LIMITED GUARANTYLimited Guaranty • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
Limited Guaranty, dated as of August 13, 2012 (this “Limited Guaranty”), by Mr. Weidong Hong, PRC ID No. XXXX (the “Guarantor”), in favor of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER Dated as of August 13, 2012 among New sihitech limited New sihitech acquisition limited and YUCHENG TECHNOLOGIES LIMITEDAgreement and Plan of Merger • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the outstanding shares of which are owned by the Parent (“Merger Sub”), and Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2008 • Yucheng Technologies LTD • Services-computer programming services
AGREEMENT, dated as of February 25, 2008 between Remington Hu, residing at ____________________________ (“Executive”), and Yucheng Technologies Limited, a BVI a British Virgin Islands corporation having its principal office at __________________________ (“Company”)
Software Sales ContractSoftware Sales Contract • March 29th, 2006 • Yucheng Technologies LTD • Blank checks
After fully negotiation, for the purchase of software, Party A and Party B agreed to enter into this contract and perform the terms as follow:
An Amendment Agreement is made on May 9, 2007 AmongAn Amendment Agreement • May 14th, 2007 • Yucheng Technologies LTD • Blank checks
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • March 29th, 2006 • Yucheng Technologies LTD • Blank checks • Virgin Islands
THIS SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made as of December 16, 2005, by and among Sihitech Company Limited, a British Virgin Islands corporation (the “Sihitech Holdingco #1”), Mega Capital Group Services Limited, a British Virgin Islands corporation (the “Sihitech Holdingco #2”), Profit Loyal Consultants Limited, a British Virgin Islands corporation (the “Sihitech Holdingco #3”) (collectively “Sihitech Holdingcos), Elite Concord International Limited, a British Virgin Islands corporation (the “e-Channels Holdingco A”), China Century Holdings Group Limited, a British Virgin Islands corporation (the “e-Channels Holdingco B”), Shining Growth Investment Group Limited, a British Virgin Islands corporation (the “e-Channels Holdingco C”) (collectively “e-Channels Holdingcos”), Chih T. Cheung, an individual (“Cheung”), and James Z. Li, an individual (“Li”) (all parties together are collectively referred to as the “Shareholders”).
DATED AUGUST 13, 2012 exchangeable NOTES subscription AGREEMENTShare Charge • October 10th, 2012 • Yucheng Technologies LTD • Services-computer programming services • Hong Kong
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:
COMMITMENT LETTER August 13, 2012Yucheng Technologies LTD • August 15th, 2012 • Services-computer programming services • New York
This letter agreement sets forth the commitment of Mr. Weidong Hong (the “Sponsor”), subject to the terms and conditions contained herein, to purchase equity interests of New Sihitech Limited, a British Virgin Islands company (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Yucheng Technologies Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), Parent, and New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein
VOTING AGREEMENTVoting Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
VOTING AGREEMENT, dated as of August 13, 2012 (this “Agreement”), by and between New Sihitech Limited, a British Virgin Islands company (“Parent”) and the Shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
An Amendment Agreement made as of the 31st day of July, 2007 AmongAn Amendment Agreement • August 24th, 2007 • Yucheng Technologies LTD • Blank checks
The Parties have signed an agreement for sale and purchase of shares of Ahead Billion Venture Limited and Port Wing Development Company Limited as of December 20, 2005, as amended (the SPA).
CONTRIBUTION AGREEMENTContribution Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2012 by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Hong Weidong, PRC ID No. XXXX and certain of his affiliates listed on Schedule A (collectively, the “Founder”), and the shareholders of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), listed on Schedule B (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
Agreement to File Schedules, Supplements and ExhibitsYucheng Technologies LTD • March 29th, 2006 • Blank checks
Yucheng Technologies Limited, a company formed under the laws of the British Virgin Islands (“Yucheng”), hereby agrees to provide to the United States Securities and Exchange Commission (“SEC”), such schedules, supplements and exhibits to the Stock Purchase Agreement dated December 20, 2005, among Sihitech Company Limited, a limited liability company formed under the laws of the British Virgin Islands (“BVI”), Mega Capital Group Services Limited, a limited liability company formed under the laws of the BVI, Profit Loyal Consultants Limited, a limited liability company formed under the laws of the BVI, Elite Concord International Limited, a limited liability company formed under the laws of the BVI, China Century Holdings Group Limited, a company formed under the laws of the BVI, Shining Growth Investment Company, a limited liability company formed under the laws of the BVI, China Unistone Acquisition Corp. (“China Unistone”) a corporation formed under the laws of Delaware, Yucheng and
EQUITY INTEREST TRANSFER AGREEMENTEquity Interest Transfer Agreement • February 13th, 2007 • Yucheng Technologies LTD • Blank checks • Beijing
Service ContractYucheng Technologies LTD • March 29th, 2006 • Blank checks
Both parties reached an agreement on this service contract for network equipments of Party A after friendly negotiations based on the principle of mutual trust and cooperation in accordance to the Contract Law of P.R.C and related laws, regulations and rules.
Technology Service ContractTechnology Service Contract • March 29th, 2006 • Yucheng Technologies LTD • Blank checks
After detailed negotiation, on the provision of technology service of Party B, Party A and Party B agree to enter into this contract and perform the terms as follows:
Robert J. Eu WR Hambrecht + Co Managing Director 539 Bryant Street, Suite 100 San Francisco, CA 94107 Tel: 415-551-8600 Fax: 415-551-3242 reu@wrhambrecht.comYucheng Technologies LTD • March 29th, 2006 • Blank checks • New York
DATED AUGUST 13, 2012 exchangeable NOTES subscription AGREEMENTNotes Subscription Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • Hong Kong
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:
Software License AgreementSoftware License Agreement • March 29th, 2006 • Yucheng Technologies LTD • Blank checks
This is the software license agreement between the end user and Beijing e-Channels Century Technology Co., Ltd. (hereinafter referred to as the “Company”). It will be deemed that you accept the articles of this agreement when you open the cover of this software. If you can not accept these articles, please contact the Company within 48 hours, otherwise it will be viewed as acceptance.
AGREEMENT OF JOINT FILINGYucheng Technologies LTD • August 15th, 2012 • Services-computer programming services
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Software Development ContractYucheng Technologies LTD • March 29th, 2006 • Blank checks
After friendly negotiation, in accordance to the relevant laws and regulations, Party A consigns Party B to develop software and provide related service on as follows:
