FORM OF INDEMNIFICATION AGREEMENT ZUOAN FASHION LIMITEDIndemnification Agreement • January 4th, 2011 • Zuoan Fashion LTD • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between Zuoan Fashion Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”).
DEPOSIT AGREEMENT by and among ZUOAN FASHION LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as...Deposit Agreement • January 4th, 2011 • Zuoan Fashion LTD • New York
DEPOSIT AGREEMENT, dated as of , 2011, by and among (i) Zuoan Fashion Limited, a company incorporated in the Cayman Islands, with its principal executive office at Rooms 213 to 215, Block 8, No. 1150 Luochuan Middle Road, Shanghai 200072, People’s Republic of China, and any successor thereto, (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, New York 10005, United States and any successor depositary hereunder, and (iii) all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
Zuoan Fashion Limited 6,900,000 American Depositary Shares Representing 27,600,000 Ordinary Shares, par value US$0.00025 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2011 • Zuoan Fashion LTD • Men's & boys' furnishgs, work clothg, & allied garments • New York
FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • January 4th, 2011 • Zuoan Fashion LTD
This Distribution Agreement is entered into by and between ZUOAN and the Distributor for appointment of the regional distributor of ZUOAN’s products. This Distribution Agreement has been entered into upon principles of equality and voluntariness after mutual consultation in accordance with the Contract Law, the Trademark Law and the Patent Law of the People’s Republic of China.
Maximum Guarantee Contract AGRICULTURAL BANK OF CHINAMaximum Guarantee Contract • January 4th, 2011 • Zuoan Fashion LTD
Whereas, Guarantor is willing to grant Maximum Guarantee for claims arising from business contracts (“Major Contracts”) that are signed by and between Creditor and Fujian ADO Cloth Manufacturing Co., Ltd. (“Borrower”) pursuant to Article 1 hereof.
MAXIMUM MORTGAGE CONTRACT (Applicable to Non-facility Credits) No.: Xing Yin Shi Di Zi No. 152008026732Maximum Mortgage Contract • January 4th, 2011 • Zuoan Fashion LTD
DATED THIS 24th DAY OF DECEMBER 2008 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and THE PERSONS NAMED IN SCHEDULE 1 as Lenders and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG as WarrantorsConvertible Loan Agreement • January 4th, 2011 • Zuoan Fashion LTD
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 4th, 2011 • Zuoan Fashion LTD • Hong Kong
FAME BRILLIANT GROUP LIMITED, a corporation incorporated under the laws of the British Virgins Islands with its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands (hereinafter referred to as the “Vendor”, which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and permitted assigns).
REAL ESTATE LEASE AGREEMENTReal Estate Lease Agreement • January 4th, 2011 • Zuoan Fashion LTD
This Lease is made by and between AIDU and ZUOAN for leasing of the right to use the land, buildings and other appurtenances attached thereto upon principles of equality, voluntariness and legality in accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on Urban Real Estate Administration, the Law of the People’s Republic of China on Land Administration and other applicable laws and regulations.
PRIVATE & CONFIDENTIAL BETWEEN FAST BOOST HOLDINGS LIMITED (Borrower) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Lender) AND FAME BRILLIANT GROUP LIMITED (Warrantor) AND HONG JINSHAN (Warrantor) AND OR SIU FONG (Warrantor) SUPPLEMENTAL AGREEMENT...Supplemental Agreement • January 4th, 2011 • Zuoan Fashion LTD
Dated 5 October 2010 The persons whose names and addresses are set out in Schedule 1 (Vendors) and Zuoan Fashion Limited (Purchaser)Share Exchange Agreement • January 4th, 2011 • Zuoan Fashion LTD
FORM OF RESTRICTED SHARE AWARD AGREEMENT ZUOAN FASHION LIMITED 2010 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • January 4th, 2011 • Zuoan Fashion LTD
THIS AGREEMENT (the “Agreement”), is made effective as of the [ ] day of [ ], 2010 (hereinafter called the “Date of Grant”), between Zuoan Fashion Limited, a corporation incorporated in the Cayman Islands (hereinafter called the “Company”), and [Grantee]/[[ ](the “Trustee”, which expression shall, wherever the context so admits, includes all persons for the time being the trustee or trustees of the Trust Deed executed by the Company and [ ] on [ ] (the “Trust Deed”)) for the benefit of the individuals set forth on the schedule attached hereto as Exhibit A (each such individual, a “Participant” and, collectively, the “Participants”)]:
SUPPLEMENTAL AGREEMENT TO REAL ESTATE TRANSFER AGREEMENT DATED JUNE 25, 2006Supplemental Agreement to Real Estate Transfer Agreement • January 4th, 2011 • Zuoan Fashion LTD
This Supplementary Agreement is entered into by and between AIDU and ZUOAN in place of the Real Estate Transfer Agreement, dated June 1, 2006, which was terminated on June 30, 2008 after mutual consultation as a result of certain provisions thereof rendered unenforceable due to the transfer of AIDU’s Land-use Right Certificate and Certificate of Title to a bank as security.
