PANSOFT COMPANY LIMITED (a British Virgin Islands company) Offering: 1,200,000 Common Shares ($6.00 per share) PLACEMENT AGREEMENTPlacement Agreement • August 12th, 2008 • Pansoft CO LTD • Services-computer programming services • Virginia
The undersigned, Pansoft Company Limited a, British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
PANSOFT COMPANY LIMITED WARRANT AGREEMENTWarrant Agreement • May 14th, 2008 • Pansoft CO LTD • Virginia
Pansoft Company Limited, a British Virgin Islands limited (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of ordinary shares of the Company set forth herein, subject to the terms and conditions contained herein.
ESCROW AGREEMENTEscrow Agreement • May 14th, 2008 • Pansoft CO LTD • Virginia
This Escrow Agreement is made and entered into as of the ____ day of _________, 2008, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), PANSOFT COMPANY LIMITED, a British Virgin Islands limited company (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).
AGREEMENT AND PLAN OF MERGER among Timesway Group Limited, Genius Choice Capital Limited and Pansoft Company Limited (dated as of May 16, 2012) AGREEMENT AND PLAN OF MERGERMerger Agreement • May 24th, 2012 • Pansoft CO LTD • Services-computer programming services • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 16, 2012 is by and among Timesway Group Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (“Parent”), Genius Choice Capital Limited, a company limited by shares incorporated under the laws of the British Virgin Islands and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Pansoft Company Limited, a company limited by shares incorporated under the laws of the British Virgin Islands (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 9.10.
PANSOFT COMPANY LIMITED FORM OF STOCK OPTION AGREEMENTStock Option Agreement • July 6th, 2009 • Pansoft CO LTD • Services-computer programming services • Virgin Islands
Software Development and Service Contract for the Information Network System for the Central Management of Offshore Funds of China Petrochemical CorporationSoftware Development and Service Contract • May 15th, 2009 • Pansoft CO LTD • Services-computer programming services
In compliance with PRC Contract Law and on basis of fully and truly consensus of both parties after adequate and fair discussion and communication, this contract is hereby reached by Party A and Party B on the development and service of system software of the information network system for the central management of offshore funds of China Petrochemical Corporation.
Merger and Acquisition Agreement ContentsMerger and Acquisition Agreement • November 8th, 2010 • Pansoft CO LTD • Services-computer programming services
English Translation of Memorandum for ITLamp M&A Payment AmendmentM&a Payment Amendment • December 30th, 2011 • Pansoft CO LTD • Services-computer programming services
A, Party B, Wang Huiling and Gong Yulan on May 18, 2010, Party A shall not implement Article 1.2 unless the conditions specified in Article 1.2.1.1 of M&A Agreement are satisfied.
TRUST AGREEMENTTrust Agreement • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services • Virgin Islands
This Trust Agreement is entered into this 3rd day of June 2006 between Conrad Kwong Yue Tsang ("Trustee"), a Hong Kong citizen who is a partner at Baring Asia II Holdings Limited and Wang Hu, a mainland China citizen who currently holds all the outstanding shares of Pansoft Company Limited (“Pansoft”), formerly known as Time Maker Limited, a British Virgin Islands corporation, for the benefit of all the shareholders of Pansoft (Jinan) Co., Ltd., a P.R. China corporation, as of June 3, 2006 (the "Shareholders").
Jinan Pu’an Alliance Software Company Limited Equity Transfer Agreement Jan. 27, 2005Equity Transfer Agreement • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
Zhang Tingbin, a Chinese citizen (ID No.: ) residing at No. 226, Shanda Road, Lixia District, Jinan City (hereinafter referred to as “Party B”);
Translation of Technology Service Contract between Shengli Oil Field Branch of Sinopec and Pansoft (Jinan) Company Ltd. (Contract for the Maintenance of Financial Information System)Technology Service Contract • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
In compliance with PRC Contract Law and on basis of fully and truly consensus of both parties after adequate discussion and communication, this contract is hereby reached where party A retains Party B to provide technology services regarding financial information system for party A and pays Party B for the service rendered.
Translation of Trust Agreement for Hugh Wang’s Beneficial Ownership of Timesway Shares on Behalf of PJCL EmployeesTrust Agreement • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
This letter of authorization shall be executed in three copies, each of which shall be deemed an original. One copy shall be given to the Consigner, another copy to Consignee, and the third copy shall be kept in the Company for reference.
Translation of China National Petroleum Budget Management Information Project Between Financial Management Company of China National Petroleum Corporation And Pansoft (Jinan) Company LtdBudget Management Information Project Agreement • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
Whereas, Party A plans to develop China National Petroleum budget management information project so as to realize the budget management informationization of China National Petroleum (hereafter referred to as “the Project”),
Software Development and Implementation Contract of Funds Management Platform Project of China National Petroleum Corporation Between China National Petroleum and the SupplierSoftware Development and Implementation Contract • November 8th, 2010 • Pansoft CO LTD • Services-computer programming services
Whereas, Party A plans to develop funds management platform project so as to realize the software development and implementation of funds centralized management platform project of China National Petroleum (hereafter referred to as “the Project”).
ESCROW AGREEMENTEscrow Agreement • August 12th, 2008 • Pansoft CO LTD • Services-computer programming services • Virginia
This Escrow Agreement is made and entered into as of the 11th day of August, 2008, by and among ANDERSON & STRUDWICK, INCORPORATED, a Virginia corporation (the “Placement Agent”), PANSOFT COMPANY LIMITED, a British Virgin Islands limited company (the “Company”) and SUNTRUST BANK, N.A. (the “Escrow Agent”).
Translation of Technology Service Contract between Shengli Oil Field Administration And Pansoft (Jinan) Company Ltd.Technology Service Contract • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
In compliance with PRC Contract Law and on basis of consensus of both parties after adequate discussion and communication, this contract is hereby reached where party A retains Party B to develop single drill budget management information system of Shengli Oil Field Administration for party A and Party A pays Party B for the service rendered.
English Translation of Agreement for Acquisition of Equity of Shandong HongAo Power Technology Co., Ltd. PrefaceAgreement for Acquisition of Equity • December 30th, 2011 • Pansoft CO LTD • Services-computer programming services
Pansoft (Jinan) Co., Ltd. is a wholly foreign-owned company registered in Jinan, China, whose parent company is a company registered in the BVI and listed on the USNASDAQ Stock Market. The Company is mainly engaged in software development, and one of the largest local suppliers of ERP software service in China's oil/gas industry. Shandong HongAo Power Technology Co., Ltd. is a private limited liability company registered in Jinan of China, which is mainly engaged in technical development and services in thermal power equipment, with strong capacity of in integrated research and development and high-quality client base in power industry.
Translation of Technology Development (Commission) Contract with Xinjian Sales Branch of China National Petroleum Corporation, Ltd.Technology Development (Commission) Contract • July 28th, 2008 • Pansoft CO LTD • Services-computer programming services
Party A retains Party B to research and develop the project of Cash Flow Management and Control Information System Development and Maintenance. Party B accepts the offer and implements this development project. In accordance with PRC Contract Law, the parties enter into this contact hereby. The following clauses shall be strictly abided and implemented by both parties. Party A authorizes Finance Department as its representative with full power to be responsible for this implementation of the project.
