Distribution Agreement and Waiver and Consent of Shareholders



 Exhibit 10.10 
 Distribution Agreement 
 and 
 Waiver and Consent of Shareholders 
 THIS DISTRIBUTION AGREEMENT AND WAIVER AND
CONSENT (this “Agreement and Consent”) is made as of July 2, 2007 by and among (i) Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the
“LFT”), (ii) Longtop International Holdings Limited, a company duly organized under the laws of the British Virgin Islands (“LTI”) (iii) the holders of Series A Preferred Shares, par value of US$0.01 per
share, and Series B Preferred Shares, par value of US$0.01 per share, of the Company (collectively, “LFT Preferred Shares”) whose names are listed on the signature page under the caption “LFT Preferred Shareholders”
(collectively, the “LFT Preferred Shareholders”), (iv) Cathay IT Financial Services Limited (“Cathay”) which is a holder of Ordinary Shares, par value of US$0.01 per share, of the Company (“LFT Ordinary
Shares”), (v) the other holders of LFT Ordinary Shares whose names are listed on the signature page under the caption “Other LFT Ordinary Shareholders” (the “Other LFT Ordinary Shareholders”). The LFT
Preferred Shareholders and Cathay are sometimes, collectively, referred to herein as the “Investors”. Cathay and the Other LFT Ordinary Shareholders are sometimes, collectively, referred to as the “LFT Ordinary Shareholders.”

 I. Distribution Agreement. 
 WHEREAS, LFT is the record and beneficial owner of all of the issued and outstanding share capital of LTI, in the types and amounts as are set forth on Exhibit A hereto (all such share capital in the aggregate,
the “LTI Shares”); 
 WHEREAS, pursuant to Article 128 of the Articles of Association of LFT, the Board of Directors of LFT
(the “LFT Board of Directors”) has declared a distribution to LFT’s shareholders payable in LTI Shares (the “Declaration of Distribution”), subject to the approval of the shareholders of LFT herein, and in
connection therewith, to distribute all of the LTI Shares to all of the Preferred Shareholders and Ordinary Shareholders (the “Proposed Distribution Allocation”) in the types and amounts as are set forth on Exhibit B hereto,
such distribution to occur on July 2, 2007; 
 WHEREAS, pursuant to Section 10.A(1) of the Second Amended and Restated Memorandum
of Association of LFT (the “LFT Memorandum”), any dividends or distributions shall be distributed among all holders of LFT Ordinary Shares and LFT Preferred Shares in proportion to the number of LFT Ordinary Shares that would
be held by each such holder if all Preferred Shares were converted to Ordinary Shares at the then effective conversion rate, which distribution allocation is different from the Proposed Distribution Allocation of LTI Shares; 
 WHEREAS, the LFT Ordinary Shareholders and LFT Preferred Shareholders wish to waive their rights to receive LTI Shares in the proportional manner
provided under Section 10.A(1) of the LFT Memorandum, but instead, to agree to receive their respective LTI Shares in accordance with the Proposed Distribution Allocation, subject to the covenants make by LTI set forth herein below; 








 WHEREAS, pursuant to Section 10.A(6) of the LFT Memorandum, neither LFT nor the LFT Board of
Directors shall pay any dividend or distribution with respect any class of shares of LFT without first obtaining approval from the holders of a majority of the outstanding LFT Preferred Shares; 
 WHEREAS, the undersigned LFT Preferred Shareholders holding at least a majority of the outstanding LFT Preferred Shares desire to approve the Declaration
of Distribution; 
 WHEREAS, pursuant to Section 10.1 of the certain Subscription Agreement dated November 5, 2004 by and among
LFT, Cathay and the other parties thereto (as amended from time to time and effective as of date hereof, the “Cathay Subscription Agreement”), LFT shall not declare and pay dividends except with the unanimous consent of the LFT
Board of Directors; and 
 WHEREAS, the Company desires to confirm that the Declaration of Distribution has been approved by the unanimous
written consent of the LFT Board of Directors. 
 NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: 
 1.1
Confirmation. LFT hereby confirms that the Declaration of Distribution contemplated hereby has been approved by the unanimous written consent of the LFT Board of Directors, as required by Section 10.1 of the Cathay Subscription
Agreement. 
 1.2 Consent of Preferred Shareholders. Pursuant to Section 10.A(6) of the Memorandum, the undersigned LFT Preferred
Shareholders, representing a majority of the outstanding LFT Preferred Shares, hereby consent to the Declaration of Distribution. 
 1.3
Agreement to Proposed Distribution Allocation. Effective on July 2, 2007, LFT shall and hereby distributes, transfers and assigns to all of the LFT Ordinary Shareholders and the LFT Preferred Shareholders, and each of the LFT Ordinary
Shareholders and the LFT Preferred Shareholders hereby accepts the distribution, transfer and assignment of, all of the LTI Shares in such types and amounts as in accordance with the Proposed Distribution Allocation as attached hereto as Exhibit
B. 
 II. LTI Share Exchange. 
 WHEREAS, promptly after the consummation of the distribution of LTI Shares by LFT to the LFT Ordinary Shareholders and the LFT Preferred Shareholders, LTI desires to amend and restate its Amended and Restated
Memorandum of Association (as amended and restated, the “Restated LTI Memorandum”), providing for, inter alia, the creation of two series of share capital of LTI to be designated as Series A Preferred Shares with a par value
of US$0.01 per share (the “LTI Series A Preferred Shares”) and Series B Preferred Shares with a par value of US$0.01 per share (the “LTI Series B Preferred Shares”); and 
  

