032.76 and for the
Investor 2 Subscription Shares (“Investor 2 Subscription Price”) shall be US Dollar 16,380,016.38, and the subscription
price per Share shall be US Dollar 0.57330058 (“Subscription Price Per Share”).



 




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		2.1.2	The Investor 1 Subscription Shares and the Investor 2 Subscription Shares, when issued at Completion,
will comprise 20% (“Investor 1 Share Percentage”) and 10% (“Investor 2 Share Percentage”),
respectively, of the Company's allotted and issued share capital on a fully-diluted basis and as enlarged by the Subscription Shares.



 


		2.1.3	The post-money valuation of the Company is RMB 1,000,000,000, which is calculated based on 10 times
the Anticipated 2014 Net Profit After Tax.



 


		2.2	Status of Series A Preferred Shares



 


The Company undertakes to the
Investors that the Series A Preferred Shares will, when issued, have such rights, powers and preferences in accordance with the
Articles of Association as set out in Schedule 8.


 


		3	COMPLETION CONDITIONS



 


		3.1	Conditions



 


Completion by each Investor is
conditional on each of the following Conditions being satisfied (or waived in accordance with Clause 3.3) on or before the Long
Stop Date:


 


		3.1.1	there has been (a) no breach of any of the Warranties set forth in Clause 1, 3.1, 3.2, 3.6, 3.7,
3.11, 16.6, 16.7 and 16.11 of Schedule 4 in any respect and (b) no material breach of any of the other Warranties, in each case
as given on the date of this Agreement and as at Completion as if made on that date;



 


		3.1.2	there has been no breach in any material respect by the Company any provision contained in this
Agreement and the other agreements to which it is a party and that are required to be performed or complied with by it on or before
the Completion Date;



 


		3.1.3	the Company having duly attended to and carried out all corporate procedures that are required
under the Applicable Laws of its place of incorporation or establishment to effect its execution, delivery and performance of this
Agreement and the other agreements with the Investors to which it has signed as a party, and the transactions contemplated thereby,
which corporate procedures shall include approval by the board of directors of the Company and the shareholder(s) of the Company
of the following:



 


		   (1)	the authorization and issuance of the Subscription Shares;



 


		   (2)	the execution, delivery and performance by the Company
of this Agreement and the other agreements with the Investors to which it is a party, and all the transactions contemplated by
this Agreement and the other agreements with the Investors to which it is a party; and



 


		   (3)	the adoption of the Articles of Association;



 


		3.1.4	all Permits required pursuant to any Applicable Laws or regulation of any Government Authority,
or pursuant to any contract binding on a Group Company or to which a Group Company or its material assets are subject or bound,
to consummate the transaction contemplated under this Agreement and other agreements with the Investors to which it has signed
as a party (to the extent that such transactions are to be completed on or prior to the Completion Date) having been obtained or
made;



 




    	- 13 -



    	 



    

 


		3.1.5	there has been no Material Adverse Change since the date of this Agreement;



 


		3.1.6	the completion of all steps of the reorganization of the Group (the “Reorganization”)
as set out in the reorganization memorandum in Schedule 10, with the exception of reorganization steps relating to Secondary SAFE
Registration, Special Dividend and the 8.7% Share Options (the “Post-Closing Reorganization Steps”), the due
execution of all agreements or other documents by the relevant parties in connection with the Reorganization and the obtaining
of all Permits necessary for the Reorganization, including but not limited to:



 


		   (1)	the direct or indirect acquisition by Mr. Liu, Mr. Zhang, Mr. Shen, Mr. Bao, Ms. Long and Ms. Wo
(on a pro-rata basis based on their respective equity interests holding in the VIE Entity) of 13% equity interests in the VIE Entity
from Jiuding;



 


		   (2)	the acquisition by Mr. Liu of 8.7% equity interests in the VIE Entity from Tongshengcheng;



 


		   (3)	the acquisition by Mr. Zhang of 7.3508% equity interests in the VIE Entity from Mr. Li;



 


		   (4)	the acquisition by Ms. Wo of 4.6964% equity interests in the VIE Entity from Yile ShengLian; and



 


		   (5)	the completion of preliminary registration by each ultimate individual shareholders of the Company
in respect of the round-trip investment pursuant to the Notice 75 and related implementing rules;



 


		3.1.7	Mr. Li having delivered a duly signed written confirmation to the Company acknowledging, among
other things, completion of the disposals of his equity interests in the VIE Entity at the agreed amount of consideration and his
awareness of the transactions contemplated by this Agreement, including the Subscription Price and the Reorganization for the purpose
of the proposed Qualified IPO;



 


		3.1.8	the due execution of each of the VIE Agreements by the relevant parties and the Company, the Founders
and the WFOE having delivered to the Investors all duly executed documents, with full and complete information to the satisfaction
of the Investors, necessary to enable the Investors to file, on behalf of the Founders and the VIE Entity, an application with
the competent local counterpart of State Administration for Industry & Commerce of the PRC or other relevant Government Authorities
under the PRC Law (the “Relevant Authorities”) for the registration of the pledge of the equity interests in
the VIE Entity (the “VIE Pledge”) granted under the Equity Pledge Agreement (the “Pledge Registration”);



 




    	- 14 -



    	 



    

 


		3.1.9	Mr. Liu having delivered an undertaking, to the satisfaction of the Investors (the “Undertaking”),
to enforce the 8.7% Share Options and confirming (1) 50.099% of the 8.7% Share Options have been transferred to the Existing Grantees
set forth in the Undertaking and (2) the remaining 8.7% Share Options shall be transferred to senior members of management of the
Group;



 


		3.1.10	the due execution and delivery of the other Transaction Documents;



 


		3.1.11	the due adoption of the Articles of Association by all necessary action of the board of directors
and shareholders of the Company;



 


		3.1.12	(1) the effective resignation of Mr. Liu and Mr. Zhang as directors of the VIE Entity; and (2)
the due execution of employment agreements between the WFOE and each of Mr. Eric Yang (杨庆)
and Mr. Frank Ng (伍国樑);



 


		3.1.13	the delivery to the Investors of each of the 2011 Draft Audited Accounts, 2012 Draft Audited Accounts
and 2013 Draft Audited Accounts together with the draft unqualified opinions thereon from the Auditors; and



 


		3.1.14	the relevant Group Company or its representatives (1) having acquired a compliance certificate
from the competent culture administration authority in provincial-level (省级文化主管机关或者其执法部门);
and (2) having completed and produced minutes of interviews with the competent authorities of culture administration and press
and publication in provincial-level (省级新闻出版机关及省级文化主管机关)
in the relevant jurisdiction within the PRC where the business of the Group is operated, which confirm that the VIE Agreements
are in compliance with the PRC Laws;



 


		3.1.15	the Company having delivered a draft business plan and budget for 12-months following the Completion;



 


		3.1.16	the Company having delivered the meeting minutes (the “Meeting Minutes regarding Special
Dividend”) which reveals that the sponsor and the Hong Kong legal counsel engaged by the Company to advise on the initial
public offering and the Auditor of the Company confirm that the Special Dividends and all actions thereof do not conflict with
Applicable Laws and the listing rules with respect to the Qualified IPO and will not have adverse effect to the application and
completion of the Qualified IPO; and



 


		3.1.17	delivery of a legal opinion issued by King and Wood Mallesons, the Company’s PRC Legal Counsel,
which in form and substance conforms to the opinion set forth in Schedule 13.



 


		3.2	Responsibility for satisfaction of Conditions



 


		3.2.1	The Company shall make commercially reasonable efforts to achieve satisfaction of each Condition
set out in Clause 3.1 as soon as possible and in any event not later than the Long Stop Date.



 


		3.2.2	If, at any time, any of the parties becomes aware of any fact or circumstance that might prevent
any Condition from being satisfied, it shall immediately inform the other parties in writing, and in any event no later than 2
days before the Long Stop Date.



 




    	- 15 -



    	 



    

 


		3.3	Waiver of Conditions



 


At any time on or before the
Long Stop Date, any Investor may waive a Condition set out in Clause 3.1 by notice to the Company on any terms it decides, and
such waiver may be subject to such terms and conditions as determined by such Investor.


 


		3.4	Non-satisfaction of Conditions



 


If any Condition has not been
satisfied by the Company before the Long Stop Date (and has not been waived in accordance with Clause 3.3), each Investor shall
have the right either (a) to terminate this Agreement with respect to itself with immediate effect by giving written notice to
the other Parties and Clause 7.3 shall apply, or (b) to waive the Conditions which have not been satisfied to the effect that the
Completion will take place by the Long Stop Date.


 


		4	COMPLETION



 


		4.1	Date and place



 


Completion shall take place on
the Completion Date at the offices of the Company or at such other place as the parties may agree on the Completion Date, and each
party shall perform its respective obligations under this Clause 4 and Schedule 3.


 


		4.2	Actions to be taken at Completion



 


At Completion:


 


		4.2.1	(a) Investor 1 shall pay the Investor 1 Subscription Price to the Company in US Dollars and (b)
Investor 2 shall pay the Investor 2 Subscription Price to the Company, in each case by transfer of immediately available funds
to the Company's Bank Account without any withholding, deduction or set-off; For the sake of clarity, the Investors shall initiate
the wiring of its Subscription Price at the date of Completion but not be obliged to guarantee the actual receipt of the Subscription
Price by the Company on the date of Completion.



 


		4.2.2	the Company shall:



 


		   (1)	allot and issue to (a) Investor 1 the Investor 1 Subscription Shares and (b) Investor 2 the Investor
2 Subscription Shares, in each case as fully paid and free from any Encumbrances;



 


		   (2)	register (a) Investor 1 as the holder of the Investor 1 Subscription Shares and (b) Investor 2
as the holder of the Investor 2 Subscription Shares, in each case in the register of members of the Company; and



 




    	- 16 -



    	 



    

 


		   (3)	deliver to (a) Investor 1 a share certificate in its name reflecting Investor 1 as the holder of
the Investor 1 Subscription Shares and (b) Investor 2 a share certificate in its name reflecting Investor 2 as the holder of the
Investor 2 Subscription Shares, which are first delivered in the form of scanned copies, and the effectiveness of which are conditional
solely upon the eventual receipt of the Proceeds by the Company. The original copy of such share certificates of the Investors
shall be released and delivered to each Investor immediately after the receipt of such Investor’s Subscription Price by the
Company.



 


		4.2.3	the Company and the Investors shall do all those things respectively required of them in Schedule
3.



 


		5	WARRANTIES



 


		5.1	Warranties



 


The Company warrants to the Investors
that each Warranty is true and accurate at the date of this Agreement and as of the Completion Date. The Investors acknowledge
and agree that other than the warranties of the Company set forth in Schedule 4 of this Agreement, there are no warranties express
or implied made directly or indirectly by the Company upon which the Investors have relied. The Company acknowledges that the Investors
in entering into this Agreement are relying on such warranties.


 


		5.2	Disclosure Letter



 


The Disclosure Letter as stated
in Schedules 6 of this Agreement is qualified in its entirety by reference to this Agreement, and is not intended to constitute,
and shall not be construed as constituting, representations or warranties of the Company except as and to the extent expressly
provided in this Agreement.


 


The information contained in
these Disclosure Letter is disclosed solely for purposes of the Agreement, and no information contained shall be deemed to be an
admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of Applicable
Laws or breach of contract).


 


		5.3	Separate and Independent



 


The Warranties are separate and
independent and save as expressly provided shall not be limited by reference to any other clause or anything in this Agreement
or any other Transaction Document.


 


		5.4	Survival



 


All of the Warranties shall survive
the execution and delivery of this Agreement and the Completion.


 


		6	UNDERTAKINGS AND ACKNOWLEDGEMENTS BY THE COMPANY



 


		6.1	Pre-Completion undertakings



 


Between the execution of this
Agreement and the Completion Date, the Company undertakes to the Investors to ensure that each Group Company complies with Schedule
5.


