EXHIBIT 4.37
LICENSE NO.:TVPH04-2008
[Translated from the original Chinese version]
SHANGHAI STOCK EXCHANGE AFTER-HOURS
TRADING DATA AND STATISTICS
LICENSE AGREEMENT
Party A: SSE INFONET LTD.
Address: Xx.000, Xxxxxx Xxx Xx, Xxxxxxxx
Party B: Fortune Software (Beijing) Co. Ltd.
Address: Floor 0, Xxxxx X, Xxxxxxxxx Xxxxxx, Xx. 00 Xxxxxxxxx Xxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
Whereas:
Party A hereto is an organization fully authorized by the Shanghai Stock
Exchange to distribute stock information of the Shanghai Stock Exchange; Party B
is an information management company willing to pay for the distribution of
stock information of the Shanghai Stock Exchange at cost.
Through friendly consultation, both parties hereby enter into this
agreement with respect to Party A granting to Party B the license to distribute
the Shanghai Stock Exchange TopView After-Hours Trading Data and Statistics.
LICENSE NO.:TVPH04-2008
ARTICLE 1. DEFINITIONS
1. "SSE" means the Shanghai Stock Exchange.
2. "SSE TopView" means the brand used by Party A for its static
information products.
3. "After-Hours Trading Data and Statistics" means the information
product developed by SSE based on After-Hours analysis of real trade
data on the stock market in accordance with the Securities Law of the
Peoples Republic of China and relevant regulations promulgated by
China Securities and Regulatory Commission and SSE.
4. "License for After-Hours Trading Data and Statistics " (hereinafter
referred to as the "License") means the certifying documents issued by
Party A to Party B, authorizing Party B to distribute After-Hours
Trading Data and Statistics within a limited scope and term, and in
certain ways.
5. "Terminal Users" means the end users who receive and use value-added
products developed by Party B based on After-Hours Trading Data and
Statistics, or special customers who directly receive After-Hours
Trading Data and Statistics through Party B.
6. "User Charge" means the charge by Party A to Party B for After-Hours
Trading Data and Statistics according to Appendix I-A or B attached
hereto.
7. "End Users" means the end users who can only use After-Hours Trading
Data and Statistics or Party B Products on their own, but cannot
provide the foregoing (including derivatives developed based on Party
B Products or After-Hours Trading Data and Statistics) to any third
party by any means (including without limitation, re-license,
transfer, assign, distribute, duplicate, or spread, etc.).
8. "Party B Products" means value-added products developed by Party B
based on After-Hours Trading Data and Statistics
ARTICLE 2. RECEIVING INFORMATION
1. Party B shall receive After-Hours Trading Data and Statistics with the
receiving methods approved by Party A in writing. If Party B's
receiving methods fail to get approval from Party A, Party A is
entitled to refuse to transmit After-Hours Trading Data and Statistics
to Party B.
2. If Party B encounters technical problems while receiving After-Hours
Trading Data and Statistics, it may contact Party A on a timely basis,
and Party A shall assist in solving the problems to enable Party B to
obtain After-Hours Trading Data and Statistics in a customary fashion.
3. Party A has the right to change the transmitting method, but shall
notify Party B in writing one month in advance of such change.
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4. Regardless of the reason for terminating the transmitting and
receiving relations by both parties, in the event of such termination,
each party shall return the relevant equipment provided by the other
party in good and intact conditions.
ARTICLE 3. MANAGEMENT OF INFORMATION
1. Party A agrees that Party B may operate the business in a manner that
is within the scope and purposes as specified in Appendix I (License)
hereto, and within the term of the License (the License shall be
deemed becoming invalid upon the expiration or revocation of the
License by Party A in accordance with this agreement).
2. Party B agrees to be bound by the following terms and conditions:
(1) covenants to manage After-Hours Trading Data and Statistics
in accordance with this agreement (including the Appendices
thereto).
(2) covenants not to provide all or any part of After-Hours
Trading Data and Statistics to any entities or individuals
not specified in the License, or use such information in
other aspects or purposes, without written approval of Party
A.
(3) Before transmitting After-Hours Trading Data and Statistics
or providing Party B Products to users, Party B shall enter
into binding agreements with its users which shall
expressively specify the rights and obligations of the
contracting parties and set forth the following provisions:
(A) all intellectual rights with respect to After-Hours
Trading Data and Statistics belong to SSE and Party A; (B)
SSE and Party A shall bear no liability with respect to the
completeness, timeliness, or accuracy of the information
provided.
