FUNTALK CHINA HOLDINGS LIMITED (an exempted company with limited liability registered by way of continuation in the Cayman Islands) 12,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
I, Kim Chuan (“Jackie”) Leong, Chief Financial Officer of Funtalk China Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), pursuant to SECTION 5(m) of the Underwriting Agreement, dated August [3], 2010 (the “Underwriting Agreement”), among the Company, the Selling Shareholders and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters named therein, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, I have reviewed the disclosure in the Registration Statement, the General Disclosure Package and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the
Exclusive Option AgreementExclusive Option Agreement • January 20th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 5th day of August, 2008 in Beijing, the People’s Republic of China (“China” or the “PRC”):
AGREEMENT AND PLAN OF MERGER dated as of May 31, 2011 among Fortress Group Limited, Fortress Merger Sub Limited and Funtalk China Holdings LimitedMerger Agreement • May 31st, 2011 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 31, 2011 is by and among Fortress Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Fortress Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Funtalk China Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 9.11.
EQUITY PLEDGE AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”) Dated 10 March 2008Equity Pledge Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
The Pledgor and the Beneficiary are each hereinafter referred to individually as a “Party”, and collectively as the “Parties”.
LIMITED GUARANTYLimited Guaranty • June 14th, 2011 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
Limited Guaranty, dated as of May 31, 2011 (this “Limited Guaranty”), by PAG Asia I LP ( “Guarantor”), in favor of Funtalk China Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman 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).
Loan AgreementLoan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
NOW, THEREFORE, Party A and Party B, on the basis of equality and free will and after friendly negotiations, hereby agree on the following:
Supplemental Agreement to Acquisition Framework AgreementSupplemental Agreement to Acquisition Framework Agreement • October 15th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec • Shanghai
THIS SUPPLEMENTAL AGREEMENT TO THE ACQUISITION FRAMEWORK AGREEMENT (the “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, China on October 30, 2008:
BEIJING FEIJIE INVESTMENT CO., LTD. AND ZHUQUN PENG OPERATION AND MANAGEMENT AGREEMENT MAY 5, 2008 SUZHOUOperation and Management Agreement • October 15th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec
THIS OPERATION AND MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008:
Loan AgreementLoan Agreement • April 30th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Loan Agreement (this “Agreement”) is made and entered into by and between the parties below as of September 1, 2008 in Beijing, China:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November __, 2007, by and between Beijing Pypo Technology Group Company Limited (the “Company”), and Clement Kwong (the “Indemnitee”), a director of the Company.
STYLE TECHNOLOGY DEVELOPMENT LIMITED and PYPO HOLDINGS (HK) COMPANY LIMITED EQUITY INTERESTS TRANSFER AGREEMENT relating to BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITED October 15, 2007Equity Interests Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
The Transferor agrees to transfer the 50% Equity Interests held by it to the Transferee, and the Transferee agrees to accept the 50% Equity Interests. Therefore, the Parties hereby agree to and shall abide by the following:
Supplementary Agreement to Equity Interest Pledge Agreement Supplementary Agreement to Equity Interest Pledge AgreementSupplementary Agreement to Equity Interest Pledge Agreement • July 15th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec
This Supplementary Agreement to Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on [March 3 ], 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”):
FUNTALK CHINA HOLDINGS LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS — MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARYCorporate Guarantee • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
FUNTALK CHINA HOLDINGS LIMITED (the “Guarantor”) a company incorporated and existing under the laws of the Cayman Islands (Reg. no. MC-228089) having its registered office at the offices of Maples Corporate Services Limited, Ugland House, PO Box 309, Grand Cayman, KY1-1104, Cayman Islands;
SUPPLEMENTAL FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD.Supplemental Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, the Parties entered into a Funds Transfer Agreement dated 10 March 2008 (the “Funds Transfer Agreement”) under which ARCH has transferred and/or procured the transfer of US$20,000,000 to Pypo and Pypo has transferred and/or procured the transfer of RMB150,000,000 to ARCH.