 




    	- 17 -



    	 



    

 


The Company shall keep the Investors
regularly informed of the progress of the Reorganization.


 


		6.2	Post-Completion undertakings



 


The Company undertakes to the
Investors that, unless otherwise agreed between the parties, to ensure that:


 


		6.2.1	the relevant Group Company shall
obtain, complete or renew all outstanding licenses and Permits as deemed necessary in customary industry practice for the business
operations of the Group including but not limited to those disclosed in the Disclosure Letter from the relevant Government Authorities
in the PRC (including but not limited to the competent authorities in culture administration, press and publication, industry
and information technology, communications administration, the internet supervision division of the Public Security Bureau and
the administration for industry and commerce (文化主管机关、新闻出版机关、工業和信息机关、通信管理机关、公安网监机关及工商行政机关)),
including but not limited to the following;



 


		   (1)	taking all measures necessary to cause the Group not to be subject to any material penalty or other
liability under any Applicable Laws in the PRC arising from any failure to complete the relevant filing procedures for all operating
online games developed and offered by the relevant Group Company in the PRC pursuant to the requirements of the Applicable Laws
in the PRC;



 


		   (2)	obtaining all outstanding prior approvals for all operating online games developed and offered
by the relevant Group Company from the General Administration of Press and Publication (新聞出版總署)
in accordance with the Applicable Laws in the PRC as soon as possible, but in any event no later than six (6) months after Completion;
and



 


		   (3)	acquiring the compliance certificates in connection with the business of the Group in the PRC from
the competent authorities in communications administration, taxation administration and the administration for industry and commerce
(通信管理机关、税务行政机关及工商行政机关))
in accordance with the Applicable Laws in the PRC as soon as possible, but in any event no later than one (1) month after Completion.



 


		6.2.2	immediately after the Completion (but in any event by no later than ten (10) Business Days after
the Completion), the Company shall declare a special dividend in the total amount of US$ equivalent of RMB 296,498,376.23 to the
holders holding Ordinary Shares, other than FounderCo 1B, at the date of payment of the special dividend (the “Special
Dividend”) and shall pay to the Founders their respective entitlements to the Special Dividend in the proportion as set
out in Part D of Schedule 2, provided that (i) the Special Dividend shall not adversely affect the Company’s financial
capacity to repay any due amount of any outstanding debt; and (ii) the Special Dividend will not violate the Articles of Association.
For the avoidance of doubt, both Investors shall not be entitled to be paid of any amount out of the Special Dividends;



 




    	- 18 -



    	 



    

 


		6.2.3	the audited consolidated balance sheet, profit and loss statement and cash flow statement of the
VIE Entity and its Subsidiaries for the 12-month period ended 31 December 2013, prepared by the directors of the VIE Entity in
accordance with PRC GAAP and all notes, reports and other documents annexed to those accounts, be prepared and delivered to the
Investors within thirty (30) days after the Completion;



 


		6.2.4	the 2013 Audited Accounts, which shall not contain any qualified opinions on the consolidation
of the operating results of all PRC Group Companies set out under Part B of Schedule 1, be prepared and delivered to the Investors
prior to March 30, 2014, provided that the delivery date of the 2013 Audited Accounts may be postponed to such date as deemed appropriate
by the Company in light of the requirements by a Qualified IPO (but in any event before the earlier of (a) the date that is 6 months
after the Investor Lock-Up Trigger (as defined in the Shareholders Agreement) and (b) October 31, 2014;



 


		6.2.5	FounderCo 1B shall enter into Option Award agreements (“Option Award Agreements”)
with each of the Existing Grantees to grant an option to purchase certain number of ordinary shares of the Company in accordance
with the Undertaking no later than five (5) weeks after Completion; and



 


		6.2.6	the Company shall procure the delivery to it of a legal opinion from King & Wood, the Company’s
PRC lawyers, in form and substance sufficient to satisfy the Hong Kong Stock Exchange in connection with an Qualified IPO;



 


		6.2.7	each Group Company shall (a) conduct any activity in accordance with any applicable statute, law,
rule, regulation, order or restriction of the government in respect of the conduct of its business or the ownership of its properties;
and (b) obtain and keep in good order all consents, permits, approvals, orders, authorizations or registrations, qualifications,
designations, declarations or filings by or with any Government Authority which are required to be obtained or made by such Group
Company in connection with the conduct of its business or the ownership of its properties, including without limitation, obtaining
all approvals and fillings with regard to poker competition activities, equipping with and continuously operating internet anti-addiction
system and not holding any activities involving gambling;



 


		6.2.8	The Company and the WFOE shall provide all information and take all actions and execute all
                                                                 documents necessary to authorize, facilitate and cooperate with the Investors for the completion of all necessary procedures
                                                                 under the Applicable Laws of the PRC (i) for the submission of the application for the Pledge Registration by the Investors,
                                                                 as the agents of the responsible parties for the Pledge Registration, no later than thirty (30) Business Days after the
                                                                 execution of the VIE Agreements and; (ii) to ensure that the Pledge is valid and enforceable under the Applicable Laws of the
                                                                 PRC upon such Pledge Registration;




 




    	- 19 -



    	 



    

 


		6.2.9	Notwithstanding clause 6.2.8, if the Investors, as the agents of the responsible parties for the
Pledge Registration, are unable to file the application for the Pledge Registration or complete the Pledge Registration for any
reason, the Company shall ensure the completion of the Pledge Registration within sixty (60) Business Days after the execution
of the VIE Agreements. For the avoidance of doubt, the failure of the Investors to file the application for the Pledge Registration
or complete the Pledge Registration shall not constitute a defense for the failure of the VIE Entity or its shareholders to observe
or perform any of the covenants or agreements under the VIE Agreements and the parties thereto shall continue to be bound by the
terms of the VIE Agreements.;



 


		6.2.10	In the event that the Company
                                         does not complete its Qualified IPO in 2014, the Company undertakes to the Investors
                                         the Management Report be prepared and delivered to the Investors prior to the 15th
                                         day after the end of each fiscal quarter, and provide the 2014 Audited Accounts
                                         which shall not contain any qualified opinions on the consolidation (on a pro forma basis)
                                         of the operating results of all PRC Group Companies within the period required by the
                                         Investors in order to facilitate the Investor to comply with Applicable Laws, rules of
                                         a listing authority or stock exchange on which such Investor’s shares are listed
                                         or traded, provided that the Investors shall give the Company a notice with respect thereto
                                         ahead of a reasonable period of time. In the event that the Company completes its Qualified
                                         IPO in 2014, the Company undertakes to the Investors the Management Report and 2014 Audited
                                         Accounts be prepared and delivered to the Investor as soon as possible to the extent
                                         permitted by Applicable Laws and listing rules of the stock exchange on which the Company’s
                                         shares are listed and traded.



 


		6.2.11	If the Company seeks a public offering in the United States, it will comply with any applicable
law and regulation and ensure that the Investors have the customary rights in connection with tax covenants and registration rights.



 


		6.2.12	The full repayment by Mr Liu
                                         and Mr Bao of the Shareholder Loan before February 26th, 2014. The tax liabilities
                                         incurred by the Shareholder Loan, if any, shall be borne or indemnified by the borrower
                                         of such Shareholder Loan and shall not have adverse effects on the Qualified IPO. Mr
                                         Liu and Mr Bao shall hold the Company harmless and indemnify the Company against any
                                         loss, damage or liability incurred by the Company in connection with the Shareholder
                                         Loan.



 


		6.2.13	The filing of the Articles of Association by all necessary action of the board of directors and
shareholders of the Company no later than the date to the extent permitted by Applicable Law.



 


		6.2.14	Maintenance of Stable Operation Circumstance. Each Group Company shall use commercially best efforts
to (i) maintain satisfactory performance, reliability, security, availability and sufficiency of network infrastructure for its
business operations, including without limitation bandwidth, servers, software, hardware, computer equipments, etc, and (ii) adopt
sound management systems to prevent any breakdowns or network system failures resulting in a prolonged shutdown of the Group’s
servers, and prevent the Group’s network system from damages from fire, flood, power loss, telecommunications failures, computer
viruses, hackings and other similar events, with the exception of force majeure events.



 




    	- 20 -



    	 



    

 


		6.2.15	All current or future employee loans provided by the Company shall be conducted in ordinary course
of business, or where such loans are not conducted in the ordinary course of business, the Company shall guarantee the recoverability
of such loans.



 


		6.2.16	Accounting Policies. The Financial Statements shall be prepared on a proper and consistent
basis in accordance with Applicable Laws and IFRS, and accounting policies and practices commonly used in the same industry shall
be adopted to recognize revenue or loss of the Group Company, particularly, (i) proper provision or reserve of liability or loss
shall be made with respect to those Bad Debts (as such term is defined in IFRS) of the Group Company, and the Group Company shall
clear such Bad Debts in a timely manner, (ii) the Group Company shall conduct a test of depreciation as to those assets which is
at a high risk of depreciation, and make proper provision or reserve of liability or loss for such depreciation of the assets in
a timely manner, and (iii) the forecast of the wireless business shall be based upon prudent accounting principles and the latest
operating environment.



 


		6.2.17	Transfer of Assets and Business. Provided that it is so required by Applicable Laws or rules
of listing authorities or stock exchanges, the Company shall cause and procure that certain assets, business or employees shall
be duly transferred and assigned to the WFOE from the VIE Entity to the extent as required.



 


		6.2.18	The Company shall procure each responsible party to submit to competent counterpart of SAFE the
application for Secondary SAFE Registration within 10 Business Days after the Completion Date and complete the Secondary SAFE Registration
on or before the end of May 2014.



 


		7	TERMINATION



 


		7.1	Right to terminate



 


		7.1.1	If, at any time before Completion:



 


		   (1)	there is a Material Adverse Change to the Group taken as a whole; or



 


		   (2)	the Company is in material breach of any Warranty or any provision of this Agreement;



 


any Investor may by notice in
writing to the Company elect to terminate this Agreement.


 




    	- 21 -



    	 



    

 


		7.1.2	This Agreement may be terminated by the parties by mutual written consent.



 


		7.2	Obligation to notify



 


		7.2.1	The Parties undertake to notify the others in writing immediately if he, she or it becomes aware
of a matter, breach, event, fact or circumstance that may give rise to a right of termination under Clause 7.1.1.



 


		7.3	Effect of termination



 


Each party's further rights and
obligations cease immediately on termination, except that Clauses 7, 10, 11, 15, 16 and 17 shall survive the termination of this
Agreement and shall continue in full force and effect. Termination does not affect a party's accrued rights and obligations as
at the date of termination and shall be without prejudice to the continued application of Clause 8 in respect of such accrued rights
and obligations.


 


		8	INDEMNITIES AND GUARANTEE



 


		8.1	Indemnities to the Investors



 


Subject to the limitations contained
in Clause 8.2, the Company shall indemnify, each of (a) Investor 1 and its directors, officers and Affiliates (each, an “Investor
1 Indemnitee”) and (b) Investor 2 and its directors, officers and Affiliates (each, an “Investor 2 Indemnitee”
and, together with the Investor 1 Indemnitees, the “Indemnitees”), and hold each of them harmless, on demand against
each loss, damage, payment, liability and cost (including reasonable legal costs and expenses) (collectively, “Losses”)
suffered or incurred by such Indemnitee as a result of or which arises out of or in connection with any of the following matters:


 


		8.1.1	any breach of any of the Warranties by the Company; or



 


		8.1.2	any breach or non-performance by the Company of any undertaking or provision contained in this
Agreement, including but not limited to the post-Completion undertakings under Clause 6.2.



