EXHIBIT 4.40


 


Exclusive Shares Transfer Option Agreement


 


The Exclusive Shares Transfer Option Agreement
(hereinafter referred to as “the Agreement”) is made and entered into by and among the following Parties on
August 31st, 2013 in Shanghai, the People’s Republic of China (“China”):


 


		(1)	Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “the
Sole-funded Company”), an enterprise legal person duly incorporated and existing in accordance with the Chinese law,
with the registered address of Building 1, No.690 Bibo Road, Zhangjiang Hi-tech Park, Shanghai;



 


		(2)	ZHANG Qing, a Chinese citizen with the ID card No.: ################## and the domicile: *;



 


		(3)	LV Ying, a Chinese citizen with the ID card No.: ################## and the domicile: *; and



 


(ZHANG Qing and LV Ying are hereinafter
individually referred to as “each Shareholder” and collectively referred to as “the Shareholders”)


 


		(4)	Shanghai Shengzhan Networking Technology Co., Ltd. (hereinafter referred to as “the Company”),
an enterprise legal person duly incorporated and existing in accordance with the Chinese law, with the registered address of Room
103, Building 2, No.733 Sunhuan Road, Pudong New Area, Shanghai



 


(In the Agreement, the above-mentioned
parties are individually referred to as a “Party” and collectively referred to as the “Parties”.)


 


Whereas:


 


		1.	The Shareholders are the existing shareholders registered in the Register of Company, who are legitimately
holding 100% shares of the Company; on the signature date of the Agreement, their contribution amounts in the registered capital
of the Company and their proportions of shareholding are shown in Schedule I to the Agreement;



 


		2.	The Shareholders intend to transfer all shares of the Company held by them to the Sole-funded Company
provided that no Chinese law will be violated, and the Sole-funded Company intends to accept such transfer;



 


		3.	To realize the above-mentioned shares transfer, the Shareholders agree to grant an exclusive and
irrevocable shares transfer option to the Sole-funded Company. In accordance with such shares transfer option, if permitted by
the Chinese Law, the Shareholders shall, in accordance with the requirements of the Sole-funded Company, transfer the Option Shares
(as defined below) to the Sole-funded Company or any other entity or individual designated by the Sole-funded Company in accordance
with the Agreement; and



 


		4.	The Company agrees that the Shareholders grant the shares transfer option to the Sole-funded Company
in accordance with the Agreement.



 




    	 



    	 



    

 


Now THEREFORE, through consultations, the
Parties hereby reach the agreement as follows:


 


		1.	Granting of the Shares Transfer Option



 


		1.1	The Shareholders hereby severally and jointly agree to irrevocably and unconditionally grant an
exclusive Shares Transfer Option to the Sole-funded Company. In accordance with such Shares Transfer Option, if permitted by the
Chinese Law, the Sole-funded Company shall be entitled to require the Shareholders to transfer the Shares of the Company held by
each Shareholder (hereinafter referred to as “the Option Shares”) to the Sole-funded Company and/or any other entity
or individual designated by the Sole-funded Company in accordance with the terms and conditions of the Agreement. The Sole-funded
Company also agrees to accept such Shares Transfer Option.



 


		1.2	The Company hereby agrees that the Shareholders grant such Shares Transfer Option to the Sole-funded
Company in accordance with Article 1.1 above and any other provision of the Agreement.



 


		2.	Method of Option Exercise



 


		2.1	If permitted by the Chinese Law, the Sole-funded Company has the sole discretion to decide the
concrete time, method and number of times of Option Exercise.



 


		2.2	If in accordance with the Chinese Law at that time, the Sole-funded Company and/or any other entity
or individual designated by the Sole-funded Company may hold all Shares of the Company, the Sole-funded Company shall be entitled
to choose whether to exercise the whole Shares Transfer Option all at once or to exercise the whole Shares Transfer Option in many
times, when the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company may take the Option
Shares all at once or in many times accordingly; if in accordance with the Chinese Law at that time, the Sole-funded Company and/or
any other entity or individual designated by the Sole-funded Company may hold only part of the Shares of the Company, the Sole-funded
Company shall be entitled to determine the amount of the Option Shares within the cap of shareholding proportion (hereinafter referred
to as “the Cap of Shareholding Proportion”), when the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company may take the Option Shares from the Shareholders at such amount. Under the latter circumstance, the
Sole-funded Company shall be entitled to, in accordance with the gradually raised Cap of Shareholding Proportion permitted by the
Chinese Law, exercise the Shares Transfer Option in separate times with a view to obtaining all Options Shares.