(4) Party B shall enter into agreements with special users (the
special users are End Users permitted by Party A in advance
to utilize to After-Hours Trading Data and Statistics, and
such End Users shall be entities not individuals) specified
under the item "Usage" on the License before transmitting
After-Hours Trading Data and Statistics to such special
users. Such agreements shall contain provisions requiring
such special user to protect the intellectual property
rights relating to After-Hours Trading Data and Statistics,
including without limitation, requiring such special user
not to distribute, spread, transfer or develop derivatives
of After-Hours Trading Data and Statistics in any direct or
indirect way, or allow other persons to duplicate,
distribute, spread, edit, transfer or develop derivatives of
After-Hours Trading Data and Statistics in any direct or
indirect way.
(5) Party B shall be responsible for supervising the special
users' utilization of After-Hours Trading Data and
Statistics. If Party B discovers any violation of the above
Item 2(4) of this Article, which is regarded as the
infringement on Party A's intellectual property rights by
such special user, Party B shall immediately report to Party
A and request such special user to stop the infringement
immediately. In the meanwhile, Party B shall be responsible
for retrieving the benefits such special user gained from
the infringement and transfer such benefits to Party A
(which shall not preclude the right of Party A to directly
retrieve such benefits from the special user). If such
special user
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does not stop infringement within the time limit set by
Party A, Party B shall immediately suspend transmitting
After-Hours Trading Data and Statistics to such special user
until Party A acknowledges that such special user has
corrected its wrong doing and allows Party B to transmit
After-Hours Trading Data and Statistics to such special
user.
(6) covenants not to use all or part of After-Hours Trading Data
and Statistics for any illegal purpose, or to provide such
information to a third party to be used for any illegal
purpose.
(7) covenants to respect the value of After-Hours Trading Data
and Statistics, and to take no unfair competitive measures
to manage relevant information such as low-price dumping,
sale under cost, etc.
(8) Party B covenants to provide complete, accurate and timely
After-Hours Trading Data and Statistics to its special
users; if omissions, errors, or delays occur, it shall
promptly remedy such problems and report to Party A, orally
and in writing.
(9) Upon the occurrence of disruption of After-Hours Trading
Data and Statistics transmitted by Party A to Party B for
any reason, or the disruption of the provision of
After-Hours Trading Data and Statistics or Party B Products
by Party B to its users for any other reasons, Party B shall
make an announcement upon Party A's approval through a media
outlet named by Party A in accordance with Party A's
requirements, within the time specified by Party A, and
shall bear and deal with all the subsequent matters. A
sample of the announcement is attached as Appendix III
hereto.
(10) Without written approval from Party A, Party B shall not
enter into a sub-license or re-license of After-Hours
Trading Data and Statistics License issued by Party A, and
shall not sell or purchase such license.
(11) Without Party A's written approval otherwise, all users of
Party B shall only be End Users.
ARTICLE 4. EXPENSES
Party B agrees to pay the expenses to Party A in accordance with Appendix
I-A "Expense Payment Agreement".
ARTICLE 5. INTELLECTUAL PROPERTY AND PROTECTION
1. SSE and Party A have the rights of After-Hours Trading Data and
Statistics specified herein and in the License; without Party A's
written approval, any organizations or individuals (including Party B,
its directors, supervisors, managers or staffs, etc.) shall not save
or permanently use After-Hours Trading Data and Statistics (including
but not limited to copy, translate, distribute, edit, transfer,
license others to use or develop derivatives in any direct or indirect
way, etc.).
2. Party B shall get written approval from Party A before providing test
result or announced After-Hours Trading Data and Statistics by Party B
to any third party. If Party B provides such information to any third
party without Party A's written
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approval, upon Party A's warning letter, Party B shall cease such
provision; in the event Party B ignores such warning letter and fails
to stop such provision by the following day after Party A sends such
warning letter, Party A may suspend provision of After-Hours Trading
Data and Statistics to Party B directly without bearing any
liabilities.
3. Any Party B Products shall be announced (including but not limited to
providing to a third party) or updated to the public only after
submitting an announcement or an updating application and other
relevant materials to Party A and getting Party A's written approval.