 


		8.2	Limitations on Indemnity



 


The Company shall not be liable
for any claim for indemnification under Clause 8.1 unless:


 


		8.2.1	the amount of the Loss individually (or the aggregate of a series of related Losses arising out
of similar facts or circumstances) suffered by an Indemnitee exceeds RMB 1,000,000; and



 


		8.2.2	the amount of the Loss when aggregated with all other Losses suffered by an Indemnitee exceeds
RMB 10,000,000 in any calendar year,



 


at which point the Company shall
be liable for the full amount of such Losses and not the excess only.


 




    	- 22 -



    	 



    

 


		8.3	Domestic Dividend not a Breach



 


For the avoidance of doubt, the
Investors acknowledge and undertake that the Domestic Dividend shall not and will not be deemed to constitute a breach of the Transaction
Documents by the Company in any aspect.


 


		9	CONFIDENTIAL INFORMATION



 


		9.1	Confidentiality obligations



 


Each of the parties undertakes
to the other parties that before and after Completion it shall:


 


		9.1.1	not use or disclose to any person Confidential Information it has or acquires (except to the extent
necessary in the ordinary course of the business of a Group Company prior to Completion);



 


		9.1.2	make every effort to prevent the use or disclosure of Confidential Information (except as provided
in Clause 9.1.1); and



 


		9.1.3	procure that each of its Affiliates complies with Clauses 9.1.1 and 9.1.2.



 


		9.2	Exceptions



 


Clause 9.1 does not apply to
disclosure of Confidential Information:


 




    	- 23 -



    	 



    

 


		9.2.1	to any director, officer or employee of any party whose function requires him to have the Confidential
Information;



 


		9.2.2	to the extent that it is required to be disclosed by Applicable Laws, by any rule of a listing
authority or stock exchange on which any party's shares are listed or traded, or by any Government Authority with relevant powers
to which any party is subject or submits, provided that the disclosure shall so far as is practicable be made after consultation
with the other parties and after taking into account the other parties' reasonable requirements as to its timing, content and manner
of making or despatch;



 


		9.2.3	to any adviser for the purpose of advising any party in connection with the transactions contemplated
by this Agreement provided that such disclosure is essential for these purposes and that such party procures that such adviser
complies with Clause 9.1;



 


		9.2.4	by each Investor (a) to its Affiliates (for this purpose only, an Affiliate of such Investor shall
be deemed to include any investment fund which is advised or managed by such Investor or its Affiliates, and the Affiliates and
limited partners of such investment fund), and (b) in connection with a proposed exit (whether a Qualified IPO or otherwise) to
potential purchasers, investment banks, other intermediaries or any advisers in connection with such purpose, provided that such
disclosure shall not occurred during Investors’ lock-up period or be made in a manner incompliant with Applicable Laws or
applicable rules of listing authority or stock exchange;



 


		9.2.5	to the extent that the disclosing party has given prior written consent to such disclosure.



 


		10	ANNOUNCEMENTS



 


		10.1	Public announcements



 


Subject to Clause 10.2, none
of the parties may, before or after Completion, make or send a public announcement, communication or circular concerning the transactions
referred to in this Agreement unless it has first obtained the other parties' written consent, which may not be unreasonably withheld
or delayed.


 


		10.2	Exceptions



 


Clause 10.1 does not apply to
a public announcement, communication or circular required by Applicable Laws, by any rule of a listing authority or stock exchange
on which any party's shares are listed or traded, or by any Government Authority with relevant powers to which any party is subject
or submits, provided that the public announcement, communication or circular shall, so far as is practicable, be made after consultation
with the other parties and after taking into account the reasonable requirements of the other parties as to its timing, content
and manner of making or despatch.


 




    	- 24 -



    	 



    

 


		11	COSTS AND TAXES



 


		11.1	Costs



 


Each party shall pay its own
costs relating to the negotiation, preparation and execution of this Agreement and of each document referred to in it prior to
and upon Completion. Notwithstanding the foregoing, if Completion does not occur as a result of any breach of any provision in
this Agreement by the Company (including but not limited to non-satisfaction of any Conditions by the Company), the Company shall
reimburse the Investors for their respective fees and expenses incurred in connection with the preparation, negotiation and execution
of this Agreement provided that such fees and expenses for Investor 2 shall not exceed RMB 700,000 and such fees and expenses for
Investor 1 shall not exceed RMB 3,000,000.


 


		11.2	Taxes



 


Except as otherwise provided
in this Agreement, each of the parties shall be responsible for its own Tax liabilities arising from (i) the Subscription under
this Agreement and the other Transaction Documents; and (ii) any future exit out or disposal of shares of the Group. For the avoidance
of doubt, the Company shall not be responsible for any Tax Liabilities arising from the Reorganization.


 


		12	GENERAL



 


		12.1	Amendment



 


An amendment of this Agreement
is valid only if it is in writing and signed by or on behalf of each party.


 


		12.2	Waiver



 


The failure to exercise or the
delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of such right
or remedy. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of
the right or remedy or the exercise of another right or remedy.


 


		12.3	Remedies not exclusive



 


Each party's rights and remedies
contained in this Agreement are cumulative and not exclusive of other rights or remedies provided by law.


 


		12.4	Survival



 


Except to the extent that they
have been performed and except where this Agreement provides otherwise, the obligations contained in this Agreement remain in force
after Completion.


 


		12.5	Severability



 


The invalidity, illegality or
unenforceability of a provision of this Agreement does not affect or impair the validity of the remainder of this Agreement.


 




    	- 25 -



    	 



    

 


		12.6	Counterparts



 


This Agreement may be executed
in any number of counterparts, each of which when executed and delivered is an original and all of which together evidence the
same agreement.


 


		12.7	Further assurance



 


Each of the parties agrees to
perform (or procure the performance of) all such acts and things and/or to execute and deliver (or procure the execution and delivery
of) all such documents, as may be required by law or as may be necessary or reasonably requested by the other parties for giving
full effect to this Agreement and the other Transaction Documents. Unless otherwise agreed, each party shall be responsible for
its own costs and expenses incurred in connection with the provisions of this Clause 12.7.


 


		13	ENTIRE AGREEMENT



 


		13.1	This Agreement and the other Transaction Documents constitute the entire agreement and supersede
any previous agreements between the parties relating to the subject matter of this Agreement.



 


		13.2	Each party acknowledges and represents that it has not relied on or been induced to enter into
this Agreement by a representation, warranty or undertaking (whether contractual or otherwise) given by any of the other parties
other than the Warranties or as set out in this Agreement or the other Transaction Documents.



 


		13.3	Nothing in this Clause 13 shall have the effect of limiting or restricting any liability arising
as a result of any fraud, wilful misconduct or wilful concealment.



 


		14	ASSIGNMENT



 


		14.1	Assignment by Investors



 


Each Investor (and its successors
and assigns) may not, without the consent of the Company, assign the benefit of all or any of its rights to any third parties other
than (a) its Affiliates under this Agreement and (b) following Completion, any third-party transferee of such Investor permitted
under the Shareholders Agreement.


 


		15	NOTICES



 


		15.1	Format of notice



 


A notice or other communication
under or in connection with this Agreement (a “Notice”) shall be:


 


		15.1.1	in writing;



 


		15.1.2	in English or Chinese; and



 


		15.1.3	delivered personally or sent by a reputable international courier (e.g. FedEx, DHL) to the party
due to receive the Notice at its address set out in Clause 15.3 or to such other addressee, or address as the party due to receive
the Notice may specify by giving the other party due to send the Notice not less than five (5) Business Days' written notice before
the Notice was despatched.



 




    	- 26 -



    	 



    

 


		15.2	Delivery of notice



 


Unless there is evidence that
it was received earlier, a Notice is deemed to have been duly given if:


 


		15.2.1	delivered personally, at the time its written receipt is signed for, whether or not the person
signing for such receipt has authority to do so; and



 


		15.2.2	sent by a reputable international courier, three (3) Business Days after posting it.



 


		15.3	Address



 


The address referred to in Clause
15.1.3 is:


 


	Name of party	 	Address	 	Marked for the attention of
	 	 	 	 	 
	Company	 	16F Tower B Fairmont, No.1Building, 33#Community,Guangshu n North Street, Chaoyang District, Beijing 100102 CHINA	 	Yang Eric Qing
	 	 	 	 	 
	Investor 1	 	1505 West Tower, Twin Towers, B-12 Jianguomenwai Avenue, Chaoyang District, Beijing, China	 	Chen Xian
	 	 	 	 	 
	 	 	 	 	 
	Investor 2 	 	35F, Tengda Plaza, No.168 Xizhimenwai Street, Haidian District, Beijing, China.	 	Fan Tai


 


		16	GOVERNING LAW AND JURISDICTION



 


		16.1	Governing law



 


This Agreement is governed by,
and shall be construed in accordance with, the laws of Hong Kong.


 


		16.2	Arbitration



 


Any dispute arising from or connected
with this Agreement including, without limitation, a dispute regarding the existence, validity or termination of this Agreement
or the consequences of its nullity shall be settled by arbitration by Hong Kong International Arbitration Centre (“HKIAC”)
in accordance with the HKIAC Administered Arbitration Rules in effect at the time of application for arbitration. The place of
arbitration and the place of oral hearing shall be Hong Kong. The arbitral award made by HKIAC shall be final and binding upon
the parties. The arbitration proceedings shall be conducted in English.


 



    	- 27 -



    	 



    

 


		16.3	Appointment of arbitrators



 


The arbitration tribunal shall
consist of three (3) arbitrators. The claimant shall select one (1) arbitrator, and the respondent shall select one (1) arbitrator.
The third (3rd) arbitrator, who shall be the presiding arbitrator, shall be jointly appointed by the first two (2)
arbitrators so appointed. If either the claimant or the respondent fails to select an arbitrator or the parties fail to agree
on the choice of the third (3rd) arbitrator, HKIAC shall make the appointment on their behalf.


 


		16.4	Interim relief



 


Notwithstanding this Clause 16,
any party may apply for a preservation order or seek other interim relief in any court of competent jurisdiction.


 


		16.5	Effect of this Agreement during arbitration



 


During the conduct of any arbitration
proceedings pursuant to this Clause 16, this Agreement shall remain in full force and effect in all respects except for the matter
under arbitration and the parties shall continue to perform their obligations hereunder, except for those obligations involved
in the matter under dispute, and to exercise their rights hereunder.


 


		16.6	Specific performance



 


Each of the parties agree that
if any of the undertakings, covenants or agreements contained in this Agreement are not performed or complied with in accordance
with their specific terms or are otherwise breached, irreparable damage could occur to the non-breaching party or parties, no adequate
remedy at law could exist and damages could be difficult to determine. Accordingly, the each of the parties shall be entitled to
seek specific performance of the terms hereby by the Company and each other party and immediate preliminary or permanent equitable
or injunctive relief, without posting bond or other security.


 


		17	GOVERNING LANGUAGE



 


This Agreement is written in
English. If this Agreement is translated into any other language, the English version shall prevail.


