AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • December 31st, 2018 • YY Inc. • Services-computer processing & data preparation • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of May 21, 2018, by and among (i) YY INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
DEPOSIT AGREEMENT by and among 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 of November 20, 2012Deposit Agreement • March 6th, 2013 • YY Inc. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of November 20, 2012, by and among (i) YY Inc., a company incorporated in the Cayman Islands, with its principal executive office at Building 3-08, Yangcheng Creative Industry Zone, No. 309 Huangpu Avenue Middle Tianhe District, Guangzhou 510655, People’s Republic of China, and its successors (the “Company”), (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, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERSIndemnification Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between YY Inc., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.
EMPLOYMENT AGREEMENT (FORM)Employment Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between YY Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ), an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Exclusive Service AgreementExclusive Service Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
This Exclusive Service Agreement (this “Agreement”) is made and entered into by and between the following parties on December 9, 2020:
Exclusive Option AgreementExclusive Option Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
without violating the PRC Laws, and the WFOE intends to subscribe such increased capital by itself or other entities and/or individuals appointed by it.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “ Agreement ”), dated July 31, 2019, is made in Guangzhou, the People’s Republic of China (the “ PRC ”), by and between:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
SERIES B-2 PREFERRED SHARE SUBSCRIPTION AGREEMENTSeries B-2 Preferred Share Subscription Agreement • April 26th, 2018 • YY Inc. • Services-computer processing & data preparation • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
Partner Voting Rights Proxy AgreementPartner Voting Rights Proxy Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
PARTNERSHIP INTEREST PLEDGE AGREEMENTPartnership Interest Pledge Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
Exclusive Option AgreementExclusive Option Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
Shareholder Voting Rights Proxy AgreementShareholder Voting Rights Proxy Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation
YY INC. AND CITICORP INTERNATIONAL LIMITED, as Trustee INDENTURE Dated as of June 24, 2019 1.375% Convertible Senior Notes due 2026Indenture • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of June 24, 2019 between YY INC., a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and CITICORP INTERNATIONAL LIMITED, a private company limited by shares incorporated in Hong Kong, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Exclusive Assets Purchase AgreementExclusive Assets Purchase Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation
This Exclusive Assets Purchase Agreement (this “Agreement ”), dated July 31, 2019, is made in Guangzhou, the People’s Republic of China (the “ PRC ”), by and between:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation • Beijing
This Equity Interest Pledge Agreement (this “Contract”), dated July 1, 2011, is made in the People’s Republic of China (the “PRC”), by and between:
Shareholder Voting Rights Proxy AgreementShareholder Voting Rights Proxy Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation
Exclusive Assets Purchase AgreementExclusive Assets Purchase Agreement • April 28th, 2016 • YY Inc. • Services-computer processing & data preparation
This Exclusive Assets Purchase Agreement (this “Agreement”), dated 25 August, 2015, is made in Beijing, the People’s Republic of China (the “PRC”), by and between:
SHARE TRANSFER AGREEMENTShare Transfer Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation • New York
This SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of April 3, 2020 is entered into by and between (i) JOYY Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Selling Shareholder”) and (ii) Linen Investment Limited, an exempted company incorporated with limited liability under the Laws of the British Virgin Islands (the “Purchaser”). The Selling Shareholder and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation • Hong Kong
Exclusive Technology Support and Technology Service AgreementExclusive Technology Support and Technology Service Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation
This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is executed by the following parties on August 12, 2008 in Beijing:
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT by and between BAIDU (HONG KONG) LIMITED MOON SPV LIMITED JOYY INC. FUNSTAGE TECHNOLOGY LTD. TOPSTAGE TECHNOLOGY LTD. RUNDERFO INC. AND SOLELY FOR THE PURPOSES OF Section 4.3, Section 5.4, Section 6.3,...Share Purchase Agreement • April 28th, 2021 • JOYY Inc. • Services-computer processing & data preparation • Hong Kong
THIS SHARE PURCHASE AGREEMENT (as amended, restated, supplemented or modified through the date hereof, this “Agreement”) was originally entered into on November 16, 2020 and is amended and restated on this February 7, 2021
Exclusive Option AgreementExclusive Option Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation
This Exclusive Option Agreement (this “ Agreement ”), dated July 31, 2019, is made in Guangzhou, the People’s Republic of China (the “ PRC ”), by and between:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 26th, 2019 • YY Inc. • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 17, 2017 in Guangzhou, the People’s Republic of China (“ China ” or the “ PRC ”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 27th, 2020 • JOYY Inc. • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on July 31, 2019 in Guangzhou, the People’s Republic of China (“ China ” or the “ PRC ”).
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2019 • YY Inc. • Services-computer processing & data preparation
This Exclusive Option Agreement (this “ Agreement ”), dated January 17, 2017, is made in Guangzhou, the People’s Republic of China (the “ PRC ”), by and between:
Exclusive Option AgreementExclusive Option Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) dated September 16, 2011, is made in Beijing, the People’s Republic of China (the “PRC”), by and among:
ContractUnderwriting Agreement • November 16th, 2012 • YY Inc. • Services-computer processing & data preparation • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of , 2012, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of American depositary shares issued by the Depositary. Each ADS will initially represent the right to receive 20 Common Shares deposited pursuant to the Deposit Agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation • Hong Kong
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the parties hereby agree as follows:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • April 26th, 2018 • YY Inc. • Services-computer processing & data preparation • Hong Kong
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on March 8, 2018 (the “Signing Date”), by and among:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on December 3, 2009 in Beijing, the People’s Republic of China (“China” or the “PRC”).
SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENTSeries a Preferred Share Subscription Agreement • April 26th, 2018 • YY Inc. • Services-computer processing & data preparation • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
Shareholder Voting Rights Proxy AgreementShareholder Voting Rights Proxy Agreement • April 26th, 2019 • YY Inc. • Services-computer processing & data preparation
This Shareholder Voting Rights Proxy Agreement (this “Agreement”) dated January 17, 2017, is made in Guangzhou, the People’s Republic of China (the “PRC”), by and among:
Joint Filing AgreementJoint Filing Agreement • February 8th, 2017 • YY Inc. • Services-computer processing & data preparation
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 $0.0001 per share, of China Online Education Group, a Cayman Islands exempted 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.
Confirmation LetterExclusive Technology Support and Technology Services Agreement • October 15th, 2012 • YY Inc. • Services-computer processing & data preparation
Duowan Entertainment Information Technology (Beijing) Company (“Beijing Duowan”) and Beijing Tuda Science and Technology Company Limited (“Beijing Tuda”) have entered into an Exclusive Technology Support and Technology Services Agreement (the “Original Agreement”) on December 3, 2009. According to Section 2 of the Original Agreement, both parties confirm the fee rate and payment of services as follows:
