EXHIBIT 4.3
Dated December 19,2003
XXXXXX MEDIA LIMITED
(formerly known as TWIN LUCK VENTURES LTD.)
and
XXXXXX INVESTMENT INTERNATIONAL LIMITED
(formerly known as LUCK JOY VENTURES LTD.)
and
SB ASIA INFRASTRUCTURE FUND L.P.
(Sellers)
and
XXXXXX INTERACTIVE ENTERTAINMENT LIMITED
(Purchaser)
and
XXXXXX HOLDINGS LIMITED
----------------------------------------
SHARE PURCHASE AGREEMENT
----------------------------------------
This Share Purchase Agreement (this "AGREEMENT") is made on December 19, 2003
AMONG:
(1) Xxxxxx Media Limited (formerly known as Twin Luck Ventures Ltd.), an
international business company formed under the laws of the British
Virgin Islands ("BVI") ("XXXXXX MEDIA");
(2) Xxxxxx Investment International Limited (formerly known as Luck Joy
Ventures Ltd.), an international business company formed under the laws
of the BVI ("XXXXXX INTERNATIONAL");
(3) SB Asia Infrastructure Fund L.P., a limited partnership formed under
the laws of the Cayman Islands ("CAYMAN") ("SAIF", together with Xxxxxx
Media and Xxxxxx International, the "SELLERS");
(4) Xxxxxx Holdings Limited (formerly known as Spirit High Ventures
Limited), an international business company formed under the laws of
the BVI (the "COMPANY"); and
(5) Xxxxxx Interactive Entertainment Limited (formerly known as Xxxxxx
(Cayman) Holdings Limited), an exempted company incorporated under the
laws of Cayman (the "PURCHASER").
RECITALS
(A) In connection with the proposed listing of the Purchaser's shares on
the Nasdaq National Market System, a corporate reorganization involving
the Company will take place whereby the Company will become a wholly
owned subsidiary of the Purchaser.
(B) Pursuant to the abovementioned corporate reorganization, the Sellers
will sell to the Purchaser, and the Purchaser will purchase from the
Sellers, the entire issued share capital of the Company subject to and
upon the terms and conditions of this Agreement.
WITNESSETH
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Interpretation.
1.1 In this Agreement and the Schedules hereto, the following words and
expressions shall, where the context so admits, bear the following
meanings:
"AGREEMENT" has the meaning set forth in the preamble hereto.
"BVI" has the meaning set forth in the preamble hereto.
"CAYMAN" has the meaning set forth in the preamble hereto.
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"CENTRE" has the meaning set forth in Section 10.7 hereof.
"CLOSING" has the meaning set forth in Section 5.1 hereof.
"COMPANY" has the meaning set forth in the preamble hereto.
"COMPANY COMMON STOCK" means ordinary shares in the share capital of
the Company, of a par value of US$0.01 each.
"COMPANY ESOP" means the employee stock option plan duly adopted by the
Company.
"COMPANY SERIES A PREFERRED STOCK" means Series A Preferred Stock in
the capital of the Company, of a par value of US$0.01 each.
"COMPANY SERIES A-1 PREFERRED STOCK" means Series A-l Preferred Stock
in the capital of the Company, of a par value of US$0.01 each.
"COMPANY SHAREHOLDERS AGREEMENT" means that certain Shareholders
Agreement, dated as of March 4,2003, among the Company, Xxxxxx Media, Xxxxxx
International, SAIF, CHEN Tianqiao, XXXX Xxxxxx and Shanghai Xxxxxx.
"COMPANY STOCK OPTION" has the meaning set forth in Section 4 hereof.
"CONSIDERATION SHARES" means 89,728,818 shares of Purchaser Common
Stock, 25,112,870 shares of Purchaser Series A Preferred Stock and 4,947,230
shares of Purchaser Series A-l Preferred Stock to be issued and allotted in
exchange for the Sale Shares.
"ENCUMBRANCES" has the meaning set forth in Section 6.1 hereof.