 




    	- 28 -



    	 



    

 


SCHEDULE 1


INFORMATION ABOUT THE COMPANY


AND THE SUBSIDIARIES


 


PART A: THE COMPANY


 


		1.	Registered number: 283325



 


		2.	Place of incorporation: the Cayman Islands



 


		3.	Address of registered office: P.O Box 309, Ugland House,
Grand Cayman, KY1- 1104 Cayman Islands



 


		4.	Type of company: exempted company



 


		5.	Authorised share capital: 1,000,000,000 Shares of a single
class each with a par value of US$ 0.00005 each



 


		6.	Issued share capital: 200,000,000 Ordinary Shares with
a par value of US$ 0.00005 each



 


		7.	Shareholders:



 


		(1)	FounderCo 1A, holding 51,391,864 Ordinary Shares of the Company which represents 25.70% per cent
of the issued and allotted shares of the Company



 


		(2)	FounderCo 1B, holding 24,857,142 Ordinary Shares of the Company which represents 12.43% per cent
of the issued and allotted shares of the Company



 


		(3)	FounderCo 2, holding 57,549,680 Ordinary Shares of the Company which represents 28.77% per cent
of the issued and allotted shares of the Company



 


		(4)	FounderCo 3, holding 30,827,444 Ordinary Shares of the Company which represents 15.41% per cent
of the issued and allotted shares of the Company



 


		(5)	FounderCo 4, holding 14,598,436 Ordinary Shares of the Company which represents 7.30% per cent
of the issued and allotted shares of the Company



 


		(6)	FounderCo 5, holding 10,282,210 Ordinary Shares of the Company which represents 5.14% per cent
of the issued and allotted shares of the Company



 


		(7)	FounderCo 6, holding 10,493,224 Ordinary Shares of the Company which represents 5.25% per cent
of the issued and allotted shares of the Company



 


		8.	Directors:



 


		(1)	Zhang Rongming



 


		(2)	Liu Jiang



 


		(3)	Yang Eric Qing



 


		(4)	Ng Kwok Leung



 




    	- 29 -



    	 



    

 


PART B: THE SUBSIDIARIES


 


	
        Name of the

        Subsidiaries
	 	
        Place of

        incorporation
	 	
        Address of

        registered office
	 	Share Capital	 	
        Percentage of

        controlling

        interest held by

        the Company

	 	 	 	 	 	 	 	 	 
	Lianzhong International Company Limited	 	British Virgin Islands	 	
        P.O.Box 957,

        Offshore Incorporations Centre, Road Town,
        Tortola,British Virgin Islands
	 	
        Authorised share capital :US$780,000;

         

        Issued share capital: US$780,000
	 	100%
	 	 	 	 	 	 	 	 	 
	
        Lianzhong Treasury Land Co.

        Ltd.
	 	British Virgin Islands	 	
        P.O.Box 957,

        Offshore Incorporations Centre, Road Town,
        Tortola,British Virgin Islands
	 	
        Authorised share capital :US$ 50,000;

         

        Issued share capital: US$100
	 	100%
	 	 	 	 	 	 	 	 	 
	Shanghai Lianzhong Ji ayuan Compu ter Technology Co., Ltd	 	PRC	 	
        Room 3145, No.6

        Building, 4988 Cao'an Road, Jiading District,
        Shanghai
	 	Registered capital:RMB10 million	 	100%
	 	 	 	 	 	 	 	 	 
	Beijing Yaolian Interactive Cultural Propagation Co. Ltd.	 	PRC	 	No. 7, Juyuan West Road, Mapo Village, Shunyi District, Beijing	 	Registered capital:RMB2 million	 	51%


 




    	- 30 -



    	 



    

 


SCHEDULE 2


SHARE CAPITALISATION


 


PART A


SHARE CAPITALISATION IMMEDIATELY BEFORE
THE CHANGE OF


SHAREHOLDING STRUCTURE


 


	Shareholder	 	No. of Shares	 	 	Type of Shares	 	Ownership 
Percentage	 
	FounderCo 1A	 	 	53,580,000	 	 	Ordinary Shares	 	 	26.79	%
	FounderCo 1B	 	 	17,400,000	 	 	Ordinary Shares	 	 	8.70	%
	FounderCo 2	 	 	60,000,000	 	 	Ordinary Shares	 	 	30	%
	FounderCo 3	 	 	32,140,000	 	 	Ordinary Shares	 	 	16.07	%
	FounderCo 4	 	 	15,220,000	 	 	Ordinary Shares	 	 	7.61	%
	FounderCo 5	 	 	10,720,000	 	 	Ordinary Shares	 	 	5.36	%
	FounderCo 6	 	 	10,940,000	 	 	Ordinary Shares	 	 	5.47	%



 


PART B


SHARE CAPITALISATION AS OF SIGNING


 


	Shareholder	 	No. of Shares	 	 	Type of Shares	 	Ownership 
Percentage	 
	FounderCo 1A	 	 	51,391,864	 	 	Ordinary Shares	 	 	25.70	%
	FounderCo 1B	 	 	24,857,142	 	 	Ordinary Shares	 	 	12.43	%
	FounderCo 2	 	 	57,549,680	 	 	Ordinary Shares	 	 	28.77	%
	FounderCo 3	 	 	30,827,444	 	 	Ordinary Shares	 	 	15.41	%
	FounderCo 4	 	 	14,598,436	 	 	Ordinary Shares	 	 	7.30	%
	FounderCo 5	 	 	10,282,210	 	 	Ordinary Shares	 	 	5.14	%
	FounderCo 6	 	 	10,493,224	 	 	Ordinary Shares	 	 	5.25	%



 




    	- 31 -



    	 



    

 


PART C


SHARE CAPITALISATION IMMEDIATEDLY AFTER
COMPLETION


 


	Shareholder	 	No. of Shares	 	 	Type of Shares	 	Ownership 
Percentage	 
	FounderCo 1A	 	 	51,391,864	 	 	Ordinary Shares	 	 	17.99	%
	FounderCo 1B	 	 	24,857,142	 	 	Ordinary Shares	 	 	8.70	%
	FounderCo 2	 	 	57,549,680	 	 	Ordinary Shares	 	 	20.14	%
	FounderCo 3	 	 	30,827,444	 	 	Ordinary Shares	 	 	10.79	%
	FounderCo 4	 	 	14,598,436	 	 	Ordinary Shares	 	 	5.11	%
	FounderCo 5	 	 	10,282,210	 	 	Ordinary Shares	 	 	3.60	%
	FounderCo 6	 	 	10,493,224	 	 	Ordinary Shares	 	 	3.67	%
	Investor 1	 	 	57,142,856	 	 	Series A Preferred Shares	 	 	20.00	%
	Investor 2	 	 	28,571,428	 	 	Series A Preferred Shares	 	 	10.00	%



 


PART D


SPECIAL DIVIDENDS


 


	Shareholder	 	Dividends
	FounderCo 1A	 	US$ Equivalent of RMB 86,987,189.48
	FounderCo 2	 	US$ Equivalent of RMB 97,426,067.91
	FounderCo 3	 	US$ Equivalent of RMB 52,189,845.56
	FounderCo 4	 	US$ Equivalent of RMB 24,713,096.39
	FounderCo 5	 	US$ Equivalent of RMB 17,398,347.21
	FounderCo 6	 	US$ Equivalent of RMB 17,783,829.68


 




    	- 32 -



    	 



    

 


SCHEDULE 3


COMPLETION REQUIREMENTS


 


		1.	Company's obligations



 


		1.1	At Completion, the Company shall deliver or procure to be delivered to the Investors:



 


		1.1.1	(if not already delivered) evidence in a form reasonably satisfactory to the Investors of the satisfaction
of the Conditions in Clauses 3.1.1 to 3.1.7, as evidenced by a certificate from the Company dated as of the Completion Date signed
by a director of the Company);



 


		1.1.2	employment contract signed by the Key Managers and the WFOE including provisions on non-competition,
confidentiality;



 


		1.1.3	(if not already delivered) as evidence of the authority of each person executing a document referred
to in this schedule on the Company's behalf:



 


		(1)	a copy of the resolution of or the minutes of a duly
held meeting of the directors of the Company (or a duly constituted committee thereof) authorising the execution, delivery and
performance by the Company of the document; or



 


		(2)	a copy of the power of attorney conferring the authority, in each case certified to be a true copy
by a director or the secretary of the Company;



 


		1.1.4	the new share certificate(s) to be issued in the name of the Investors in respect of their respective
Subscription Shares;



 


		1.1.5	the register of members of the Company evidencing the registration of the Investors as shareholders
of the Company and their respective legal ownership of the Subscription Shares or a copy certified to be a true copy by the Company's
service provider;



 


		1.1.6	a copy of unanimous written resolutions of the shareholders
of the Company to (i) approve 85,714,284 of 1,000,000,000 ordinary shares of a par value of US$0.00005 each be re-designated and
re-classified as Series A Preferred Shares of a par value of US$0.00005 each such that the authorised share capital of the Company
is US$50,000 divided into 1,000,000,000 shares of a par value of US$0.00005 each consisting of 914,285,716 ordinary shares of
a par value of US$0.00005 each and 85,714,284 Series A Preferred Shares of a par value of US$0.00005 each (ii) adopt the Articles
of Association containing the rights, powers and preferences of the Series A Preferred Shares set out under Schedule 8; (iii)
appoint the Investor Directors to the Board; (iv) authorise the register office provider of the Company to file the change of
authorised capital of the Company and the Articles of Association with the register office provider of Company in the Cayman Islands;and
(v) approve the declaration and payment of the Special Dividend;



 




    	- 33 -



    	 



    

 


		1.1.7	a copy of the resolutions of the Board of the Directors of the Company in the agreed form approving
the execution, delivery and performance of this Agreement, each of the other Transaction Documents to which the Company is a party
and the issue of the Subscription Shares;



 


		1.1.8	evidence that the Company is in good standing with the register of the Company as at 29 January
2014;



 


		1.1.9	a legal opinion from Maples and Calder, the Company's Cayman Islands counsel dated as of the Completion
Date in the form and substance satisfactory to the Investors;



 


		1.1.10	a certificate of incumbency issued by the register office provider of the Company dated as of the
Completion Date in the form and substance satisfactory to the Investors;



 


		1.1.11	a copy of duly signed resignation letters from each of Mr. Liu and Mr. Zhang as directors
of the VIE;



 


		1.1.12	a copy of the duly executed employment agreement between the WFOE and each of Mr. Eric Yang (杨庆)
and Mr. Frank Ng (伍国樑);



 


		1.1.13	a copy of each of the 2011 Draft Audited Accounts and 2012 Draft Audited Accounts;



 


		1.1.14	a copy of the PRC Legal opinion issued by King and Wood Mallesons, the Company’s PRC counsel,
dated as of the Completion Date, which in form and substance conforms to the opinion set forth in Schedule 13; and



 


		1.1.15	Meeting Minutes regarding the Special Dividend.



 


		2.	Investors’ Obligations



 


At Completion, each Investor
shall respectively deliver or procure to be delivered to the Company:


 


		2.1	its Subscription Price to the Company in US Dollars by transfer of immediately available funds
to the Company's Bank Account and document from its bank evidencing the Subscription Price has been wired to the Company;



 


		2.2	copies of the resolutions of the board of directors of such Investor approving the execution, delivery
and performance of this Agreement, and each of the other Transaction Documents to which such Investor is a party; and



 


		2.3	a Consent and Waiver in respect of the Special Dividends in form and substance conforms to Schedule
14.



 




    	- 34 -



    	 



    

 


SCHEDULE 4


WARRANTIES


 


Table of Contents


 


	No.	Subject Matter	 
	 	 	 
	1.	Capacity and Authority	36
	2.	Information	36
	3.	Shares and Subsidiaries	37
	4.	Accounts	38
	5.	Changes since the balance sheet date	39
	6.	Tax	40
	7.	Assets and Properties	41
	8.	Intellectual Property	41
	9.	Agreements	42
	10.	Employees	43
	11.	Pensions, Social Insurance Funds and Social Welfare Schemes	43
	12.	Liabilities	44
	13.	Permits	44
	14.	Effect of Sale	44
	15.	Bankruptcy, Insolvency, Winding up etc.	44
	16.	Litigation and Compliance with Law	45


 




    	- 35 -



    	 



    

 


		1	CAPACITY AND AUTHORITY



 


The Company is duly incorporated
and registered under the laws of Cayman Islands, is in good standing and has been in continuous existence since its incorporation.


 


		1.1	Each Non-PRC Group Company is duly incorporated as a limited liability company under the respective
laws of its jurisdiction of incorporation and has been in continuous existence since its incorporation.



 


		1.2	Each PRC Group Company is duly established as a company under the laws of the PRC and has been
in continuous existence since its registration.



