DEPOSIT AGREEMENT by and among GDC TECHNOLOGY 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...Deposit Agreement • June 12th, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • New York
DEPOSIT AGREEMENT, dated as of [·] 2013, by and among (i) GDC Technology Limited, an exempted company incorporated in the Cayman Islands, with its principal executive office at Unit 1-7, 20/F, Kodak House II, 39 Healthy Street East, North Point, Hong Kong, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between GDC Technology Limited, a company incorporated in the Cayman Islands, (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • May 31st, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • Hong Kong
This Intellectual Property License Agreement (the “Agreement”), dated September 6, 2011 (the “Effective Date”), is made by and between Global Digital Creations Holdings Limited, a Bermuda corporation (hereinafter referred to as “Licensor”), and GDC Technology Limited, a British Virgin Islands corporation (hereinafter referred to as “Licensee”).
NAME] [ADDRESS] Dear [NAME], Engagement Agreement for the Appointment of [POSITION] (“Agreement”)Engagement Agreement • May 22nd, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • Hong Kong
This letter summarizes the terms under which we would like to formally offer you the position of [POSITION] and to perform your duty at GDC Technology Limited (the “Company”). The commencement date will be on [DATE] (“Commencement Date”).
REGISTRATION RIGHTS AGREEMENT in relation to GDC TECHNOLOGY LIMITED (a company incorporated in the Cayman Islands) DATED 21 MAY, 2013 GDC TECHNOLOGY LIMITED AND CAG DIGITAL INVESTMENT HOLDINGS LIMITED AND GDC HOLDINGS LIMITED AND HUAYI BROTHERS...Registration Rights Agreement • May 22nd, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • Hong Kong
AmendmentIntellectual Property License Agreement • May 31st, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • Hong Kong
Reference is made to the Intellectual Property License Agreement entered into by and between Global Digital Creations Holdings Limited, a Bermuda corporation (the “Licensor”) and GDC Technology Limited, a British Virgin Islands corporation (the “Licensee”) on 6 September 2011 (the “Agreement”). All defined terms shall have the meaning ascribed to them in the Agreement unless otherwise defined herein. This amendment to the Agreement (this “Amendment”) is made this 30th day of May 2013 (the “Amendment Execution Date”).
THIS INDEMNITY AGREEMENT (“Indemnity”) IS MADE AND EFFECTIVE AS OF THE [*] DAY OF [*]. BETWEEN:Indemnification Agreement • February 22nd, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment
WHEREAS the Indemnified Party has, at the request of the Company agreed to act as [*] of [*], a company incorporated in [*] and a wholly-owned subsidiary of the Company (the “Subsidiary”), on the condition that the Company shall indemnify the Indemnified Party in the manner hereinafter described;
GDC TECHNOLOGY LIMITED 5,745,200 American Depositary Shares Representing 86,178,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2013 • GDC Technology LTD • Radio & tv broadcasting & communications equipment • New York
GDC Technology Limited, an exempted Cayman Islands company (the “Company”) proposes to sell an aggregate of 5,745,200 American depositary shares (the “Firm ADSs”), each representing 15 of the Company’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”). In addition, the Company grants to the underwriters (the “Underwriters” and each, an “Underwriter”) named in Schedule I attached to this agreement (this “Agreement”) options to purchase up to an aggregate of 861,780 additional ADSs on the terms set forth in Section 2 (the “Option ADSs”). The Firm ADSs and the Option ADSs, if purchased, are hereinafter collectively called the “ADSs.” This Agreement is to confirm the agreement concerning the purchase of the ADSs from the Company by the Underwriters.
