SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 17th, 2013 • China Everbright Investment Management LTD • Services-computer programming services • Hong Kong
THIS SHARE PURCHASE AGREEMENT, dated as of May 23, 2013 (this “Agreement”), is made and entered into by and among AsiaVest Opportunities Fund IV, a limited liability company organized and existing under the laws of the Cayman Islands with its registered office at Ugland House, P.O. Box 309 Georgetown, Grand Cayman, Cayman Islands (the “Seller”), Accurate Global Limited (“Accurate Global”) and Advanced Orient Limited (“Advanced Orient”), each a limited liability company organized and existing under the laws of the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and Mr. Liu Tianwen (“Mr. Liu”) (Accurate Global, Advanced Orient and Mr. Liu each is referred to as a “Purchaser” all are collectively referred as the “Purchasers”).
FRAMEWORK AGREEMENTFramework Agreement • July 26th, 2013 • China Everbright Investment Management LTD • Services-computer programming services
THIS FRAMEWORK AGREEMENT (this “Agreement”) is made as of July 24, 2013, among ChinaAMC Capital Management Limited, a company incorporated under the laws of the Cayman Islands, having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (the “Sponsor”), Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”, Accurate and Advanced, each a company incorporated under the laws of the British Virgin Islands, each having its registered office at Offshore Incorporations Centre, P.O. Box 957 Road Town, Tortola, British Virgin Islands, together, the “Existing Shareholders”). Each of the Sponsor and the Existing Shareholders is referred to herein as a “Party” and collectively, the “Parties.”
February 28, 2014Framework Agreement Termination • March 3rd, 2014 • China Everbright Investment Management LTD • Services-computer programming services
Reference is made to the Framework Agreement (the “Framework Agreement”) dated as of July 24, 2013 by and among ChinaAMC Capital Management Limited (“ChinaAMC”) and Accurate Global Limited (“Accurate”), Advanced Orient Limited (“Advanced”) and CSOF Technology Investments Limited (“CSOF”, and together with Accurate and Advanced, the “Everbright Entities”). Capitalized terms used but not defined in this letter agreement (this “Agreement”) shall have the meanings given to such terms in the Framework Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 17th, 2013 • China Everbright Investment Management LTD • Services-computer programming services
In accordance with Rule 13d−1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0001, of the Issuer (as defined in the attached Schedule 13D), and agrees that this agreement 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.