 


		1.3	The Company has the right, power and authority, and has taken all action necessary, to execute,
deliver and to exercise its rights, and perform its obligations, under this Agreement and each other Transaction Document to which
it is a party. The Company has the power and authority to allot and issue the Subscription Shares in accordance with the terms
of this Agreement and all actions on the part of the Company necessary for the issuance of the Subscription Shares have been taken
or will be taken prior to Completion.



 


		1.4	Each Group Company has the right, power and authority to own its assets and properties and to conduct
its business as conducted and as proposed to be conducted on the date on which this Warranty is given.



 


		1.5	The Company's obligations under this Agreement and each other Transaction Document to which it
is a party are, or when the relevant document is executed will be, valid, legal and binding, and enforceable in accordance with
their terms.



 


		1.6	As at the Completion Date, the Company has obtained all necessary corporate approvals and authorisations
in relation to the transaction contemplated by this Agreement. All consents, approvals, orders or authorizations of; or registrations,
qualifications, designations, declarations or filings with, any Government Authority or any other competent corporate authority
required in connection with the execution, delivery and performance by the Company of this Agreement to which it is a party and
the consummation of the transactions contemplated hereby or thereby have been obtained.



 


		1.7	The copies of the charter documents of each Group Company, each of which is effective as of the
date hereof and has not been superseded. All legal and procedural requirements and other formalities concerning such charter documents
have been duly and properly complied with in all material respects.



 


		1.8	The registers of mortgages and charges, register of shareholders, register of directors, resolutions
and all other material corporate documents of each Group Company have been maintained in accordance with Applicable Laws.



 


		2	INFORMATION



 


		2.1	The Company has fully provided the Investors with all the information that the Investors have reasonably
requested. No representation or warranty by the Company in this Agreement and no information or materials provided by the Company
to the Investor in connection with its due diligence investigation of the Company or the negotiation and execution of this Agreement
contains or will contain any untrue statement or omits or will omit to state any fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances in which they are made, not misleading. The information
contained in any written communication supplied to the Investors or any of their advisors by or on behalf of the Company in the
course of the negotiations leading to this Agreement is true, accurate and not misleading.



 




    	- 36 -



    	 



    

 


		3	SHARES AND SUBSIDIARIES



 


		3.1	As at the date of this Agreement, the authorised share capital of the Company is US$50,000 divided
into 1,000,000,000 ordinary shares of a par value of US$0.00005 each of which 200,000,000 ordinary shares of a par value of US$0.00005
are in issue and have been duly authorised, validly issued and have been allotted and issued as fully paid and non-assessable (meaning
no further sums are required to be paid by the holders thereof) free from any Encumbrances. Part A of Schedule 2 sets out a true,
complete, accurate and not misleading list of, as at the date of this Agreement, all holders of Shares or other rights convertible
or exchangeable into shares of the Company, together with the number held by each of them.



 


		3.2	As at Completion, 85,714,284 of 1,000,000,000 ordinary shares of a par value of US$0.00005 each
will be re-designated and re-classified as Series A Preferred Shares of a par value of US$0.00005 each such that the authorised
share capital of the Company will be US$50,000 divided into 1,000,000,000 shares of a par value of US$0.00005 each consisting of
914,285,716 ordinary shares of a par value of US$0.00005 each and 85,714,284 Series A Preferred Shares of a par value of US$0.00005
each. Part C of Schedule 2 sets out a true, complete, accurate and not misleading list of equity holders of the Company, as at
Completion immediately after the allotment and issue of the shares of the Company, together with the number held by each of them.



 


		3.3	Except as disclosed in the Disclosure Letter, none of the Group Companies presently owns or controls,
directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity.



 


		3.4	The Company is a holding company and save for its holding of 100 percent of the share capital in
the HKCo, it has not carried out any business since the date of its incorporation and does not have any assets or liabilities or
engage any employees.



 


		3.5	The HKCo is a holding company and save for its holding of 100 percent of the share capital in WFOE,
it has not carried out any business since the date of its incorporation and does not have any assets or liabilities or engage any
employees.



 


		3.6	The entire registered capital of each PRC Group Company is legally and beneficially owned by its
relevant shareholders as shown in Part B of Schedule 1, and has been fully, validly and punctually paid-up in accordance with its
articles of association and PRC Applicable Laws and has been verified as being fully, validly and punctually paid up by a duly
qualified accountant registered in the PRC. Save for the Subsidiaries shown in Part B of Schedule 1, the Company does not own any
Equity Securities of, or other direct or indirect interest of any kind in, any other person.



 




    	- 37 -



    	 



    

 


		3.7	The WFOE has entered into VIE Agreements with the VIE Entity and the VIE Entity’s shareholders.



 


		3.8	Except that the VIE Entity’s shareholders are obliged to respectively pledge their shares
of the VIE Entity in favour of the WFOE pursuant to the VIE Agreements, there is no Encumbrance, and there is no agreement, arrangement
or obligation to create or give any Encumbrance, in relation to any of the Shares or Equity Interests in the capital of any Group
Company.



 


		3.9	Other than this Agreement, there is no agreement, arrangement or obligation requiring the issue,
transfer, redemption or repurchase of, or the grant to a person of the right (conditional or not) to require the issue, transfer,
redemption or repurchase of, the Equity Securities of any Group Company (including, without limitation, an option or right of pre-emption
or conversion into Shares or any share or equity interest in the capital of any Group Company).



 


		3.10	The information set out in Schedule 1 is true, complete, accurate and not misleading.



 


		3.11	The Subscription Shares when issued and paid for as provided in this Agreement will be duly validly
issued, fully paid and non-assessable. The Subscription Shares are and will be free of Encumbrances or restrictions on transfer
other than restrictions on transfer under this Agreement, the Articles of Association, the Shareholders Agreement and any applicable
securities or corporate laws.



 


		3.12	Each Group Company has made and kept books, records, and accounts which, in reasonable detail,
accurately and fairly reflect its transactions and dispositions of assets.



 


		4	ACCOUNTS



 


		4.1	In respect of the unaudited consolidated financial statements of each Group Company delivered to
the Investors (including balance sheets, cash flow statements and income statements) from the inception of each Group Company to
October 31, 2013 (the foregoing financial statements and any notes thereto are hereinafter referred to as the “Financial
Statements”, and October 31, 2013, the “Balance Sheet Date”), the Financial Statements are accurate
and complete in all material respects and present fairly the financial position of each of the Group Companies as of the respective
dates thereof and the results of operations of such Group Company for the periods covered thereby.



 


		4.2	The 2013 Draft Audited Accounts have been prepared on a proper and consistent basis in accordance
with Applicable Laws and International Financial Reporting Standards. The 2013 Draft Audited Accounts will conform with the 2013
Audited Accounts in any and all material aspects.



 


		4.3	No change in accounting policies has been made from each of the two financial years immediately
preceding 31 December 2013 in preparing the 2013 Audited Accounts, except as stated in the adjusted balance sheet and profit and
loss account for such financial year.



 




    	- 38 -



    	 



    

 


		4.4	The 2013 Draft Audited Accounts are true and accurate and show a true and fair view of the assets,
liabilities and financial position and affairs of the PRC Group Companies as at 31 December 2013 respectively, and of the profits
and losses of the PRC Group Companies for the financial year ended 31 December 2013, respectively. The 2013 Draft Audited Accounts
disclose and make full provision or reserve for or note (i) all 1iabilities, including all contingent, unqualified or disputed
1iabilities, of the relevant Group Company; and (ii) all capital and other commitments of the relevant Group Company.



 


		5	CHANGES SINCE THE BALANCE SHEET DATE



 


Since the
Balance Sheet Date and as of the date of this Agreement, with respect to each of the Group Companies, other than the transactions
as contemplated in accordance with the Transaction Documents,


 


		5.1	each Group Company's business has been operated in the ordinary course as a going concern and there
not been any interruption or alteration in the nature, scope or manner of the business of the Group as a whole;



 


		5.2	there has been no Material Adverse Change to the Group taken as a whole;



 


		5.3	no material adverse change other than in the ordinary course of business of any Group Company has
occurred in the assets and liabilities shown in the 2013 Draft Audited Accounts;



 


		5.4	each Group Company has not declared, paid or made a dividend or distribution other than the Domestic
Dividend;



 


		5.5	each Group Company has not allotted, issued, repurchased or redeemed any share or registered capital
or made an agreement or arrangement or undertaken an obligation to do any of those things except for performing their obligations
under the Transaction Documents; and



 


		5.6	except as disclosed in the Disclosure Letter, there has not been:



 


		 (i)	any failure by any Group Company to pay its creditors in the ordinary course of business;



 


		(ii)	any expenditure or other purchase of tangible assets in excess of RMB1,000,000, or make any expenditure
or other purchase of intangible assets (including equity securities in any Group Company) in excess of RMB3,000,000, other than
the purchase of game products not in excess of RMB5,000,000 for any single item, or make any investment in securities, futures
and any financial derivative;



 


		(iii)	any merger or consolidation with any other company or acquisition of or by another company or formation
of any non-wholly owned subsidiary of the Group which exceeds RMB3,000,000, other than the acquisition of or investment in companies
that own game products not in excess of RMB5,000,000 for any single item;



 


		(iv)	any resignation, threatened resignation or termination of any senior management members of any
Group Company or any change of the legal representative of any Group Company that may have a material adverse effect on the operations
of the Company;



 




    	- 39 -



    	 



    

 


		(v)	any reduction in the value of the net tangible assets of the Group as a whole on the basis of the
accounting valuations adopted in the 2013 Draft Audited Accounts (other than normal depreciation and amortization);



 


		(vi)	other than in the ordinary course of business consistent with past practice, any assignment, grant
of an exclusive license under or grant of a covenant not to sue in respect of any Intellectual Property Rights, or abandonment
or lapse of any Intellectual Property Rights owned by a Group Company; or



 


		(vii)	any agreement or commitment by any Group Company to do any of the things described in this paragraph
5.6 of Schedule 4.



 


		6	TAX



 


		6.1	Each Group Company has paid all Tax which it has become liable to pay as required by the Government
Authorities or which it is obligated to withhold and remit from any amounts owing to any employee, creditor, customer or third
party and is not, and has not been, liable to pay any penalty, surcharge, fine or interest in connection with Tax.



 


		6.2	To the knowledge of the Company, no Group Company is involved in any dispute with any Government
Authority in relation to Tax which involves any Group Company.



 


		6.3	No Group Company is or has at any time been in violation of any Applicable Law regarding Tax, which
may result in material liability or criminal or administrative sanction or otherwise have a material adverse effect on any Group
Company. To the knowledge of the Company, no Group Company has been, or currently is, the subject of any examination or investigation
by any Tax Government Authority relating to the conduct of its business or the payment or withholding of Taxes that has not been
resolved. To the knowledge of the Company, no claim has been made by any Tax Government Authority in a jurisdiction where any Group
Company does not file Tax returns that such Group Company is subject to taxation by that jurisdiction.



 


		6.4	Each Group Company has duly and timely filed all Tax returns that are required to have been filed
by it with any Government Authority. All Tax returns and reports submitted by each Group Company are true and correct in all material
respects and all records relating to Tax returns or to the preparation thereof required by Applicable Laws to be maintained by
the Group have been duly maintained.



 


		6.5	The execution and performance of the transactions contemplated by this Agreement or the Shareholders
Agreement or the carrying out of any transaction pursuant to any provision of this Agreement or the Shareholders’ Agreement,
will not result in any Tax treatment, benefits or exemptions enjoyed by the Group under Applicable Laws or otherwise being eliminated
or reduced, or render the Group liable for any, or any additional, Tax, except for stamp duties and Taxes payable due to the transaction
itself.



 


		6.6	The 2013 Draft Audited Accounts make full provision or reserve in respect of any period ended on
or before 31 December, 2013 for all Tax assessed or liable to be assessed on the Group or for which the Group is accountable as
at 31 December, 2013.