Party B shall warrant that the application and materials are true,
accurate and complete. Without Party A's written approval, Party B
shall not announce or update any Party B Products to the public.
4. Party B shall accept and cooperate in the regular or irregular
technical inspection of Party B Products by Party A or a third party
entrusted by Party A. During the term of the agreement, if any Party B
Products have serious problems such as a security problem, including
but not limited to difficulty of user certification, susceptibility of
data being stolen, systems vulnerability, or nonconformity of products
to materials submitted to Party A, Party B shall make corrections
within the specified time, according to Party A's requirements, after
receiving Party A's written notice.
5. Party B warrants to only use display data provided by Party A for
demonstration of relevant products or services to clients. Without
written approval of Party A, Party B shall not provide trials of the
relevant products to any third party.
6. Party B shall note on the interface of its users' terminals that the
source of After-Hours Trading Data and Statistics is Party A, and the
name, number and term of the license certificate issued.
7. During the data processing of Party B Products , Party B shall
prohibit the users saving After-Hours Trading Data and Statistics and
files on the users' terminals to prevent effectively the occurrence of
the data being transferred or duplicated. Party B shall warrant all or
part of After-Hours Trading Data and Statistics will be not be
misappropriated though Party B Products.
8. As to advertising or public statements of Party B:
(1) for any relevant text with "SSE", "SSE Infonet Ltd.", "SSE
TopView", "After-Hours Trading Data and Statistics" or any
introduction to the content of After-Hours Trading Data and
Statistics, Party B shall complete the Approval Letter (in
accordance with the form attached hereto as Appendix IV) for
relevant advertisements or pamphlets and submit it to Party
A for approval, at least one working day in advance. Such
advertisements and pamphlets shall only be used upon Party
A's written approval. Party B shall not use the name, brand,
logo (including but not limited to text, patterns or marks,
etc.) of SSE or Party A without getting written approval
from Party A.
(2) public statements regarding the License obtained by Party B
shall note the number, validity, purposes and scope of the
License.
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(3) if the License is expired and not extended, or is revoked by
Party A, Party B shall not continue to make public
statements that After-Hours Trading Data and Statistics are
sourced from Party A, and shall not include any information
from the former License on the interface of its terminals.
9. Party B agrees to accept and cooperate with Party A in the supervision
of the relevant operations by Party A:
(1) Before the Party B Products are available online, Party B
shall give Party A the access to sales statistics of
After-Hours Trading Data and Statistics and value-added
products for the convenience of Party A to supervise and
examine the sales performance of Party B's distributors from
time to time.
(2) Party B shall submit the statistical reports on the users of
After-Hours Trading Data and Statistics and Party B Products
on a regular basis to Party A, in accordance with Appendix
II of this agreement, "Supervision and Management of
Information", and warrant that the data submitted shall be
true, complete and accurate.
(3) Party B shall keep the original material of its users and
charges for three (3) years, and warrant that the aforesaid
materials shall be complete and accurate.
(4) Party B shall accept and cooperate with Party A or a third
Party entrusted by Party A to make inspections of Party B's
income derived from the management of After-Hours Trading
Data and Statistics and Party B Products and users of the
foregoing (including Party may entrust of relevant personnel
to audit the income derived from After-Hours Trading Data
and Statistics and Party B Products.) If Party A discovers
any cover-up, or omitted or discounted reports of sales
volume of Party B, Party B shall not only make up such
covered-up, omitted or discounted portion of revenue but
also pay to Party A in the amount of ten (10) times of the
foregoing as the defaulting fine. In addition, Party A is
entitled to ask Party B to bear all reasonable expenses
incurred from the inspection (including auditing fees,
travel fees, etc.) and ask Party B to make corrections in a
limited time period.
10. Party B shall be responsible for supervising its users to comply with
the Item 2 (3) and (4) of Article 3 hereof.
ARTICLE 6. DISCLAIMERS
1. SSE and Party A shall bear no liability for completeness, timeliness,
or accuracy of the information provided (including but not limited to
After-Hours Trading Data and Statistics).
2. Party B agrees that SSE and Party A bear no liability for abnormal
information results or abnormal information transmission for whatever
reasons.
3. Party B undertakes that it will always avoid and eliminate factors
which may have an adverse effect on SSE and Party A, such as omission,
mistakes, losses, delay and intermissions of information, and that it
will protect SSE and Party A from economic
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and credit losses, and shall not claim compensations from SSE or Party
A for aforesaid reasons in connection herewith.