 


		2.3	Each time when the Sole-funded Company exercises the Option, it shall be entitled to determine
at its sole discretion the number of shares that the Shareholders shall transfer to the Sole-funded Company and/or any other entity
or individual designated by the Sole-funded Company, and the Shareholders shall, in accordance with the number required by the
Sole-funded Company, transfer the Shares to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded
Company. The Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company shall pay the Shares
Transfer Price of the Option Shares at each Option Exercise to the Shareholder who transfers the shares. The Sole-funded Company
shall be entitled to offset the Shares Transfer Price by the creditor’s rights it held against the Shareholders (including
without limitation any loan, if any).



 




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		2.4	Each time when the Sole-funded Company exercises the Option, it may take the Option Shares itself
or designate any third party to take all or part of the Option Shares.



 


		2.5	Each time when the Sole-funded Company decides to exercise the Option, it shall give a shares transfer
option notice (hereinafter referred to as “the Option Exercise Notice”, the format of which is shown in Schedule
I to the Agreement) to the Shareholders. After receipt of the Option Exercise Notice, the Shareholders shall, in accordance with
the Option Exercise Notice and the method stipulated in Article 2.3 hereof, immediately transfer all the Option Shares to the Sole-funded
Company and/or any other entity or individual designated by the Sole-funded Company at a time.



 


		2.6	The Shareholders hereby severally and jointly make promises that, once the Sole-funded Company
sends the Option Exercise Notice:



 


		(1)	The Shareholders shall immediately hold shareholders’ meetings, adopt resolutions thereof
on the relevant issues including without limitation waiver of the pre-emptive rights and take any other necessary actions, agreeing
to transfer all Option Shares to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company
at the Shares Transfer Price;



 


		(2)	The Shareholders shall immediately sign shares transfer agreements with the Sole-funded Company
and/or any other entity or individual designated by the Sole-funded Company, transferring all Option Shares to the Sole-funded
Company and/or any other entity or individual designated by the Sole-funded Company at the Shares Transfer Price; and



 


		(3)	In accordance with the requirements of the Sole-funded Company and the provisions of the laws and
regulations, the Shareholders shall provide necessary support to the Sole-funded Company (including provision and signature of
all relevant legal documents, performance of all governmental approval and registration formalities and assumption of all relevant
obligations) to ensure that the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company
may obtain all Transferred Shares without any legal defect.



 


		2.7	At the same time of signing the Agreement, each Shareholder shall sign a power of attorney (hereinafter
referred to as “the Power of Attorney” whose format is shown in Schedule III to the Agreement), entrusting in writing
any person designated by the Shareholder to sign any and all legal documents in accordance with the Agreement and on behalf of
such Shareholder in order to ensure that the Sole-funded Company and/or any other entity or individual designated by the Sole-funded
Company may obtain all Transferred Shares without any legal defect. The power of attorney shall be kept by the Sole-funded Company
and if necessary, the Sole-funded Company may require the Shareholders to sign the power of attorney in many counterparts and submit
the power of attorney to relevant government authorities.



 




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		3.	Shares Transfer Price



 


Whenever the Sole-funded Company
exercises the Option, the shares transfer price payable by the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company to the Shareholders shall be RMB 0 Yuan. The Shareholders hereby irrevocably agree that, if the applicable
laws then stipulate that the transfer price of the Company shares must be on the basis of the appraisal value and (1) the appraisal
value is higher than the corresponding amount of the Company’s registered capital, then the Shareholders shall give up the
balance between the appraisal value and the corresponding amount of the Company’s registered capital in a legitimate way
or return the aforesaid balance to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded
Company in a legitimate way after the receipt of the balance; or (2) the appraisal value is lower than the corresponding amount
of the Company’s registered capital, then the Parties agree that the transfer price shall be equivalent to the appraisal
value.


 


		4.	Representations and Warranties



 


		4.1	The Shareholders hereby severally and jointly represent and warrants as follows (and such representations
and warranties shall remain in effect as if they were given at the time of transferring the Option Shares):



 


		4.1.1	They are Chinese citizens and/or legal persons; they have full and independent legal status and legal capacity to execute,
to deliver and to perform the Agreement; and they may constitute subjects of litigations independently.



 


		4.1.2	The Company is a limited liability company duly incorporated and legally existing under the Chinese Law and has qualification
of being a legal person. The Company has full and independent legal status and legal capacity to execute, to deliver and to perform
the Agreement; and it may constitute a subject of litigation independently.



 


		4.1.3	They have full capacities and authorizations to sign, to deliver and to perform the Agreement and any other documents relevant
to the transaction contemplated by the Agreement and to be signed by them. They have full capacities and authorizations to complete
the transactions contemplated by the Agreement.



 


		4.1.4	Once the Agreement is legitimately and duly signed and delivered by the Shareholders, the Agreement will become their legitimate
and binding obligations, which may be enforceable against them in accordance with the provisions of the Agreement.



 


		4.1.5	When the Agreement becomes effective, the Shareholders are the registered legitimate owners of the Option Shares. Apart from
the rights imposed in accordance with the Agreement, the Shares Pledge Agreement and the Entrustment Agreement on the
Voting Rights of Shareholders concluded and signed by and among the Shareholders, the Sole-funded Company and the Company,
there is no other lien, pledge, claim or any other security interests and third-party right over the Option Shares. In accordance
with the Agreement, after exercising the option, the Sole-funded Company and/or any other entity or individual designated by the
Sole-funded Company may obtain a good ownership over the Option Shares free from any lien, pledge, claim or any other security
interests and third-party right.



 




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		4.2	The Company hereby represents and warrants that:



 


		4.2.1	The Company is a limited liability company duly incorporated and legally existing under the Chinese Law; it has qualification
of being a legal person; it has full and independent legal status and legal capacity to execute, to deliver and to perform the
Agreement; and it may constitute a subject of litigation independently.



 


		4.2.2	The Company has full inter-company powers and authorizations to sign, to deliver and to perform the Agreement and any other
document related to the transaction hereunder and to be signed by it, and the Company has full powers and authorizations to complete
the transaction contemplated under the Agreement.



 


		4.2.3	Once legitimately and duly signed and delivered by the Company, the Agreement shall constitute its legal, valid and binding
obligations.



 


		4.2.4	The Shareholders are the existing shareholders registered in the Register of Company when the Agreement becomes effective.
In accordance with the Agreement, after exercising the option, the Sole-funded Company and/or any other entity or individual designated
by the Sole-funded Company may obtain a good ownership over the Option Shares free from any lien, pledge, claim or any other security
interests and third-party right.



 


		4.2.5	The Company owns all business licenses required for its operation when the Agreement becomes effective and the Company has
full rights and qualifications to operate its business within China. The Company has operated in accordance with the law since
its establishment: there is no violation or potential violation of the provisions or requirements of the industrial and commercial,
tax, culture, quality technical supervision, labor and social security and other governmental authorities and there is no dispute
arising from breach of contract.



 


		5.	Promises of the Shareholders



 


The Shareholders hereby severally and jointly
make promises as follows:


 


		5.1	Within the valid term of the Agreement, the Shareholders must take all necessary measures to ensure
that the Company may obtain all business licenses required for its business operation in a timely manner and maintain the effectiveness
of such business licenses at any time.



