Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment November 2016

Exhibit 4.28

Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

Termination Agreement for

Agreement for Assets Acquisition by Share Issuance and Cash Payment

November 2016

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

This agreement is made and entered into in Bao’an District, Shenzhen District China on November 2, 2016 by and between:

Shenzhen Prince New Materials Co., Ltd. (“Party A”) with its registered address at the Prince Industrial Park, the tenth Yousong Industrial Zone, Longhua Street, Bao’an District, Shenzhen, Guangdong Province and legal represented by Xxxx Xxxxxx;

Party B (composed of seven members):

Xinjiang NQ Mobile Venture Capital Investment Co., Ltd. (“Party B1”) with its registered address at Suite 202, the Comprehensive Service Building of Shenzhen-Kashi Technological Innovation Service Center, West Area of Shenzhen Industrial Park set up by Kashi Economic Development Zone, Kashi Prefecture, Xinjiang Uygur Autonomous region, and legally represented by Xu Zemin;

Xx. Xxxxxxx Xxxxxxx Xxx (“Party B2”) with the ID number of 000000000000000000 and address at Dormitory of the Teaching and Administrative Staff, Xx. 0 Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx;

Beijing Jinxin Hengrui Investment Center (Limited Partnership) (“Party B3”) with its registered address at A2328 X/00, Xxxxxxxx 0, Xx. 0 Xxxxxxxxx, Xxxx Zhongguancun Road, Haidian District, Beijing, and legally represented by Cao Da;

Xinjiang Yinghe Equity Investment Management Limited Partnership (“Party B4) with its main business address at the Development Mansion, North of Shenzhen-Kashi Ave., Kashi Economic Development Zone, Kashi Prefecture, Xinjiang Uygur Autonomous region and with Xx. Xxxxxxx Xxxxxxx Xxx as its executive partner;

Nantong Jinxinhaoyue Investment Center (LLP) (“Party B5”) with its main business address at Xxxxx 0000, Xxxxx 0, Xxxxxxxxxx X&X Xxxx, Xx. 0000, Jiangcheng Road, Sutong Technological Industrial Park, Nantong and legally represented by Cao Da;

Nantong Jinxin Huatong Equity Investment Center (Limited Partnership) (“Party B6”) with its main business address at Xxxxx 0000, Xxxxx 0, Xxxxxxxxxx X&X Xxxx, Xx. 0000, Jiangcheng Road, Sutong Technological Industrial Park, Nantong and legally represented by Xxx Xxxxxx; and

Tibet Zhuohua Capital Management Co., Ltd (“Party B7”) with its address at Dagze Industrial Park, Lhasa, Tibet and legally represented by Xxx Xxxxxx.

Whereas:

(1) Party A intends to acquire 100% equity of FL Mobile Jiutian Technology Co., Ltd. (“FL Mobile”) by means of share issuance and cash payment (hereinafter “Transaction”) and Party A and Party B signed an Agreement for Assets Acquisition by Share Issuance and Cash Payment (hereinafter “Assets Acquisition Agreement”) on August 25, 2016 to determine the matters related to the Transaction.

(2) The parties intend to terminate the assets acquisition by share issuance and cash payment and agree to terminate the Assets Acquisition Agreement dated August 28, 2016.

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

Therefore, the two parties, after friendly negotiation, agree as follows regarding the termination of the Assets Acquisition Agreement:

Article 1 As of the day when this Agreement takes effect, the two parties agree to rescind and terminate the performance of the Assets Acquisition Agreement dated August 25, 2016 which agreement will lose its effect as of that day. No outstanding debts exist between the two parties in relation to the Assets Acquisition Agreement; the two parties will not pursue the liability of the other party for breach of the Assets Acquisition Agreement by such other party, nor will either party bear any liability for such breach; there is no current or potential dispute of any kind between the two parties.

Article 2 After the Agreement takes effect, the provision of article 15 of the Assets Acquisition Agreement on confidentiality shall remain effective.

Article 3 Any dispute arising in course of performance of the Agreement shall be settled by the two parties through friendly negotiation, failing which, either party may file an action with the competent people’s court.

Article 4 The Agreement shall be formed as of its execution or chop by the two parties and shall take effect as of its approval by the board of Party A.

Article 5 The Agreement shall be in twelve originals with each party hereto holding one of them and remaining ones submitted to the relevant competent authority, all of which shall have the same legal force and effect.

(No Text Below)

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party A (Seal): Shenzhen Prince New Materials Co., Ltd.
Legal/Authorized Representative (Signature): Xxxx Xxxxxx
By:		/s/ Xxxx Xxxxxx
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B1 (Seal): Xinjiang NQ Mobile Venture Capital Investment Co., Ltd.
Legal/Authorized Representative (Signature): Xu Zemin
By:		/s/ Xu Zemin
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B2:
Xx. Xxxxxxx Xxxxxxx Xxx (Signature):
By:		/s/ Xx. Xxxxxxx Wenyong Shi
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B3 (Seal): Beijing Jinxin Hengrui Investment Center (Limited Partnership)

Delegates/Authorized Representative of the Executive Partner (Signature): Cao Da

By:		/s/ Cao Da
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B4 (Seal): Xinjiang Yinghe Equity Investment Management Limited Partnership
By:		/s/ Vincent Wenyong Shi
Name:		Vincent Wenyong Shi
Delegates/Authorized Representative of the Executive Partner (Signature):
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B5 (Seal): Nantong Jinxinhaoyue Investment Center (LLP)

Delegates/Authorized Representative of the Executive Partner (Signature): Cao Da

By:		/s/ Cao Da
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B6 (Seal): Nantong Jinxin Huatong Equity Investment Center (Limited Partnership)

Delegates/Authorized Representative of the Executive Partner (Signature): Xxx Xxxxxx

By:		/s/ Xxx Xxxxxx
Date:

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Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment

(No Text Below and for Signature and Chop of the Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment)

Party B7 (Seal): Tibet Zhuohua Capital Management Co., Ltd
Legal/Authorized Representative (Signature): Xxx Xxxxxx
By:		/s/ Xxx Xxxxxx
Date:

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