4. SSE and Party A shall bear no liability for any business risks Party B
may take, or resulting from the management of After-Hours Trading Data
and Statistics
5. SSE and Party A shall bear no liability for any risks Party B or its
users may take, or resulting from investments based on After-Hours
Trading Data and Statistics.
ARTICLE 7. LIABILITY FOR BREACH OF AGREEMENT
1. If Party B breaches the agreement, and fails to remedy such breach
within the specified term stated in the written notice and requiring
corrections requested by Party A, Party A is entitled to cancel the
agreement, and revoke the License. Meanwhile, Party B shall pay any
applicable penalty and compensation to Party A in accordance with the
agreement, in addition to all payable expenses as stated herein. Party
B bears all other liabilities and consequences incurred from such
default.
2. If Party B breaches Item 2 (2) and (10) of Article 3, Party B shall
transfer to Party A the earnings from such breach, and shall pay any
applicable defaulting fine to Party A (which shall be equivalent to
twice the earnings from the breach); meanwhile, Party B shall take
prompt and effective measures to terminate such breach.
3. If Party B breaches the covenants as set forth in Item 2 (4) and (5)
of Article 3, the loss of Party A caused by the infringement of such
customers shall be bore by Party B.
4. If Party B fails to pay for the relevant expenses in accordance with
the time stated herein, Party B shall pay 0.3% of all past due
payments per day as the defaulting fine (calculated from the due
date). If Party B fails to pay after Party A's call, Party A shall be
entitled to cancel this agreement, revoke the License, and cease to
provide After-Hours Trading Data and Statistics to Party B. Meanwhile,
Party B shall pay a defaulting fine to Party A, equivalent to twice of
past due payments, and compensate Party A for other losses incurred
from such default.
5. Except for liabilities due to breaches of this agreement set forth
above in the above item 2, 3, and 4 of this Article and Item 9(4) of
Article 5 hereof, if Party B fails to perform other terms herein,
Party B shall pay a defaulting fine to Party A (equivalent to twice
the amount of the monthly base fee stated in Appendix I-A "Payment
Agreement"); if there are any losses of Party A as a result of such
breach, Party B shall compensate Party A for all losses.
6. Once Party A discovers that Party B breaches Item 7 of Article 5
hereof, Party A shall be entitled to stop transmitting After-Hours
Trading Data and Statistics to Party B immediately and Party A shall
bear no liabilities for such termination. However, Party B shall bear
all the loss and liabilities resulting from such breach. .
ARTICLE 8. EFFECTIVENESS, AMENDMENT AND TERMINATION OF THE AGREEMENT
1. This agreement shall be effective when signed and stamped by a legal
representative or an authorized representative of both parties. The
term of this agreement is three (3) years. If for six (6) consecutive
months, the aggregate amount of revenue to be
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LICENSE NO.:TVPH04-2008
distributed to Party A, which is derived from the sales revenue of
Party B is not higher than the aggregate amount of base fees payable
to Party A for such six months (see Item 1 of Article 2 of the
Appendix I-A attached hereto for details on the base fees), Party A is
entitled to terminate this agreement and revoke the License at any
time.
2. Any provisions herein shall only be modified with written approval
from both parties; any modified provisions confirmed in written form
shall be deemed to be an integral part of the agreement. The License
shall be changed in the event of major modification.
3. Upon the expiration of Appendix I hereto, Appendix I-A shall also be
terminated. Party B may make a written application to Party A for an
extension or change of the license thirty (30) business days prior to
the expiration of the License. Upon the approval of Party A, both
parties may extend Appendix I-A. Upon the extension of the aforesaid
Appendix I-A and Party B's payment specified in Appendix I-A, Party A
will issue a new term License to Party B, and the agreement will also
extend in accordance with the valid term specified in the new license.
Both parties shall perform all rights and obligations in accordance
with this agreement, as modified by additional content agreed upon by
both parties.
4. If this agreement expires or Party A does not give approval for the
renewal of the license, Party A will cease to provide After-Hours
Trading Data and Statistics to Party B, and Party B shall not continue
to manage After-Hours Trading Data and Statistics.
