LIMITED GUARANTEELimited Guarantee • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
LIMITED GUARANTEE, dated as of March 17, 2014 (this “Limited Guarantee”), by The Baring Asia Private Equity Fund V, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
EQUITY COMMITMENT LETTER March 17, 2014Equity Commitment Letter • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This letter agreement sets forth the commitment of The Baring Asia Private Equity Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). 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”), among Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, 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 wholly-ow
AGREEMENT AND PLAN OF MERGER among GIANT INVESTMENT LIMITED GIANT MERGER LIMITED and GIANT INTERACTIVE GROUP INC. Dated as of March 17, 2014Merger Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2014 (this “Agreement”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 26th, 2013 • Shi Yuzhu • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of November 25, 2013 (this “Agreement”), by and among Yuzhu SHI (the “Founder”), Vogel Holding Group Limited, a British Virgin Islands company owned by the Founder (the “Seller”), and Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (the “Purchaser”, together with the Seller and Founder, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This Interim Investors Agreement (this “Agreement”) is made as of March 17, 2014 by and among Mr. Yuzhu Shi (“Mr. Shi”) (solely for the purposes of Section 1.5(a), Section 1.5(b), Section 1.7 Section 2.1 and Section 3), Vogel Holding Group Limited, a British Virgin Islands company (“Vogel”) (solely for the purposes of Section 1.7, Section 2.1 and Section 3), Union Sky Holding Group Limited, a British Virgin Islands company (“Union Sky”), Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (“Baring SPV”), Rich Noble Enterprises Limited, a British Virgin Islands company (“HONY SPV”) (together with Baring SPV and any Additional Sponsor (as defined below), each an “Equity Sponsor” and together, the “Equity Sponsors”, and the Equity Sponsors together with Union Sky, each an “Investor” and together, the “Investors”), Giant Group Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Giant Invest
GUARANTEEGuarantee • November 26th, 2013 • Shi Yuzhu • Services-business services, nec • New York
THE BARING ASIA PRIVATE EQUITY FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands with its registered address at Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Guarantor”); and
GUARANTEEGuarantee • November 26th, 2013 • Shi Yuzhu • Services-business services, nec • New York
THE BARING ASIA PRIVATE EQUITY FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands with its registered address at Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Guarantor”); and
CONSORTIUM AGREEMENTConsortium Agreement • November 26th, 2013 • Shi Yuzhu • Services-business services, nec • New York
THIS CONSORTIUM AGREEMENT is made as of November 25, 2013 (this “Agreement”), by and among Mr. Yuzhu Shi (the “Major Shareholder”), Union Sky Holding Group Limited and Vogel Holding Group Limited, each a British Virgin Island company controlled by the Major Shareholder (the “Major Shareholder HoldCos”, and together with the Major Shareholder, the “Major Shareholder Parties”), and Baring Private Equity Asia V Holding (12) Limited, a British Virgin Island company (the “Initial Sponsor”, together with all Additional Sponsors, the “Sponsors”). Each of the Major Shareholder Parties and the Sponsors is referred to herein as a “Party”, and collectively, the “Parties”. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 10.1 hereof.
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 9th, 2009 • Shi Yuzhu • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value US$0.0000002, of Giant Interactive Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • April 28th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This Equity Commitment Agreement (this "Agreement") dated April 25, 2014 by and among Giant Group Holdings Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands ("Holdco"), CDH Wealth Management Company Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (the "New Sponsor"), Baring Asia Private Equity Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands ("Baring LP"), Hony Capital Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands ("Hony LP" and, together with Baring LP, the "Other Sponsors") and Union Sky Holding Group Limited, a business company with limited liability incorporated and existing under the laws of the British Virgin Islands ("Union Sky" and, together with the Other Sponsors, the "Other Investors").
SUPPORT AGREEMENTSupport Agreement • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 17, 2014 by and among (1) Giant Group Holdings Limited, a Cayman Islands exempted company (“Holdco”), (2) Giant Investment Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and (3) the shareholders of Giant Interactive Group Inc., a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
GUARANTEEGuarantee • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
THE BARING ASIA PRIVATE EQUITY FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands with its registered address at Maples Corporate Services Limited, PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the “Guarantor”); and
Joint Filing AgreementJoint Filing Agreement • November 26th, 2013 • Shi Yuzhu • Services-business services, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.0000002, of Giant Interactive Group Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
GUARANTEEGuarantee • March 18th, 2014 • Shi Yuzhu • Services-business services, nec • New York
HONY CAPITAL FUND V, L.P., a limited partnership organized and existing under the laws of the Cayman Islands,with its registered address at P.O.Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands (the “Guarantor”); and