 


		5.2	Within the valid term of the Agreement, without prior written consent of The Sole-funded Company:



 


		5.2.1	Neither of the Shareholders may transfer or otherwise dispose of any Option Shares or impose any security right or any third
party upon any Option Shares;



 




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		5.2.2	The Shareholders may not increase or decrease the registered capital of the Company;



 


		5.2.3	The Shareholders may not dispose of or cause the management of the Company to dispose of any material asset of the Company
(other than in the ordinary course of the business);



 


		5.2.4	The Shareholders may not terminate or cause the management of the Company to terminate any material agreement signed by the
Company or sign or cause the management of the Company to sign any other agreement in conflict with the existing material agreements;



 


		5.2.5	The Shareholders may not separately or jointly cause the Company to complete any transaction which may have material effect
on the assets, liabilities, business operation, equity structure, the shares held by any third party and other legitimate rights
(other than in the ordinary course of the business);



 


		5.2.6	The Shareholders may not appoint or dismiss any director, supervisor or any other manager of the Company which shall be appointed
and dismissed by the Shareholders;



 


		5.2.7	The Shareholders may not declare distribution or actually distribute any distributive profit, bonus, dividend or share interests
or vote to approve the aforesaid distributions;



 


		5.2.8	The Shareholders shall ensure valid existence of the Company, which may be terminated, liquidated or dissolved;



 


		5.2.9	The Shareholders may not amend the articles of association of the Company; and



 


		5.2.10	The Shareholders shall ensure that the Company may not lend or borrow any loan, or provide any guarantee or carry out any other
security, or assume any material obligation other than in the ordinary course of the business.



 


		5.3	Within the valid term of the Agreement, the Shareholders must use its best endeavours to develop
the business of the Company and ensure legitimate and compliant operation of the Company. The Shareholders may not conduct any
act or omission which may impair the assets, goodwill of the Company or affect the validity of the business licenses of the Company.



 


		6.	Promises of the Company



 


		6.1	If the signature and performance of the Agreement and the granting of the Shares Transfer Option
hereunder requires consent, approval, waiver, authorization of any third party or permission, approval, waiver of any government
authority, or completion of any registration or filing formalities in any government authority (if required by the law), the Company
shall satisfy the aforesaid conditions.



 


		6.2	Without prior written consent of the Sole-funded Company, the Company may not help or allow the
Shareholders to transfer or otherwise to dispose of any Option Shares or to impose any security interest or other third party right
on any Option Shares.



 




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		6.3	The Company may not carry out or allow others to carry out any conduct or act which may have adverse
impact on the interests of the Sole-funded Company hereunder, including without limitation sale, transfer, mortgage or other disposal
of any asset, business, income or other legitimate rights and interests, or permission of imposing any security interest or other
third party rights over such asset, business, income or other legitimate rights and interests (other than in the ordinary course
of the business).



 


		7.	Obligation of Confidentiality



 


		7.1	Whether the Agreement is terminated or not, each Party shall assume the obligation of confidentiality
with respect to:



 


		(1)	The signature, performance of the Agreement and its contents;



 


		(2)	All trade secrets, proprietary information and client information of the Sole-funded Company known
or received by it due to the signature and performance of the Agreement; and



 


		(3)	All trade secrets, proprietary information and client information of the Company known or received
by it as the shareholders of the Company (hereinafter collectively referred to as “the Confidential Information”).



 


Each Party shall only utilize
such Confidential Information for the purpose of performing their obligations hereunder. Without written consent of the other Parties,
none of the Parties may disclose such Confidential Information to any third party. Otherwise, it shall assume the liabilities for
breach of contract and compensate for losses.


 


		7.2	After the termination of the Agreement, each Party shall, at the request of the other Parties,
return, destroy or otherwise dispose of all documents, data or software containing the Confidential Information, and stop utilizing
such Confidential Information.



 


		7.3	Notwithstanding any other provisions in the Agreement, the validity of Article 7 herein shall not
be affected by dissolution or termination of the Agreement.



 


		8.	Term of the Agreement



 


The Agreement shall become effective on
the date of being duly signed and stamped by the Parties and it shall remain in effect until all Option Shares are transferred
to the Sole-funded Company and/or any other entity or individual designated by the Sole-funded Company in accordance with the provisions
of the Agreement.


 


		9.	Notices



 


All notices and other communications required
or given under or in connection with the Agreement shall be served to the following addresses of the relevant Parties by personal
delivery, registered mails, postage prepaid or commercial express services or fax. The above-mentioned notices shall be deemed
to have been received as follows:


 




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If a notice is sent by personal delivery,
express services or registered mails, postage prepaid, the date when the notice is sent shall be deemed as the valid delivery date.