5. Upon the termination of this agreement, Party B shall pay all expenses
to Party A in accordance with this agreement (including but not
limited to the expenses which are due but Party B has failed to pay,
any defaulting fine, compensations, or payable expenses which are not
yet due) within ten (10) business days prior to the termination of the
agreement. If Party B fails to make a payment in time, Party B shall
pay 0.3% of the payable expenses per day as a defaulting fine to Party
A, after the due date.
6. Articles 5, 6 and 7 herein will not become invalid even if the
remaining sections herein are found to be invalid, or this agreement
is terminated.
ARTICLE 9. DISPUTE RESOLUTION
Any dispute that arises from the performance of this agreement or in
connection herewith, shall be settled though friendly consultation by both
parties; if the dispute is not settled through friendly consultation, both
parties agree to submit the dispute to People's Court at the place of Party A
for settlement. All reasonable expenses of either party, including attorneys'
fees, auditing fees, travel fees, etc, shall be borne by the losing party.
ARTICLE 10. APPENDIX TO THE AGREEMENT
The appendices included hereto have the same legal force as this agreement.
Appendices include the following documents and other documents signed during the
performance of the agreement:
Appendix I: After-Hours Trading Data and Statistics License Certificate;
Appendix I-A: Expense Payment Agreement;
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Appendix I --B: Pricing Scheme for TopView After-Hours Trading Data and
Statistics
Appendix II: Agreement on Supervision and Management of Information
Operation;
Appendix III: Announcement (Sample);
Appendix IV: Approval Letter for Relevant Advertisements or Pamphlets
(Sample)
ARTICLE 11. MISCELLANEOUS
1. This agreement is governed by laws and regulations of PRC (excluding
Hong Kong, Macau, and Taiwan), regulations of China Securities
Regulatory Commission and the rules of SSE. If any change in relevant
regulations occurs, the relevant provisions herein are changed
accordingly without conditions.
2. Notices or documents issued by both parties may be delivered by hand,
post or in other ways. The addresses of the addressees are as
indicated herein.
3. Notices or documents shall be deemed to have been effectively given as
of the following dates:
(1) if delivered by hand, the served date shall be the signed
date on the receipt.
(2) if delivered by post, the served date shall be the date
noted on the return of service.
4. Contact Information:
(1) Party A: SSE Infonet Ltd.
Address: Building 00, Xxxxxx, Xx. 000, Xxxxxx Xxx Xx,
Xxxxxxxx, Xxxxx 200120
(2) Party B: Fortune Software (Beijing) Co. Ltd.
Address: Floor 0, Xxxxx X, Xxxxxxxxx Xxxxxx, Xx. 00
Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
Attn: Xx Xxxxxxx
Tel: 000-00000000
5. Upon the effectiveness of this agreement, this agreement shall
supersede all previous relevant agreements by both parties on TopView
license, including but not limited to any written or oral agreements,
contracts, consultations, representations, plans, and appendices, etc.
6. All the headings herein are for the convenience of reading, and shall
not affect the interpretation and meaning of the agreement.
7. This agreement is executed in four (4) originals. Each party holds two
(2) originals. Each original has equal legal effect.
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LICENSE NO.:TVPH04-2008
PARTY A: SSE INFONET LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
PARTY B: FORTUNE SOFTWARE (BEIJING ) CO. LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
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APPENDIX I:
SSE TOPVIEW AFTER-HOURS TRADING DATA AND STATISTICS
LICENSE CERTIFICATE
License No.: TVPH04-2008
NAME OF LICENSEE: Fortune Software (Beijing ) Co. Ltd.
ADDRESS OF LICENSEE: Floor 0, Xxxxx X, Xxxxxxxxx Xxxxxx, Xx. 00 Xxxxxxxxx Xxxxxx
LEGAL REPRESENTATIVE OF LICENSEE: Xxxx Xxxxxx
LICENSED PRODUCT INFORMATION: After-Hours Trading Data and Statistics
PURPOSE:
(1) May utilize the licensed information product to develop value-added
products and transmit such value-added products to End Users through
internet; the End Users may utilize such value-added products through
special terminals and display software, but cannot receive all or part
of the information product licensed by this certificate through any
method;
(2) May transmit the licensed information product to special users
recognized by the Licensor as well as utilize the licensed information
product to provide to special users value-added development services.
Special users refer to those End Users permitted by the Licensor to
use After-Hours Trading Data and Statistics in advance, who must be
entities not individuals.