 2 








 WHEREAS, LTI desires to redeem all of the then issued and outstanding LTI Shares from each and all of the
LFT Ordinary Shareholders and the LFT Preferred Shareholders immediately prior to the effectiveness of the filing of the Restated LTI Memorandum, and in exchange therefor and immediately after the effectiveness of the filing the Restated LTI
Memorandum, to issue to each of the LFT Ordinary Shareholders and the LFT Preferred Shareholders the types and amounts of share capital of LTI as are set forth on Exhibit C attached hereto (the “Share Exchange”), subject to
the terms and conditions set forth herein below. 
 NOW, THEREFORE, LTI, the LFT Ordinary Shareholders and the LFT Preferred Shareholders
agree as follows: 
 2.1 Covenant by LTI. LTI shall use its best efforts to expeditiously cause the Restated LTI Memorandum,
substantially in the form of Exhibit D attached hereto, to be filed with the with the Registrar of Corporate Affairs of the British Virgin Islands. 
 2.2 Share Exchange. Effective immediately prior to the effectiveness of the filing of the Restated LTI Memorandum of LTI, each of the LFT Ordinary Shareholders and the LFT Preferred Shareholders shall, and
hereby does, transfer and surrender to LTI for cancellation, and LTI shall, and hereby does, accept such transfer and surrender for cancellation of, all of the then issued and outstanding LTI Shares held by such LFT Ordinary Shareholder or LFT
Preferred Shareholder as are set forth on Exhibit B hereto. Effective immediately after the effectiveness of the filing of the Restated LTI Memorandum, LTI shall, and hereby does, issue to each of the LFT Ordinary Shareholders and the LFT
Preferred Shareholders those types and amounts of share capital of LTI as are set forth on Exhibit C attached hereto. 
 2.3 Rights
Agreement. Simultaneously with the Share Exchange, LTI and each of the LFT Ordinary Shareholders and the LFT Preferred Shareholders shall execute and deliver (i) an Investors’ Rights Agreement, substantially in the form of Exhibit
E attached hereto and (ii) a First Refusal and Co-Sale Agreement, substantially in the form of Exhibit F attached hereto. LTI and those certain LFT Preferred Shareholders shall execute and deliver (i) a letter management rights
agreement, substantially in the form of Exhibit G attached hereto. 
 III. Miscellaneous. 
 3.1 Governing Law and Choice of Forum. This Agreement and Consent shall be governed by and construed in accordance with the internal laws of the
State of New York, without regard to choice of law principles. 
 3.2 Counterparts. This Agreement and Consent may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Waiver may also be executed and delivered by facsimile signature and in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

 3 








 3.3 Record Keeping. the undersigned further direct that this Agreement and Consent shall take
effect immediately as of the date first above written and shall be filed in the minute book of the Company with the minutes of the meetings of the LFT Board of Directors and Shareholders. 
 [remainder of this page intentionally left blank] 
  

 4 








 IN WITNESS whereof, the parties hereto have duly executed this Agreement and Consent the day and year
first above written. 
  

			
	LONGTOP FINANCIAL TECHNOLOGIES LIMITED
		
	By	 	 /s/ Xiaogong Jia

	Name:	 	
	Title	 	
	Address:	 	
	
	LONGTOP INTERNATIONAL HOLDINGS LIMITED
		
	By	 	 /s/ Weizhou Lian

	Name:	 	
	Title	 	
	Address:	 	


  

 5 









			
	OTHER ORDINARY SHAREHOLDERS:
	
	WELL ACTIVE INTERNATIONAL LIMITED
		
	By	 	 /s/ Weijie Zhang

	Name:	 	
	Title	 	
	Address:	 	
	
	BLOOMWELL INTERNATIONAL LIMITED (BVI)
		
	By	 	 /s/ Xiaogong Jia

	Name:	 	
	Title	 	
	Address:	 	
	
	CONCENTRA HOLDINGS LIMITED (BVI)
		
	By	 	 /s/ Weizhou Lian

	Name:	 	
	Title	 	
	Address:	 	
	
	WISDOM LEGEND INVESTMENT LIMITED
		
	By	 	 /s/ Zhenghong Yang

	Name:	 	
	Title	 	
	Address:	 	


  

	
	 /s/ Derek Palaschuk

	Derek Palaschuk
	Address:


  

 6 









			
	PREFERRED SHAREHOLDERS
	
	 TIGER GLOBAL PRIVATE INVESTMENT
 PARTNERS IV, L.P.