 


If a notice is sent by fax, the date when
the notice is successfully transmitted (as evidenced by the transmission confirmation message automatically generated) shall be
deemed as the valid delivery date.


 


For the purpose of the notices, the address
of each Party is as follows:


 


Shengqu Information Technology (Shanghai)
Co., Ltd.


 


Address: Building 1, No.690 Bibo Road,
Zhangjiang Hi-tech Park, Shanghai


 


ZHANG Qing


 


Address: *


 


LV Ying


 


Address: *


 


Shanghai Shengzhan Networking Technology
Co., Ltd.


 


Address: Building 1, Zhangheng Road 666
Long, Pudong New Area, Shanghai


 


Any Party may change its address for receiving
the notices by sending a notice to the other Parties in accordance with the provisions of Article 9 hereof at any time.


 


		10.	Liabilities for Breach of Contract



 


		10.1	The Parties agree and confirm that, if any Party (hereinafter referred to as “the Defaulting
Party”) materially braches any provision hereunder, or materially fails to perform any of its obligations hereunder, it constitutes
a breach of the Agreement (hereinafter referred to as “the Default”). Any of the non-defaulting Parties (hereinafter
referred to as “the Non-defaulting Parties”) shall be entitled to require the Defaulting Party to rectify the Default
or to take remedial actions. If the Defaulting Party fails to rectify the Default or to take remedial actions within the reasonable
period or within fifteen (15) days after relevant Non-defaulting Party gives a written notice to the Defaulting Party, the relevant
Non-defaulting Party shall be entitled at its sole discretion:



 


		(1)	to terminate the Agreement and to require the Defaulting Party to provide full compensation for
damages; or



 


		(2)	to require the Defaulting Party to specifically perform its obligations hereunder and to provide
full compensation for damages.



 


		10.2	The Parties agree and confirm that, unless otherwise stipulated by the laws or the Agreement, in
no event shall any Party ask for early termination of the Agreement.



 


		10.3	Notwithstanding any other provisions in the Agreement, the validity of this Article shall not be
affected by suspension or termination of the Agreement.



 




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		11.	Miscellaneous



 


		11.1	The Agreement is made in Chinese in quadruplicate, with each Party to the Agreement holding one
(1) copy.



 


		11.2	The conclusion, validity, performance, amendment, interpretation and termination of the Agreement
shall all be governed by the Chinese laws.



 


		11.3	Any dispute arising from or in connection with the Agreement shall be settled by the Parties through
consultations. In case that no agreement can be reached within thirty (30) days after the occurrence of the dispute, the dispute
shall be submitted to Shanghai Arbitration Commission for arbitration which shall be conducted in accordance with the Commission's
arbitration rules in effect at the time of applying for arbitration. The arbitration place shall be Shanghai. The arbitral award
is final and binding upon the Parties.



 


		11.4	Any right, power and remedy conferred to a Party under any provision of the Agreement shall not
exclude any other right, power or remedy enjoyed by such Party according to the laws or under any other provision of the Agreement,
and the exercise of its right, power and remedy by a Party may not preclude its exercise of any other right, power and remedy enjoyed
by that Party.



 


		11.5	No failure or delay by any Party in exercising any right, power or remedy under the Agreement or
stipulated by law (hereinafter referred to as “Such Right”) shall constitute a waiver of Such Right; and any
single or partial waiver of Such Right shall not preclude the Party from any exercise of Such Right in any other way or any exercise
of its other rights, powers or remedies.



 


		11.6	The headings hereunder are inserted for convenience of reference only and in no event shall they
be utilized to construe the provisions of the Agreement nor shall they affect the interpretation of the provisions of the Agreement.



 


		11.7	The provisions of the Agreement shall be divided from and independent of each other. If any one
or more provisions of the Agreement become illegitimate, invalid or unenforceable at any time, the validity, legitimacy and enforceability
of the remaining provisions hereof shall not be affected.



 


		11.8	Once signed, the Agreement shall immediately supersede any other prior legal document signed with
respect to the subject matter hereof. No amendment or supplement to the Agreement shall become effective unless and until it is
made in writing and duly signed by the Parties hereto.