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2011 • Zuoan Fashion LTD
PRIVATE & CONFIDENTIAL 3 December 2010 BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) DEED OF CHARGE KHATTARWONG Partnership in PracticeDeed of Charge • January 4th, 2011 • Zuoan Fashion LTD
THIS DEED dated 3 December 2010 is made by FAME BRILLIANT GROUP LIMITED (Company Registration No. 1462170) a corporation incorporated under the laws of the British Virgins Islands with its registered office at PO Box 957, Offshore Incorporations Centre, Road Town, Tortola, the British Virgin Islands (the “Chargor”) IN FAVOUR OF PHILLIP VENTURES ENTERPRISE FUND 2 LTD. (Company Registration No. 200609453C), a company incorporated in Singapore with its registered address at 250 North Bridge Road, #06-00 Raffles City Tower, Singapore 179101 (the “Chargee”) (the Chargor and the Chargee shall be collectively termed, the “Parties”, and each, a “Party”).
PRIVATE & CONFIDENTIAL BETWEEN FAME BRILLIANT GROUP LIMITED (Chargor) AND PHILLIP VENTURES ENTERPRISE FUND 2 LTD (Chargee) ESCROW AGREEMENT KHATTARWONG Partnership in Practice #25-01 UOB Plaza 1, Singapore 048624 Tel: 65-6535 6844 / Fax 65-6534 4892...Escrow Agreement • January 4th, 2011 • Zuoan Fashion LTD
DATED THIS 15th DAY OF JANUARY 2010 Amongst FAST BOOST HOLDINGS LIMITED as Borrower and PHILLIP VENTURES ENTERPRISE FUND 2 LTD. as Lender and FAME BRILLIANT GROUP LIMITED HONG JINSHAN OR SIU FONG as WarrantorsConvertible Loan Agreement • January 4th, 2011 • Zuoan Fashion LTD
FORM OF MAXIMUM GUARANTEE CONTRACT Maximum Guarantee Contract CHINA CITIC BANKMaximum Guarantee Contract • January 4th, 2011 • Zuoan Fashion LTD
In order to ensure repayment of consecutive borrowings in a defined period to be conducted by Zuoan Dress Co., Ltd., Shishi (“Borrower”) in favor of Party B (“Principal Claims”), Party A is willing to grant this Maximum Guarantee (defined below).
FORM OF MAXIMUM GUARANTEE CONTRACTMaximum Guarantee Contract • January 4th, 2011 • Zuoan Fashion LTD
Important Notes: This Contract is entered into pursuant to relevant laws and regulations, on the basis of equal footing and free will. All terms hereof meet true intents of the parties hereto. In order to sufficiently protect legal rights of Guarantor, Creditor hereby reminds Guarantor of the importance of reading the terms hereof in boldface carefully, and of paying more attention to the meanings of such terms.
THIS SUPPLEMENTAL AGREEMENT is made on the 31st day of January 2011 AMONGST:-Supplemental Agreement • February 10th, 2011 • Zuoan Fashion LTD • Men's & boys' furnishgs, work clothg, & allied garments
REAL ESTATE TRANSFER AGREEMENTReal Estate Transfer Agreement • January 4th, 2011 • Zuoan Fashion LTD
This Agreement is made by and between AIDU and ZUOAN for transfer of real estate upon principles of equality, voluntariness and legality in accordance with the Law of the People’s Republic of China on Urban Real Estate Administration.