 




    	- 40 -



    	 



    

 


		7	ASSETS AND PROPERTIES



 


Each Group Company owns or possesses
sufficient legal rights to all properties and assets, as are necessary to the conduct of such Group Company’s business as
now conducted, without any material conflict with, or infringement of, the rights of others. Each of the Group Companies has good
and marketable title to its properties and assets subject to no Encumbrance except as disclosed in the Disclosure Letter and except
as provided under the VIE Agreements. With respect to the property and assets it leases, each of the Group Companies is in compliance
with such leases in material aspects and each of the Group Companies holds valid and stable leasehold interests in such assets.


 


		8	INTELLECTUAL PROPERTY



 


		8.1	Each of the material Intellectual Property Rights is (a) either (i) owned exclusively and without
any Encumbrance by a Group Company or (ii) legally granted to the relevant Group Company pursuant to a valid licence which is not
terminable as a result of the transactions contemplated by this Agreement; and (b) valid and enforceable and nothing has been done
or omitted to be done by which it may cease to be valid or enforceable, including without limitation the filing and maintenance
of registrations with the appropriate authorities. No Group Company is under any obligation, either contractual or legal, that
restricts in any manner the use, transfer or licensing of its Intellectual Property Rights which could cause material adverse effect
to the Company. The Disclosure Letter contains a list of Intellectual Property Rights used in the conduct of the Group’s
business and the Intellectual Property Rights include all the Intellectual Property necessary and sufficient to conduct the business
of the Group as currently conducted and, to the knowledge of the Company, as proposed to be conducted.



 


		8.2	Except as disclosed in the Disclosure Letter, (i) the activities of each Group Company have not
infringed, misappropriated, misused, violated or otherwise made use of without authorisation the Intellectual Property of a third
party, and (ii) no civil, criminal, arbitration, administrative or other proceeding or dispute, claim or complaint has been filed
or made by a third party alleging that the activities of any Group Company have infringed, misappropriated, misused or violated
the Intellectual Property of a third party or otherwise disputing the right of any Group Company to use any Intellectual Property
Right, which may have material adverse effect .



 


		8.3	Except as disclosed the Disclosure Letter, any and all Intellectual Properties necessary and material
for the Group Companies’ business as now conducted have been independently developed or legally acquired and duly owned by
the Group, free and clear of Encumbrances and without material conflict with or infringement of the rights of others in material
aspects, and the Group Companies have a valid right or license to use such Intellectual Properties. The Disclosure Letter contains
a complete list of Intellectual Properties of the Group Companies.



 


		8.4	Except as disclosed in the Disclosure Letter and those taking place in the ordinary business of
the Group, there are no outstanding options, licenses or agreements of any kind relating to the Intellectual Properties used by
the Group Companies, nor is any of the Group Companies bound by or a party to any options, licenses or agreements of any kind with
respect to any Intellectual Properties, except, in either case, for end-user, object code, internal-use software license and support/maintenance
agreements, and non-disclosure agreements.



 




    	- 41 -



    	 



    

 


		8.5	Except as disclosed in the Disclosure Letter, registration of computer software copyright for all
on-line games operated by the Group (including games owned by the Group or third parties) have been completed.



 


		8.6	No civil, criminal, arbitration, administrative or other proceeding or dispute, claim or complaint
has been made by a third party alleging that the activities of any Group Company do not comply with applicable data protection
and privacy laws, nor is the Company aware of any basis for any such allegation.



 


		9	AGREEMENTS



 


		9.1	To the knowledge of the Company and except as disclosed in the Disclosure Letter, no fact or circumstance
exists which might invalidate or give rise to a ground for termination of any material agreement, arrangement or obligation to
which any Group Company is a party. All of these material contracts are valid and enforceable by the relevant Group Company, as
applicable, in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors’ rights generally.



 


		9.2	Neither a Group Company nor any party with whom any Group Company has entered into any agreement,
arrangement or obligation is in material breach of such agreement, arrangement or obligation.



 


		9.3	During the three years prior to the execution of this Agreement, no Group Company has been a party
to any transaction to which any of the Group Company is or has been a party which may give rise to a claim for setting aside under
any applicable statute or legislation or otherwise howsoever.



 


		9.4	There are no contracts concerning any Group Company that can be terminated or that have been terminated
or under which the rights of any person are liable to be materially adversely affected as a result of a change in control of any
Group Company or in the composition of the board of directors of a Group Company.



 


		9.5	There are no material contracts or obligations, agreements, arrangements or concerted practices
to which any Group Company is a party or by which any Group Company is bound, that are void, illegal, unenforceable or that contravene
any applicable Laws.



 


		9.6	Except as disclosed in the Disclosure Letter, (i) there are no agreements, understandings, transactions
or proposed transactions between any Group Company on the one hand and any of its Related Parties on the other hand; (ii) no Related
Party of any Group Company is indebted to any Group Company, nor is any Group Company indebted, or committed to make loans or extend
or guarantee credit, to any of them; (iii) no Related Party of any Group Company has any direct or indirect ownership in any business
entity with which any Group Company is affiliated or with which any Group Company has a business relationship, or any business
entity that competes with any Group Company, other than passive shareholdings of less than 1% in publicly listed companies; and
(iv) no such person is, directly or indirectly, interested in any agreement with any Company.



 




    	- 42 -



    	 



    

 


		10	EMPLOYEES



 


		10.1	Each PRC Group Company has duly entered into legal and valid written employment contracts with
all of its employees in accordance with Applicable Laws.



 


		10.2	Except as disclosed in the Disclosure Letter, each Group Company has, in relation to its current
employees or workers, complied with Applicable Laws in material aspects and has no outstanding liability for termination of any
employment contract.



 


		10.3	To the knowledge of the Company, no member of the Key Managers intends to terminate their employment
with any Group Company. No Group Company has a present intention to terminate the employment of any of the foregoing other than
pursuant to the Reorganization.



 


		10.4	The execution and performance of the transactions contemplated by this Agreement or the Shareholders’
Agreement or the carrying out of any transaction pursuant to any provision of this Agreement or the Shareholders’ Agreement,
will not (i) entitle any current or former employee or director of any Group Company to severance pay, or any payment contingent
upon a change in control of any Group Company; (ii) increase or enhance any benefits payable to any employee or director of any
Group Company; or (iii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, any employee
or former employee of any Group Company.



 


		10.5	The relevant Group Company has entered into employment agreements including provisions on non-competition,
confidentiality with the Key Managers and head of each division or business department of the Company in accordance with form employment
agreement previously provided to the Investors.



 


		11	PENSIONS, SOCIAL INSURANCE FUNDS AND SOCIAL WELFARE SCHEMES



 


		11.1	Except for the mandatory social insurance funds (including pension, medical, unemployment, work-related
injury and maternity insurance) and housing funds provided under PRC Applicable Laws to which the PRC Group Companies are subject,
none of the PRC Group Companies is under any legal or contractual obligation to pay any other welfare benefit to any of its directors,
managers or employees. Except as required by Applicable Laws, no Group Company is a party to or bound by any currently effective
pension or stock option scheme (other than the 8.7% Share Options and the Management Incentive Shares).



 


		11.2	Except as disclosed in the Disclosure Letter, all payments and contributions, relating to, the
mandatory social insurance funds (including pension, medical, unemployment, work related injury and maternity insurance) and housing
funds provided under PRC Applicable Laws which are required to be made by each PRC Group Company on behalf of its employees and
by its respective employees have been duly paid.



 


		11.3	Except for the Management Incentive Shares and the 8.7% Share Option, there are no outstanding
employee stock option plan, share incentive plan or other kind of option, warrant, purchase rights which could be exercised, or
exchanged for the shares or equity interests of any of the Group Company.



 




    	- 43 -



    	 



    

 


		12	LIABILITIES



 


		12.1	Except as disclosed in the 2013 Draft Audited Accounts or in the Disclosure Letter, each Group
Company has no outstanding and has not agreed to incur any borrowings or indebtedness in the nature of borrowings from a third
party and there are no mortgages, charges, liens or other Encumbrances on the assets or real estate of any Group Company.



 


		12.2	Each Group Company is not liable under a guarantee, indemnity, security or other agreement to secure
or incur a financial or other obligation with respect to a third party's obligation. Except as disclosed in the Disclosure Letter,
no loans have been made by or on behalf of any Group Company to any directors or shareholders of any Group Company and no person
has given any guarantee of or security for any overdraft, loan or loan facility granted to any Group Company.



 


		12.3	With respect to each of the Group Company, there are no liabilities or payment obligations which
have not been reflected in the Financial Statements of the Group.



 


		13	PERMITS



 


		13.1	Except as disclosed in the Disclosure Letter, each Group Company has obtained all, and has complied
in all material respects with the terms and conditions of each of the, Permits required in respect of the its due and proper establishment
and business operations from the relevant Government Authorities.



 


		13.2	Except as disclosed in the Disclosure Letter, each Permit is in full force and effect, valid and
subsisting. To the knowledge of the Company, no Permit material to the operation of any Group Company's business will be revoked,
suspended, cancelled, varied or not renewed. No Group Company has received any letter or other communication from any Government
Authority threatening or providing notice of revocation of any Permit issued to any Group Company or the need for compliance or
remedial actions in respect of the activities carried out directly or indirectly by any Group Company.



 


		13.3	Except as disclosed in the Disclosure Letter, each of the Group Companies has made and completed
all filing procedures for the all online games offered by the relevant Group Company in the PRC with the MOC, the General Administration
of Press and Publication in the PRC in accordance with the Applicable Laws in the PRC.



 


		14	EFFECT OF SALE



 


Neither
the execution nor the performance of this Agreement will conflict with or result in a breach of: (a) the constitutive documents
of any Group Company; (b) any material agreement, arrangement, instrument, document or obligation to which any Group Company is
a party; or (c) any laws, regulations, rules or orders to which any Group Company is subject.


 


		15	BANKRUPTCY, INSOLVENCY, WINDING UP ETC.



 


		15.1	No proceedings have commenced or are pending for the bankruptcy, insolvency, winding up, liquidation
or reorganisation of any Group Company and no Group Company is bankrupt or insolvent.



 




    	- 44 -



    	 



    

 


		15.2	The Group as a whole is able to pay its debts as they fall due and has sufficient assets to repay
all of its debts.



 


		16	LITIGATION AND COMPLIANCE WITH LAW



 


		16.1	Except as disclosed in the Disclosure Letter, each Group Company has not, during the three (3)
years prior to the date on which this Warranty is given, been involved (either as plaintiff or defendant) in a civil, criminal,
arbitration, administrative or other proceeding (“Litigation”), and to the knowledge of the Company, no fact
or circumstance exists which might give rise to such Litigation involving any Group Company. No shareholder (to the knowledge of
the Company) or equity interest holder of any Group Company, director or legal representative of any Group Company or Key Managers
of any Group Company is engaged in or has been notified that it is the subject of any Litigation, whether as plaintiff, defendant
or otherwise, that has had or may have a loss on any Group Company.



 


		16.2	To the knowledge of the Company, there has not been any investigation, enquiry or disciplinary
proceeding by any Government Authorities concerning any Group Company.



 


		16.3	None of the Group Company is or has at any time been in violation of any Applicable Law which may
result in any liability or criminal or administrative sanction or otherwise have a material adverse effect on the ability of any
Group Company to conduct its business as currently conducted or as contemplated to be conducted or any future listing plan of any
Group Company.



 


		16.4	Each Group Company has at all times carried on its business in compliance in all material respects
with all Applicable Laws. The online games offered by the Group within the PRC has complied with the content requirements under
the Applicable Laws in the PRC in all material aspects.