SCOPE: China Mainland (excluding Hong Kong, Macau, and Taiwan)
TERM: from January 1, 2008 to December 31, 2008
DATE OF ISSUE: January 1, 2008
LICENSOR: SSE Infonet Ltd.
Appendix I --A and B attached hereto:
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APPENDIX I- A.
EXPENSE PAYMENT AGREEMENT TO LICENSE (No: TVPH04-2008)
I. User Charge shall be calculated as follows:
1. The price of products sold to entity users shall be determined by
both parties through consultations. Party B shall submit the
price of products for Party A's approval prior to applying such
prices. Party A and Party B shall distribute the sales revenues
according to this agreement, the details of the distribution
scheme is set forth in Appedix I-B, "Pricing Schemen of TopView
After-Hours Trading Data and Statistics" attached hereto.
2. The User Charge shall be calculated on a monthly basis.
II. Party B shall pay Party A User Charge calculated as follows:
After Party B obtains the License, it shall pay Party A User Charge on
monthly basis. The base fee for each month shall be RMB 800,000 ("Base
Fee"). If the monthly User Charge calculated according to Article 1 of
this agreement exceeds the Base Fee (i.e. RMB 800,000), Party B shall
pay Party A the actually incurred User Charge of such month, otherwise
the Base Fee shall apply.
III. Payment Agreement
Party B shall remit the payment hereunder to the bank of deposit and
account designated by Party A, in accordance with the following dates and
amounts.
1. Party B shall pay the Base Fee for the current month plus the
exceeding portion of the Base Fee for the previous month before the
fifth working day of each month.
2. Bank account information of Party A:
Bank of Deposit: Shanghai Branch of China Merchants Bank
Owner of Account: SSE Infonet Ltd.
Bank Account: 00000-00000000000
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PARTY A: SSE INFONET LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
PARTY B: FORTUNE SOFTWARE (BEIJING ) CO. LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
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APPENDIX I- B.
PRICING SCHEME FOR TOPVIEW AFTER-HOURS TRADING DATA AND STATISTICS
I. TYPE OF DATA PROVIDED BY TOPVIEW
Party B may provide to users four types of data including T+1 daily data, T+2
daily data, weekly data and monthly data.
1. Daily Data:
Party B may control in its self-developed products the frequency of daily data
it provides to users. Based on different frequencies, the daily data may be
divided into two categories, i.e. T+1 and T+2.
T+1 daily data: refers to the TopView After-Hours Trading Data and Statistics of
the previous trading day reported by Party A after closing of the stock market
on T day.
T+2: refers to the TopView After-Hours Trading Data and Statistics of the day
before previous trading day reported by Party A after closing of the stock
market on T day.
2. Weekly Data: means the TopView After-Hours Trading Data and Statistics of
the current week reported by Party A after closing of the stock market of
each week.
3. Monthly Data: means the TopView After-Hours Trading Data and Statistics of
the current month reported by Party A after closing of the stock market of
each month.
II. DATA UTILIZATION AND PRICING
Party B will utilize the TopView After-Hours Trading Data and Statistics in
two forms, i.e. in the form of terminals and other forms.
1. If Party B utilizes the TopView After-Hours Trading Data and Statistics in
the form of terminals, it shall pay relevant fees to Party A as follows:
a. If only using terminals of monthly data, Party B shall pay Party A RMB
2,000 for each terminal annually;
b. If only using terminals of weekly data, Party B shall pay Party A RMB
4,000 for each terminal annually;
c. If only using terminals of T+2 daily data, Party B shall pay Party A
RMB 6,000 for each terminal annually; and
d. If only using terminals of T+1 daily data, Party B shall pay Party A
RMB 8,000 for each terminal annually.
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2. If Party B utilizes the TopView After-Hours Trading Data and Statistics in
other forms (including in the form of clicking on the search function and
only using partial data, etc.), Party B shall pay Party A 30% of sales
revenue.
III. MINIMUM FEE PAYMENT REQUEST
After settlement of accounts on a monthly basis, Party B shall pay Party A
relevant fees according to Appendix I-A and I-B, which shall not be lower than
RMB 800,000 per month ("Base Fee"), i.e., where the fees payable by Party B to
Party A is less than RMB 800,000, such Base Fee shall apply.