DEED OF RELEASE Among CAPITAL ALLY INVESTMENTS LIMITED (“Pledgor”) and PYPO DIGITAL COMPANY LIMITED (“Beneficiary”)Deed of Release • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
Share Transfer AgreementShare Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
As used in this Share Transfer Agreement (the “Agreement”), each of the Transferor and the Transferee is a “Party” and they are collectively referred to as the “Parties.”
SAMSUNG ANYCALL MOBILE PHONE DISTRIBUTION AGREEMENT DATE: JULY 1, 2008 PLACE OF EXECUTION: BEIJING, CHINADistribution Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
NOW THEREFORE, in order to promote the interests of both parties, based on the principles of honesty, trustworthiness and reciprocity, Samsung and Pypo Beijing agree to the following terms:
LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”) Dated 10 March 2008Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 16th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of October 2, 2009, by and among Pypo Digital Company Limited, an exempted company organized under the laws of the Cayman Islands (“Purchaser”), Capital Ally Investments Limited, a private limited company organized under the laws of the British Virgin Islands (“Capital Ally”), and Arch Digital Holdings Limited, a private limited company organized under the laws of the British Virgin Islands (“Arch,” and together with Capital Ally, “Sellers”). Each of Purchaser and Sellers is a “Party” and collectively, the “Parties.”
AMENDMENT TO CLASS B WARRANT AGREEMENTClass B Warrant Agreement • May 13th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Amendment to the Class B Warrant Agreement dated December 13, 2006 (the “Agreement”) is made as of May 13, 2009 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Warrant Agent”).
SUPPLEMENTAL LOAN AGREEMENT Among CAPITAL ALLY INVESTMENTS LIMITED (“Borrower”) and PYPO DIGITAL COMPANY LIMITED (“Lender”)Supplemental Loan Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, the Parties entered into a Loan Agreement dated 10 March 2008 (the “Loan Agreement”) under which the Lender has made available to the Borrower a loan in the principal amount of US$20,000,000.
FUNTALK CHINA HOLDINGS LIMITED (an exempted company with limited liability registered by way of continuation in the Cayman Islands) 10,000,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
I, Kim Chuan (“Jackie”) Leong, Chief Financial Officer of Funtalk China Holdings Limited, a company incorporated in the Cayman Islands (the “Company”), pursuant to SECTION 5(j) of the Underwriting Agreement, dated , 2010 (the “Underwriting Agreement”), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies & Company, Inc. as Representatives of the several Underwriters named therein, hereby certify, solely in the capacity as an officer of the Company for and on behalf of the Company, that I am familiar with the accounting, operations, records systems and internal controls of the Company, I have participated in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, I have reviewed the disclosure in the Registration Statement, the General Disclosure Package and the Prospectus, and I have performed the following procedures on the financial and operating information and data identified and circled by you in the preli
Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”) Acquisition Framework Agreement May...Acquisition Framework Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):
Maximum Guarantee Contract (For Individual Guarantor Use) Contract No.: Ge Gao Bao Zi, 001 China Minsheng Banking Corp. Ltd.Maximum Guarantee Contract • April 6th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
In order to secure the performance of the master contract (the “Master Contract”) entered into by and among Beijing Pypo Technology Group Company Limited (the “Debtor”) and the Creditor, the Guarantor hereby voluntarily provides this maximum guarantee for all the indebtness under the Master Contract. The Parties enter into this contract (the “Contract”) in accordance with relevant laws and regulations of China through friendly negotiation.
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • October 13th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of October 11, 2010, is entered into by and between ARCH Digital Holdings Limited (the “Seller”), and Funtalk China Holdings Limited, a Cayman Islands exempted company (the “Company”).
SUPPLEMENTARY AGREEMENT TO THE OPERATION AND MANAGEMENT AGREEMENTOperation and Management Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Supplementary Agreement to the Operation and Management Agreement (the “Agreement”) is entered into by and between the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on October 30, 2008.