	
	 By: Tiger Global PIP Performance IV, L.P.
its General Partner

	 By: Tiger Global PIP Management IV, Ltd.
Its General Partner

		
	By	 	 /s/ Scott Shleifer

	Name:	 	Scott Schleifer
	Title:	 	Managing Director
	Address:	 	101 Park Avenue, 48th Floor
New York, NY 10178
	
	 TIGER GLOBAL PRIVATE INVESTMENT
 PARTNERS III, L.P.

	
	 By: Tiger Global PIP Performance III, L.P.
its General Partner

	 By: Tiger Global PIP Management III, Ltd.
Its General Partner

		
	By	 	 /s/ Scott Shleifer

	Name:	 	Scott Schleifer
	Title:	 	Managing Director
	Address:	 	 101 Park Avenue, 48th Floor
 New York,
 NY 10178



  

	
	
	 /s/ Scott Shleifer

	Name: Scott Shleifer
	Address: 101 Park Avenue, 48th Floor
	                New York, NY 10178
	
	 /s/ Feroz Dewan

	Name: Feroz Dewan
	Address: 101 Park Avenue, 48th Floor
	                New York, NY 10178


  

 7 









	
	 /s/ Lee Fixel

	Name: Lee Fixel
	Address: 101 Park Avenue, 48th Floor
	                New York, NY 10178


  

			
	CATHAY IT FINANCIAL SERVICES LIMITED
		
	By	 	 /s/ Paul Wolansky

	Name:	 	Paul Wolansky
	Title	 	Director
	Address:	 	


  

 8 








 Exhibit A 
 Longtop Financial Technologies Limited’s Ownership of 
 All Issued and Outstanding Share Capital of
Longtop International Holdings Limited 
 Before the Declaration of Distribution 
  

					
	 Shareholder of LTI
	  	 LTI
 Ordinary
 Shares
 Held
	  	 LTI
 Preferred
 Shares
 Held

	 Longtop Financial Technologies Limited
	  	9,000,000	  	3,000,000

  

 9 








 EXHIBIT B 
 Proposed Distribution Allocation 
  

					
	 Shareholders
	  	 LTI
 Ordinary
 Shares
 Held
	  	 LTI
 Preferred
 Shares
 Held

	 Bloomwell International Limited
	  	3,253,968	  	
	 Concentra Holdings Limited
	  	1,363,395	  	
	 Cathay IT Financial Services Limited
	  	2,272,324	  	
	 Well Active International Limited
	  	1,772,413	  	
	 Derek Palaschuk
	  	90,893	  	
	 Wisdom Legend Investment Limited
	  	247,007	  	
	 Tiger Global Private Investment Partners III, L.P.
	  		  	1,773,927
	 Scott Shleifer
	  		  	91,255
	 Feroz Dewan
	  		  	49,137
	 Lee Fixel
	  		  	9,609
	 Tiger Global Private Investment Partners IV, L.P.
	  		  	1,076,072
		  	 	  	 
	 Total
	  	9,000,000	  	3,000,000
		  	 	  	 

  

 10 








 Exhibit C 
 Name of Shareholder and Type and Amount of 
 Longtop International Holdings Limited’s Shares 

After the Share Exchange 
  

							
	 LTI Shareholders
	  	 LTI
 Ordinary
 Shares
 To be
 Issued
	  	 LTI
 Preferred
 Shares
 To be
 Issued
	  	 Series B
 Preferred
 Shares
 To be
 Issued

	 Bloomwell International Limited
	  	7,160,000	  		  	
	 Concentra Holdings Limited
	  	3,000,000	  		  	
	 Cathay IT Financial Services Limited
	  	5,000,000	  		  	
	 Well Active International Limited
	  	3,900,000	  		  	
	 Derek Palaschuk
	  	200,000	  		  	
	 Wisdom Legend Investment Limited
	  	543,511	  		  	
	 Tiger Global Private Investment Partners III, L.P.
	  		  	4,028,000	  	
	 Scott Shleifer
	  		  	128,973	  	80,180
	 Feroz Dewan
	  		  	69,447	  	43,174
	 Lee Fixel
	  		  	13,580	  	8,443
	 Tiger Global Private Investment Partners IV, L.P.
	  		  		  	2,504,110
		  	 	  	 	  	 
	 Total
	  	19,803,511	  	4,240,000	  	2,635,907
		  	 	  	 	  	 

  

 11