 


		16.5	Each of the Group Companies (i) has fully complied with, and the online games offered by the Group
do not constitute gambling activities prohibited under, the Applicable Laws in the PRC in relation to gambling activities, including
but not limited to the Notice on Regulating Operation Order of Online Games and Inspection of Gambling via Online Games (关于规范网络游戏经营秩序查禁利用网络游戏赌博的通知
), the Notice on Strengthening the Administration of Online Game Virtual Currency (关于加强网络游戏虚拟货币管理工作的通知)
and the Interim Measures for the Administration of Online Games (网络游戏管理
暂行办法) issued by the relevant Government
Authority of the PRC; (ii) has not conducted any acts prohibited by such Applicable Laws in its operation of online games and has
not offered or promoted its online games as a tool for gambling and (iii) has not, directly or indirectly, either alone or in conjunction
with or on behalf of any other person, established, operated or become interested in any person that operates a business involving
the trading of virtual currency or tokens , other than the legal sale of virtual currency or tokens, including of the Company,
in the ordinary course of the Company’s business of operating online games.



 


		16.6	The VIE Agreements (individually or taken together) do not violate any Applicable Laws.



 


		16.7	Each step undertaken by the Group under the Reorganization (other than the Post-Completion Reorganization
Steps) has been carried out in compliance with all Applicable Laws and all Permits with respect to such actions have been obtained
from the Government Authorities.



 




    	- 45 -



    	 



    

 


		16.8	There is no Government Authority or other person that has:



 


		(i)	requested any information in connection with or instituted any legal proceedings, arbitration or
administrative proceedings or regulatory or other inquiry against any Group Company or Founder to restrain, prohibit or otherwise
challenge the Subscription or any of the transactions contemplated under this Agreement;



 


		(ii)	proposed or enacted any statute or regulation that would prohibit, materially restrict or materially
delay implementation of the Subscription or the operation of any Group Company after the Completion.



 


		16.9	As of Completion, each holder or beneficial owner of Equity Securities of a Group Company who is
a “Domestic Resident” as defined in Notice 75 and is subject to any of the registration or reporting requirements of
Notice 75, has complied with all reporting and/or registration requirements, and has made the preliminary filings, registrations,
reporting under Notice 75. No Group Company has nor has any such holder of Equity Securities, received any oral or written inquiries,
notifications, orders or any other form of official correspondence from SAFE or any of its local branches with respect to any actual
or alleged non-compliance with any rules and regulations of SAFE.



 


		16.10	To the knowledge of the Company, none of the Non-competition Founders or their respective Affiliates
has, directly or indirectly, either alone or in conjunction with or on behalf of any other person, established, operated, been
employed or become interested in any person that operates the Business (other than a shareholdings of less than 50% of the Equity
Securities of such person; provided that the relevant Non-competition Founder is not the single largest holder of Equity Securities
in such company and does not have effective control over such company, either through the power to appoint a majority of the members
of the board of directors or similar governing body of such company, through contractual arrangements or otherwise).



 


		16.11	Each of the VIE Agreements has been duly authorized, executed and delivered by the parties thereto
and, individually and collectively, constitute legal, valid and binding agreements, enforceable by the parties thereto in accordance
with their respective terms. No Permit from any person (including any Government Authority or any court) is required for the performance
of the obligations under any VIE Agreements by the parties thereto, other than the share registration and share transfer under
the Equity Pledge Agreement. There is no legal or governmental proceeding, inquiry or investigation pending against any Group Company
in any jurisdiction challenging the validity of any of the VIE Agreements and, to the Knowledge of the Company, no such proceeding,
inquiry or investigation is threatened or contemplated in any jurisdiction. The execution, delivery and performance of each of
the VIE Agreements by the parties thereto do not result in a breach or violation of any of the terms and provisions of the constitutional
documents or the business license of any Group Company. Each of the VIE Agreement is of full force an effect and none of the parties
thereto is in breach or default in the performance of any of the terms or provisions of such VIE Agreement.



 


		16.12	None of the Group’s on-line games has features that allow real-world currencies to be used
in such online games in the Group Company’s online products.



 




    	- 46 -



    	 



    

 


SCHEDULE 5


ACTION PENDING COMPLETION


 


Each of the Company undertakes to ensure
that, unless with the prior consent of the Investors or otherwise contemplated under the Transaction Documents, each Group Company
will, between the execution of this Agreement and the Completion Date:


 


		1.	except for the incentive plan as provided in the Transaction Documents, not increase or reduce
its share capital or registered capital, or grant, issue redeem, split or repurchase any Equity Securities, or agree, arrange or
undertake to do any of those things, including but not limited to incentive options to be granted to directors, senior management
or employees of any Group Company;



 


		2.	not acquire or dispose of, or agree to acquire or dispose of, any interest in a company or other
person, or invest, amalgamate, merge or consolidate with any company, business undertaking or other person, enter into any demerger
transaction, change the Control or legal form of any Group Company or participate in any other type of corporate reconstruction;



 


		3.	operate its business in the ordinary course so as to maintain that business as a going concern;



 


		4.	not acquire or dispose of, or agree to acquire or dispose of, any tangible assets or business except
in the ordinary course of its business, in excess of RMB 1,000,000, or any intangible assets or business in excess of RMB 3,000,000,
or assume or incur, or agree to assume or incur, any liability, obligation or expense (actual or contingent) except in the ordinary
course of its business;



 


		5.	not make, or agree to make capital expenditure, or incur, or agree to incur, any commitments involving
capital expenditure exceeding RMB 2,000,000 (other than as provided in the approved annual budget or business plan);



 


		6.	not declare, pay or make a dividend or distribution, except for the Special Dividend as stated
in the Agreement;



 


		7.	not pass a board or shareholders' resolution (except as required to implement the provisions of
this Agreement) other than in the ordinary course of business;



 


		8.	not amend or modify its articles of association or other constitution document;



 


		9.	not create, or agree to create, any Encumbrance over the Property or redeem, or agree to redeem
or amend, any existing Encumbrance over the Property or another asset in excess of RMB 2,000,000 other than (i) in the ordinary
course of business and (ii) by a PRC Group Company for the benefit of another PRC Group Company;



 


		10.	not (i) lend any money to a third party or incur any borrowings or indebtedness in the nature of
borrowings, (ii) amend the terms of any of its borrowings or indebtedness in the nature of borrowings or incur borrowings or indebtedness
in the nature of borrowings which involves or may involve an amount of over RMB 2,000,000 other than in the ordinary course of
business or the circumstance of such amendment of terms being required by the banks of any Group Company or approved in the annual
budget or business plan;



 


		11.	not give, or agree to give, any guarantee, indemnity or other agreement to secure, or incur financial
or other obligations with respect to, a third party's obligation;



 




    	- 47 -



    	 



    

 


		12.	conduct its business in all material respects in accordance with all PRC Applicable Laws;



 


		13.	not change the nature or scope of its existing business or business activity, including the introduction
of any field of activity that is not ancillary to the its existing business or discontinuance of any field of activity or the relocation
or expansion of its existing business, or the establishment of any business, outside of the PRC;



 


		14.	not increase or decrease its registered capital or create, consolidate, sub-divide, convert or
cancel or change any share capital or any reduction of the share capital of any Group Company or undertake any other reorganization
of any share capital or other securities of any Group Company;



 


		15.	not pass any resolution to liquidate, bankrupt or wind up (either voluntary or involuntary) or
the filing of a petition for winding up of any Group Company or to make any arrangement with creditors generally or any application
for an administration order or for the appointment of a receiver or administrator;



 


		16.	not (i) form any company or Subsidiary (other than a wholly-owned Subsidiary); (ii) invest in or
acquire shares in any other person; or (iii) operate, manage, control, participate in any partnership or joint venture or profit
sharing arrangement, in each case other than in connection with the operation of the existing business of the Group;



 


		17.	not change the size, composition or authority of the board of directors of any Group Company;



 


		18.	not change the auditors or financial year of the Company or materially change the financial reporting
or accounting methods of any Group Company (other than as required by Applicable Laws or generally accepted accounting principles);



 


		19.	not appoint or terminate Key Manager of any Group Company;



 


		20.	not increase in the aggregate base salaries, bonuses or other compensation paid to the directors,
Key Managers of any Group Company (other than as provided in the approved annual budget or business plan);



 


		21.	not approve the operate and capital budget for each fiscal year (and any material deviations from
such budget);



 


		22.	not enter into or amendment of any transaction by any Group Company with any shareholder, of the
Company or any other Group Company or their respective Affiliates (other than (a) transactions expressly contemplated under this
Agreement and (b) transactions provided in the approved annual budget or business plan);



 


		23.	not approve or proceed with any matter that would adversely affect the rights, powers, preferences
or obligations of the Series A Preferred Shares;



 


		24.	other than in the ordinary course of business consistent with past practice, not assign, grant
an exclusive license under or grant of a covenant not to sue in respect of any Intellectual Property Rights, or abandon or allow
to lapse any Intellectual Property Rights owned by a Group Company; or



 


		25.	not enter into any agreement or proposal or resolution to do any of the matters set out in paragraphs
1 to 25 of this Schedule 5 above.



 


For the purpose of this schedule, “the
prior consent of the Investors” shall mean written consent of the Investors.


 




    	- 48 -



    	 



    

 


SCHEDULE 6


DISCLOSURE LETTER


 




    	- 49 -



    	 



    

 


SCHEDULE 7


FORM OF SHAREHOLDERS AGREEMENT


 




    	- 50 -



    	 



    

 


SCHEDULE 8


RIGHTS, POWERS AND PREFERENCES OF SERIES
A PREFERRED


SHARES


 


The rights, powers and privileges attaching
to the Series A Preferred Shares are set out below.


 


		1	DIVIDENDS



 


		1.1	Dividends



 


The Investors and Founders shall
be entitled to receive within 30 days after a declaration of dividends by the Board:


 


		1.1.1	dividends out of the profits of the Company as and when declared by the Board, of which amount
Investor 1 shall be entitled to be paid 40% (“Investor 1 Distributing Preference Amount”), Investor 2 shall
be entitled to be paid 20% (“Investor 2 Distributing Preference Amount”, collectively with Investor 1 Distributing
Preference Amount, the “Investors Preference Amount”), and the Founders (on a pro-rata basis) shall be entitled
to be paid 40% (“Founders Distributing Preference Amount”, collectively with Investors Preference Amount”,
the “Aggregate Preference Amount” ), until the date when the aggregate Investors Preference Amount actually
distributed equals to the aggregate Subscription Price of the Investors; and



 


		1.1.2	After the Aggregate Preference Amount actually distributed equals RMB 500,000,000, dividends available
for distribution as and when declared by the Board, shall be distributed to the holders of Ordinary Shares and Series A Preferred
Shares on pro rata and as-converted basis (based on the then applicable Conversion Price as defined in Article 4.3.1 of this Schedule).



 


		2	LIQUIDATION, DISSOLUTION OR WINDING UP



 


		2.1	Ranking



 


Upon the occurrence of any Liquidation
Event (as defined below), each holder of the Series A Preferred Shares shall be entitled to be paid (on a pro-rata basis), prior
to and in preference of any distribution to holders of Ordinary Shares or any other class of shares in the Company, an amount per
Series A Preferred Share equal to 100% of the Subscription Price Per Share (as adjusted for any subdivisions, consolidations or
share dividends)(the “Liquidation Preference Amount”).


 


After the full distribution of
the Liquidation Preference Amount, the remaining of the proceeds from the liquidation shall be distributed to the holders of Ordinary
Shares and Series A Preferred Shares on pro rata and as-converted basis (based on the then applicable Conversion Price as defined
in Article 4.3.1 of this Schedule).