IV. DISCOUNT AWARDS
In order to encourage Party B to expand its business on the market, Party A
will give Party B certain discount awards with respect to fees exceeding the
Base Fee. In particular, as for the portion exceeding 0%--50% of the Base Fee,
Party A will return to Party B 5% of such exceeding portion; as for the portion
exceeding 50%--100% of the Base Fee, Party A will return to Party B 5% of such
exceeding portion; as for the portion exceeding 100% of the Base Fee, Party A
will return to Party B 15% of such exceeding portion.
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APPENDIX II:
AGREEMENT ON SUPERVISION AND INFORMATION OPERATION
1. Party B shall provide detailed data of End Users as to the real time use, in
accordance with the methods, forms and content specified by Party A.
2. Party B shall submit the Monthly Statistics Report of Users to Party A by
10:00 am of the first working day of each month, stating the detail of the use
of After-Hours Trading Data and Statistics by its End Users.
3. A Monthly Statistics Report of Users shall be submitted in written form with
Party B's signature and seal, in the following forms and content:
Monthly Statistics Report of Users
Filing Date:
1. Party B's products:
(1) aggregate entity users of previous month: _________ ; aggregate
entity users of previous year: _________ ;
(2) aggregate individual users of previous month:_________; aggregate
individual users of previous year: _________ ;
(3) aggregate special users of previous month:_________; aggregate
special users of previous year:_________. (If this item is zero,
please provide the name of the special user, amount of charges
and reasons of above users, a separate form may be attached.)
2. After-Hours Trading Data and Statistics: Aggregate entity users of
previous month:_________; aggregate entity users of previous
year:________________.
3. Total User Charge of the previous month:
Person to submit:____________
Date:___________
Company (Seal):
Notes:
Date: the form shall be yyyy/ mm. The month means the month of submission. The
statistics of End Users of all categories shall follow the methods required by
Party A.
Aggregate user number of the previous month: means the number of users who
receive information services relating to After-Hours Trading Data and Statistics
and from whom Party A receives the User Charge in accordance with the sales
price and allocation of revenue agreed to by Party A and Party B;
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LICENSE NO.:TVPH04-2008
Aggregate special user number of the previous month: means the number of special
users who receive information services relating to After-Hours Trading Data and
Statistics after obtaining prior permission of Party A for special reasons and
from whom Party A receives special User Charge in accordance with the sales
price and relevant allocation of revenue agreed to by Party A and Party B;
Total User Charge: means the total User Charges payable to Party A by Party B in
accordance with the aggregate total number of each item.
4. Contacting Information during the Performance of the Agreement
Operation Monitoring Port:
[ ] website visit link:
[ ] special terminal (including installation software package)
Financial contact:
Tel:
e-mail:
Technical contact:
Tel:
e-mail:
Emergency contact.:
Emergency call:
5. Party A is entitled to make adjustments to the abovementioned agreement based
on actual conditions.
PARTY A: SSE INFONET LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
PARTY B: FORTUNE SOFTWARE (BEIJING ) CO. LTD. (Company Seal)
Signature of Authorized Person:____________________
Date: December 26, 2007
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LICENSE NO.:TVPH04-2008
APPENDIX III:
ANNOUNCEMENT (SAMPLE)
This is to announce that, After-Hours Trading Data and Statistics provided
by _________was suspended as of ___ (time) of_____(DD/MM/ YYYY). The reason is
___________.
Fortune Software (Beijing) Co. Ltd.
Date:_______________________
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LICENSE NO.:TVPH04-2008
APPENDIX IV:
INVITATION LETTER FOR RELEVANT ADVERTISEMENTS OR PAMPHLETS
(Sample)
Subject and Purpose for Advertisement or Publicity:
--------------------------------------------------------------------------------
Distribution Channel:
[ ]Web, Website address;
[ ]Radio Station, TV, Name of the radio station, TV station or channel;
[ ]Print Media, Name of the print media and layout;
[ ]Fax;
[ ]E-mail;
[ ]Others
Contents:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution Time:
--------------------------------------------------------------------------------
Distribution Scope:
--------------------------------------------------------------------------------
Notes:
1. "Contents" shall state the places in the advertisement or pamphlets that
contain actual text or implications of "SSE", "SSE Infonet Ltd.", "After-Hours
Trading Data and Statistics", or relevant introduction to After-Hours Trading
Data and Statistics content.
2. A sample of the advertisement or pamphlet is submitted as an attachment.
Applicant (seal): Fortune Software (Beijing) Co. Ltd.
Date:_____________
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