To: HUYA INC. (the “Company”) Building A3, E-Park Panyu District, Guangzhou 511446 People’s Republic of China Attn: Catherine Liu Re: Transfer restrictions
Exhibit 3
Execution Version
PRIVATE AND CONFIDENTIAL
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JOYY INC. (“JOYY”) |
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Building X-0, Xxxxx Xxxxx xx Xxxxx Xxxxx, Xx. 00 Wanbo 2nd Road, |
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Panyu District, Guangzhou 511442 The People’s Republic of China Attn: Bing Jin |
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ALL WORTH LIMITED (“Allworth”) |
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ORIENTAL LUCK INTERNATIONAL |
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LIMITED (“Oriental Luck”, together with Allworth, the “Dong SPYs”) |
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Xxxxxxxx X0, X-Xxxx |
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000 Xxxxx Xxxx |
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Panyu District, Guangzhou 511446 |
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People’s Republic of China Attn: Xxxxxxx Xxxx (“Xx. Xxxx”) |
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LINEN INVESTMENT LIMITED |
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Tencent Binhai Towers |
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Xx.00 Xxxxxxx 0xx Xxxx, Xxxxxxx Xxxxxxxx Xxxxxxxx, P. R. China 518054 |
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Attn: Mergers and Acquisitions Department |
To: HUYA INC. (the “Company”)
Xxxxxxxx X0, X-Xxxx
000 Xxxxx Xxxx
Panyu District, Guangzhou 511446
People’s Republic of China
Attn: Xxxxxxxxx Xxx
Re: Transfer restrictions
April 3, 2020
Dear Sirs,
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1. |
Reference is made to the Shareholders Agreement (as amended, restated or otherwise modified from time to time, the “SHA”) by and among JOYY, Xx. Xxxx, the Dong SPVs, Tencent, the Company, and certain other investors dated March 8, 2018. All capitalized terms used but not otherwise defined in this letter agreement shall have the same meaning attributed to such term in the SHA. |
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(a) |
for so long as Tencent and its Affiliates hold 95% of the Series B Preferred Shares Tencent acquired at the Closing (taking into account Equity Securities issued upon conversion thereof), Tencent shall have a veto right on any proposed transaction that would constitute a Deemed Liquidation Event with, issuance and sale of any Equity Securities of any Group Company by such Group Company to, and sale by JOYY, the Dong SPVs of any Equity Securities of any Group Company to any of the persons listed in the schedule attached hereto; and |
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(b) |
The Transfer restrictions under this letter agreement shall only apply to privately negotiated transactions and shall in no event restrict the parties’ ability to conduct such transactions in the public market. |
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3. |
Each of the signatories to this letter agreement hereby acknowledges and agrees to the contents of this letter agreement. |
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4. |
This letter agreement may be executed in any number of counterparts (including by electronic communications), each of which shall be an original, but all of which together shall constitute one instrument. |
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5. |
The provisions of Sections 17.12 (Confidentiality), Sections 18.5 (Governing Law). 18.6 (Dispute Resolution), 18.7 (Notices), 18.9 (Rights Cumulative; Specific Performance), 18.10 (Successor Indemnification), 18.11 (Severability), 18.12 (Amendments and Waivers), 18.13 (No Waiver), 18.14 (Delays or Omissions). 18.15 (No Presumption) and 18.16 (Counterparts) of the SHA are incorporated by reference and shall apply mutatis mutandis to this letter agreement. |
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6. |
The parties hereto acknowledge that this letter agreement amends, restates, supersedes and replaces in its entirety that certain letter agreement between the parties hereto dated May 9, 2018. |
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the first date above written.
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By: |
/s/ Xxxxxxx Xxxx |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Director |
[Signature Page to Letter Agreement]
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the first date above written.
JOYY INC.
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By: |
/s/ Xxxxx Xxxxxxx Li |
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Name: |
Xxxxx Xxxxxxx Li |
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Title: |
Director |
[Signature Page to Letter Agreement]
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the first date above written.
ORIENTAL LUCK INTERNATIONAL LIMITED
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By: |
/s/ Xxxxxxx Xxxx |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Director |
[Signature Page to Letter Agreement]
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the first date above written.
ALL WORTH LIMITED
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By: |
/s/ Xxxxxxx Xxxx |
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Name: |
Xxxxxxx Xxxx |
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Title: |
Director |
[Signature Page to Letter Agreement]
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the first date above written.
LINEN INVESTMENT LIMITED
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By: |
/s/ Huateng Ma |
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Name: |
Huateng Ma |
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Title: |
Authorized Signatory |
[Signature Page to Letter Agreement]