 


		11.9	Without prior written consents of the other Parties, no Party may assign any of its rights and/or
obligations hereunder to any third party. However, the Sole-funded Company shall be entitled to transfer any of its rights and/or
obligations hereunder to any third party designated by it after notifying the Shareholders.



 


		11.10	The Agreement shall be binding upon the legitimate assignees or successors of each Party.



 


[The remainder
of this page is intentionally left blank; please find the signature page herewith attached]


 




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In Witness Whereof, the Parties hereby
sign the Exclusive Shares Transfer Option Agreement on the date and at the place first above written.


 


	 	Shengqu Information Technology (Shanghai) Co., Ltd. 
	 	 
	 	/s/ (Stamp)
	 	 
	 	ZHANG Qing 
	 	 	 
	 	Signature:	/s/ ZHANG Qing
	 	 	 
	 	ID card No.:	##################
	 	 	 
	 	LV Ying 
	 	 	 
	 	Signature:	/s/ LV Ying
	 	 	 
	 	ID card No.:	##################
	 	 	 
	 	Shanghai Shengzhan Networking Technology Co., Ltd. 
	 	 
	 	/s/ (Stamp)


 


The Signature Page
of Exclusive Shares Transfer Option Agreement 


 




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Schedule I


Basic Information of the Company


 


	Company Name:	Shanghai Shengzhan Networking Technology Co., Ltd.
	Registered Address:	Room 103, Building 2, No.733 Sunhuan Road, Pudong New Area, Shanghai
	Registered Capital:	RMB 10 Million Yuan
	Equity Structure:	 


 


	Name	 	Contribution Amount (RMB)	 	Proportion of the Capital Contribution
	ZHANG Qing	 	5 Million	 	50%
	LV Ying	 	5 Million	 	50%


 




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Schedule II:


Format of the Option Exercise Notice


 


To: ZHANG Qing, LV
Ying


 


Whereas, we concluded
and signed an Exclusive Shares Transfer Option Agreement with you and Shanghai Shengzhan Networking Technology Co., Ltd.
(hereinafter referred to as “the Company”) on August 31st, 2013 (hereinafter referred to as “the
Option Agreement”), in accordance with which if permitted by the Chinese laws and regulations, you shall, at our
request, transfer the shares of the Company held by you to us or any third party designated by us.


 


NOW THEREFORE, we
hereby send the notice to you as follows:


 


We hereby requires
to exercise the Shares Transfer Option under the Agreement, and We/ [Name of the entity/individual] designated by us will take
____ % of the Company shares held by you (hereinafter referred to as “Shares to be Transferred”). Upon receipt
of the notice, please transfer all the Shares to be Transferred to us/ [Name of the entity/individual] designated by us in accordance
with the Option Agreement.


 


Best regards!


 


	 	Shengqu Information Technology (Shanghai) Co., Ltd.
	 	 	 
	 	Signature:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Date:	 


 




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Schedule III


Format of the Power of Attorney


 


I, ZHANG Qing,
hereby irrevocably entrusts ___________ (ID card No. :________) as my authorized agent to sign the shares transfer agreement between
Shengqu Information Technology (Shanghai) Co., Ltd. and me with respect to the transfer of the shares of Shanghai Shengzhan
Networking Technology Co., Ltd. and other relevant legal documents, and to handle all formalities relevant to the industrial and
commercial registration for such shares transfer. I confirm that the aforesaid shares transfer agreement and other relevant legal
documents (once signed) are legally binding upon me.


 


	 	ZHANG Qing
	 	 
	 	Signature: 	 
	 	 	 
	 	Date:	 


 




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Format of the Power of Attorney


 


I, LV Ying, hereby
irrevocably entrusts ___________ (ID card No. :________) as my authorized agent to sign the shares transfer agreement between Shengqu
Information Technology (Shanghai) Co., Ltd. and me with respect to the transfer of the shares of Shanghai Shengzhan Networking
Technology Co., Ltd. and other relevant legal documents, and to handle all formalities relevant to the industrial and commercial
registration for such shares transfer.


 


	 	LV Ying
	 	 
	 	Signature: 	 
	 	 	 
	 	Date: 	 


 




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