 




    	- 51 -



    	 



    

 


		2.2	Liquidation Event



 


For purposes of this Article
2 of this Schedule, any of the following events shall be treated as a Liquidation Event:


 


		2.2.1	any liquidation, bankruptcy, winding up or dissolution of the Company or the Group taken as a whole
(either voluntary or involuntary) or any appointment of an administrator or a receiver over all or substantially all the assets
of the Company or the Group taken as a whole;



 


		2.2.2	any sale or transfer of all or substantially all of the assets of the Company and its Subsidiaries
(taken as a whole) except for such sale or transfer as required by the VIE Agreements;



 


		2.2.3	any merger or acquisition of the Company or any of its Subsidiaries whose assets or net revenues
for the most recent fiscal year were equal to or greater than 50% of the consolidated assets or net revenues, respectively, of
the Company and its Subsidiaries (taken as a whole) for such fiscal year, in which the shareholders of the Company do not directly
or indirectly own a majority of the outstanding shares of the surviving company; or



 


		2.2.4	any lease, exclusive licensing, grant, sale or transfer of all or substantially all of the intellectual
properties of the Company and its Subsidiaries (taken as a whole).



 


The Company shall give each holder
of the Series A Preferred Shares written notice of any of the above events as soon as practicable.


 


		3	VOTING



 


		3.1	The holders of Series A Preferred Shares are entitled to receive notice of and to attend and speak
at general meetings of the Company. The holders of Series A Preferred Shares may vote at general meetings of the Company in the
same manner as holders of Ordinary Shares on an as-converted basis and not as a separate class, unless otherwise specified in the
Articles of Association or required by law.



 


		3.2	The holders of Series A Preferred Shares may act by way of unanimous written resolution in the
same manner as holders of the Ordinary Shares on an as-converted basis.



 




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		4	CONVERSION



 


		4.1	Optional Conversion



 


At any time and from time to
time following the Completion Date, any holder of Series A Preferred Shares shall have the right, at its option, to convert, all
or part of its Series A Preferred Shares into Ordinary Shares.


 


		4.2	Automatic Conversion



 


In the event that a Qualified
IPO is consummated, all the Series A Preferred Shares then outstanding shall be converted into Ordinary Shares immediately preceding
the occurrence of the Qualified IPO.


 


		4.3	Conversion Rate



 


		4.3.1	Each Series A Preference Share subject to conversion shall be converted into such number of fully
paid Ordinary Shares as is determined by dividing the Subscription Price Per Share by the then applicable conversion price per
Series A Preferred Share (“Conversion Price”) and, for the avoidance of doubt, except as required under applicable
laws, no additional consideration shall be payable upon such conversion.



 


		4.3.2	The initial Conversion Price shall be equal to the Subscription Price Per Share and shall thereafter
be subject to adjustment in accordance with this Article 4 of this Schedule.



 


		4.4	Conversion Procedure



 


		4.4.1	In this Article 4, a “Conversion Date” is (i) in the event that Article 4.1 is
applicable, the date on which the holder of Series A Preferred Shares requires its Series A Preferred Shares to be converted (or
if the holder of Series A Preferred Shares requires its Series A Preferred Shares to be converted on a date which is not a Business
Day, the next Business Day) as specified in the Conversion Notice; or (ii) in the event that Article 4.2 is applicable, upon the
underwriting agreements in respect of such Qualified IPO becoming unconditional and effective and before the listing of the shares
of the Company in connection with a Qualified IPO.



 


		4.4.2	In the event that Article 4.1 applies, a holder of Series A Preferred Shares may convert all or
part of its Series A Preferred Shares pursuant to Article 4.1 by delivering a notice of conversion (“Conversion Notice”)
to the Company, together with the relevant share certificate (if any), at least two (2) Business Days before the relevant Conversion
Date. The Company shall, as soon as practicable after receipt of the Series A Preferred Shares certificates (or satisfactory agreement
for indemnification in the case of a lost certificate) promptly issue and deliver at its office to the holder thereof a certificate
or certificates for the number of Ordinary Shares to which the holder is entitled upon conversion.



 




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		4.4.3	The conversion of Series A Preferred Shares pursuant to Article 4.2 shall be automatic and the
holders of Series A Preferred Shares shall be deemed to have served a Conversion Notice on the Company.



 


		4.4.4	The Ordinary Shares to which a holder of Series A Preferred Shares is entitled upon conversion
(the “New Ordinary Shares”):



 


		   (a)	shall be credited as fully paid, free from any Encumbrances;



 


		   (b)	shall rank pari passu in all respects and form one class
with the Ordinary Shares then in issue; and



 


		   (c)	entitle the holder of such New Ordinary Shares to be
paid a pro rata share of all dividends and other distributions declared, made or paid on Ordinary Shares after the Conversion
Date.



 


		4.4.5	If at any time the number of authorised but unissued Ordinary Shares shall not be sufficient to
effect the conversion of all of the then outstanding Series A Preferred Shares, the Company shall take all corporate action as
may be necessary to increase the number of Shares that the Company is authorised to issue to such number of Shares as shall be
sufficient for such purpose.



 


		4.4.6	Any conversion of Series A Preferred Shares pursuant to these Articles shall be effected by the
redemption and cancellation of the relevant number of Series A Preferred Shares and the issuance of the appropriate number of New
Ordinary Shares in accordance with this Article 4. Any Series A Preferred Shares, upon conversion, repurchase or redemption, will
be cancelled and all rights with respect to such Series A Preferred Shares shall cease with effect from the Conversion Date except
for the right of the holders thereof to receive New Ordinary Shares and (if applicable) together with any accrued and unpaid dividends.



 


		4.4.7	Any person entitled to receive New Ordinary Shares issued upon the conversion of the Series A Preferred
Shares shall be treated for all purposes as the record holder of such New Ordinary Shares on the Conversion Date and the Company
shall promptly record such conversion on the register of members on the relevant Conversion Date.



 




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		4.5	No Fractional Shares



 


Upon each conversion, no fractions
of New Ordinary Shares shall be allotted and issued to a holder of Series A Preferred Shares except as set out in this Article
4.5. If more than one certificate representing Series A Preferred Shares are surrendered for conversion at one time by the same
holder, for the purposes of determining the number of New Ordinary Shares to be issued and whether any (and if so, what) fraction
of a New Ordinary Share arises, the number of New Ordinary Shares arising from such conversion (including, for this purpose, fractions)
shall first be aggregated. In lieu of any fraction of a New Ordinary Share arising after such aggregation, the Company shall pay
to the holder of Series A Preferred Shares, in cash, an amount equal to such fraction of the Conversion Price per issued New Ordinary
Share.


 


		4.6	Adjustment for Share Dividend, Consolidation or Subdivision of Ordinary Shares



 


If any of the following events
occur, the then applicable Conversion Price shall be adjusted so that the holders of Series A Preferred Shares shall be entitled
to receive such number of New Ordinary Shares as it would have been entitled to receive had the Series A Preferred Shares been
converted immediately prior to such event:


 


		4.6.1	the Company pays a dividend or makes a distribution on the outstanding Ordinary Shares by way of
issuing further shares in the capital of the Company;



 


		4.6.2	there is a consolidation or sub-division of Ordinary Shares; or



 


		4.6.3	the share capital of the Company is reclassified or altered in any other way whatsoever not otherwise
dealt with in this Article 4.



 


		4.7	Adjustment for Issue of Shares below the Subscription Price Per Share



 


		4.7.1	If the Company issues further Shares or rights convertible into or exchangeable for Shares in the
capital of the Company without consideration or for a consideration per Share less than the then applicable Conversion Price (the
“Additional Shares”), in such circumstances the then applicable Conversion Price shall be adjusted to be the price
that equals to the issuance price of such Additional Shares (other than any issuance of Shares or Share equivalent pursuant to
the Management Incentive Shares).



 


		4.7.2	The adjustment under this Article 4.7 shall not be applicable to the issue of:



 


		   (a)	any Ordinary Shares (or options representing any Ordinary
Shares) to directors, senior management or employees of the Company pursuant to an employee share incentive scheme approved by
the Board and pursuant to Clause 3 of the Shareholders Agreement;



 




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		   (b)	any Ordinary Shares upon the conversion of the Series A Preferred Shares;



 


		   (c)	any Shares in or pursuant to a Qualified IPO; or



 


		   (d)	any Shares pursuant to a dividend or distribution on the outstanding Ordinary Shares as provided
for in Article 4.6.



 


		4.8	Certificate as to Adjustments



 


Upon any adjustment in the Conversion
Price, the Company shall within a reasonable period (not exceeding fifteen (15) Business Days) following any of the foregoing transactions
deliver to each holder of Series A Preferred Shares a certificate, signed by the President or Chief Executive Officer of the Company,
setting out in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and
specifying the adjusted Conversion Price following such adjustment. If any dispute arises concerning an adjustment of the Conversion
Price, the Board shall refer the matter to the Company's Auditors (acting as experts and not as arbitrators) whose decision shall
be final and binding on all concerned save in the case of manifest error.


 


		4.9	Merger, Consolidation or Reorganisation



 


If at any time and from time
to time there is:


 


		4.9.1	any merger, consolidation or reorganisation of the Company with or into another entity (other than
a merger or consolidation in which the Company is the continuing corporation); or



 


		4.9.2	any sale or transfer of all or substantially all of the assets of the Company and its Subsidiaries
(taken as a whole),



 


then in each such case, as a
part of such merger, consolidation, reorganisation or sale or transfer of assets, each holder of Series A Preferred Shares then
outstanding shall have the right to convert the Series A Preferred Shares to receive the same class and number of shares or other
securities or property (“Exchange Property”) to which it would have been entitled to receive on such merger,
consolidation or sale or transfer of assets had it converted its Series A Preferred Shares into Ordinary Shares immediately prior
to the effective date of such merger, consolidation, reorganisation or sale or transfer of assets.


 


		5	GENERAL



 


These rights, powers and privileges
attaching to the Series A Preferred Shares shall be incorporated into the Memorandum and Articles of Association of the Company.


 


		6	TERMINATION



 


For the avoidance of doubt, this
Schedule in its entirety shall terminate upon the completion of a Qualified IPO.


 




    	- 56 -



    	 



    

 


SCHEDULE 9


KEY MANAGERS


 


	序号	 	姓名	 	职务
	1	 	Mr. Eric Yang (杨庆)	 	CEO
	2	 	Mr. Frank Ng (伍国樑)	 	CEO


 




    	- 57 -



    	 



    

 


SCHEDULE 10


FOUNDERS


 


	Name	 	PRC Identity Card Number
	Mr. Liu	 	36011119680203****
	Mr. Zhang	 	11010819620714****
	Mr. Shen	 	23230219721029****
	Mr. Bao	 	33010619670404****
	Ms. Long	 	43010419771108****
	Ms. Wo	 	21071119691112****


 




    	- 58 -



    	 



    

 


SCHEDULE 11


REORGANIZATION PLAN


 




    	- 59 -



    	 



    

 


SCHEDULE 12


 


SHARE CHARGE


 




    	- 60 -



    	 



    

 


SCHEDULE 13


 


PRC LEGAL OPINIONS


 




    	- 61 -



    	 



    

 


SCHEDULE 14


 


CONSENT AND WAIVER


 


We, being the registered holder of [●]
shares in the capital of Ourgame International Holdings Limited (“the Company”), hereby consent to the declaration
and payment of an Special Dividends (as defined in the Subscription Agreement) with an aggregate interim amount of RMB 296,498,376.23
to the registered holders of the ordinary shares of the Company pursuant to the Subscription Agreement and hereby waive any entitlement
to any corresponding dividend to which we may be entitled.


 


Date: [●]


 


	 	 
	 	For and on behalf of [●]


 


 








    	- 62 -



    	 



    

 





EXECUTED by the parties on the date first written above:


 


 


Ourgame International Holdings Limited


 


 


/s/ Yang Eric Qing                                         


Name: Yang Eric Qing


Title: Director


 




 






    	- 63 -



    	 



    

 





CMC ACE HOLDINGS LIMITED


 


 


/s/ Li Huaiyu                                              


Name: Li Huaiyu


Title: Director





 






    	- 64 -



    	 



    

 





IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized representative to execute this Agreement as of the date and year first above written.


 


 


KongZhong Corporation


 


 


(seal)                                         


Name:


Title:




 






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