FUNDS TRANSFER AGREEMENT Among PYPO DIGITAL COMPANY LIMITED and ARCH DIGITAL HOLDINGS LTD. Dated 10 March 2008Funds Transfer Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec • Hong Kong
WHEREAS, Pypo is owned as to approximately 182,700,000 ordinary shares of US$0.0001 by Capital Ally (the “Interests”) and 90,000,000 ordinary shares of US$0.0001 by ARCH.
AMENDMENT TO CLASS A WARRANT AGREEMENTClass a Warrant Agreement • May 13th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
This Amendment to the Class A Warrant Agreement dated December 13, 2006 (the “Agreement”) is made as of May 13, 2009 by and between Middle Kingdom Alliance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Warrant Agent”).
FORM OF UNDERWRITING AGREEMENT between FUNTALK CHINA HOLDINGS LIMITED and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • December 11th, 2009 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
The undersigned, Funtalk China Holdings Limited, a company formed under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
CONFIDENTIAL FULLY REDACTED VERSION Beijing Feijie Investment Co., Ltd (the “Acquirer”), Zhuqun Peng (the “Controlling Party”) and the Companies and Individual Industrial and Commercial Households Listed in Schedule 1 (collectively, the “Transferors”)...Acquisition Framework Agreement • April 6th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
THIS ACQUISITION FRAMEWORK AGREEMENT (this “Agreement”) is entered into by and among the following parties in Suzhou, Jiangsu Province, the People’s Republic of China (the “PRC”) on May 5, 2008 (the “Execution Date”):
PYPO DIGITAL COMPANY LIMITED AS GUARANTOR IN FAVOUR OF NEDERLANDSE FINANCIERINGS – MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS BENEFICIARY CORPORATE GUARANTEECorporate Guarantee • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
PYPO DIGITAL COMPANY LIMITED (the “Guarantor”) a company incorporated and existing under the laws of the Cayman Islands (Reg. no. CI-196422) having its registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands;
EQUITY PLEDGE AGREEMENT given by PYPO HOLDINGS (BK) COMPANY LIMITED AS PLEDGOR to NEDERLAND SE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS PLEDGEE in respect of the equity interests of BEIJING PYPO TECHNOLOGY GROUP COMPANY LIMITEDEquity Pledge Agreement • March 9th, 2009 • MK Arizona Corp. • Wholesale-electronic parts & equipment, nec
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • July 9th, 2010 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec
In order to guarantee Party B’s creditor’s rights in connection with trust loans to Shanghai Xinmeng Investment Company Limited (“Shanghai Xinmeng”) under the “Financing Agreement” (“Master Contract”), contract No. P2007M 33AJX0002-TR17, between Party B and Shanghai Xinmeng, Party A pledges its 100% equity interest (“Pledged Equity”) in Jiangsu Pypo Technology Co. Ltd. (“Jiangsu Pypo”) to Party B, and provides pledge guarantee for Shanghai Xinmeng’s repayment obligations to Party B under the Master Contract, and Party B agrees to accept the pledge guarantee provided by Party A.
AMENDED AND RESTATED CLASS B WARRANT AGREEMENTClass B Warrant Agreement • December 2nd, 2009 • Funtalk China Holdings LTD • Wholesale-electronic parts & equipment, nec • New York
Agreement (this “Agreement”) made as of July 9, 2009 between Pypo China Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at Continental Stock Transfer & Trust Company, 17 Battery Place, 8th floor, New York NY, 10004 (the “Warrant Agent”).
Beijing Leyu Shiji Telecommunications Equipment Retail Chain Co., Ltd. (the “Acquirer”) AND Suzhou Industrial Park Pengjing Kunxiang Technology Co., Ltd. (the “Transferor”) Equity Interest Transfer Framework Agreement ABOUT Jiangsu Guanzhilin Mobile...Equity Interest Transfer Framework Agreement • September 17th, 2009 • Pypo China Holdings LTD • Wholesale-electronic parts & equipment, nec
THIS EQUITY INTEREST TRANSFER FRAMEWORK AGREEMENT (this “Agreement”) is entered into by the parties below as of September 11, 2009 (“Execution Date”):