"GROUP" means The Company and the Subsidiary.
"HONG KONG" means the Hong Kong Special Administrative Region of the
PRC.
"PRC" means The People's Republic of China.
"PURCHASER" has the meaning set forth in the preamble hereto.
"PURCHASER COMMON STOCK" means ordinary shares in the share capital of
the Purchaser, of a par value of US$0.01 each.
"PURCHASER ESOP" has the meaning set forth in Section 4 hereof.
"PURCHASER SHAREHOLDERS AGREEMENT" means the Shareholders Agreement
substantially in the form attached hereto as Exhibit A to be entered into among
the Purchaser, Xxxxxx Media, Xxxxxx International, SAIF, CHEN Tianqiao, XXXX
Xxxxxx and Shanghai Xxxxxx at the Closing.
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"PURCHASER SERIES A PREFERRED STOCK" means Series A Preferred Stock in
the capital of the Purchaser, of a par value of US$0.01 each.
"PURCHASER SERIES A-1 PREFERRED STOCK" means Series A-l Preferred Stock
in the capital of the Purchaser, of a par value of US$0.01 each.
"RESTATED MEMORANDUM AND ARTICLES" means the Amended and Restated
Memorandum and Articles of Association of the Purchaser substantially in the
form attached hereto as Exhibit B to be adopted by the Purchaser prior to the
Closing.
"SAIF" has the meaning set forth in the preamble hereto.
"SALE SHARES" means 89,728,818 shares of Company Common Stock,
25,112,870 shares of Company Series A Preferred Stock and 4,947,230 shares of
Company Series A-l Preferred Stock to be sold to the Purchaser hereunder.
"SELLERS" has the meaning set forth in the preamble hereto.
"XXXXXX INTERNATIONAL" has the meaning set forth in the preamble
hereto.
"XXXXXX MEDIA" has the meaning set forth in the preamble hereto.
"SHANGHAI XXXXXX" means Shanghai Xxxxxx Internet Development Co., Ltd.,
a limited liability company organized and existing under the laws of the PRC.
"SUBSIDIARY" means [Chinese name], a wholly foreign-owned enterprise
established in the PRC.
"US$" means United States dollars, the lawful currency of the United
States.
1.2 Words importing the singular shall include the plural and vice versa
and words importing any gender shall include all other genders and
references to persons shall include corporations and unincorporated
associations.
1.3 References to this Agreement shall include the Schedules hereto which
shall form part hereof and shall have the same force and effect as if
expressly set out in the body of this Agreement.
1.4 The obligations of the Sellers and the Company shall, save where the
context expressly requires to the contrary, be joint and several.
2. Purchase and Sale of Shares.
2.1 On and subject to the terms of this Agreement, at the Closing, each of
the Sellers shall sell those of the Sale Shares set against their
respective names in column (2) of Schedule 1 and the Purchaser shall
purchase the same in each case free from all liens, charges,
encumbrances and other equities of any description and together with
all rights and benefits now and hereafter attaching thereto, including
(without limitation) all rights to dividends and other distributions
hereafter paid declared or made in respect of
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the Sale Shares.
2.2 Each of the Sellers hereby waives all pre-emptive, right of first
refusal and similar rights with respect to the sale and transfer of the
Sale Shares to which the Sellers may be entitled under the Amended and
Restated Memorandum and Articles of Association of the Company or the
Company Shareholders Agreement.
2.3 Nothing in this Agreement shall oblige the Purchaser to buy any of the
Sale Shares or otherwise complete this Agreement unless the sale and
purchase of all of the Sale Shares are completed simultaneously.
3. Consideration.
The consideration payable by the Purchaser to the Sellers for the Sale
Shares shall be satisfied or deemed to have been satisfied in full by
the Purchaser allotting and issuing to each of the Sellers,
respectively, the number of Consideration Shares as set against their
respective names in Column (3) of Schedule 1, credited as fully paid.
4. Options. At and subject to the Closing, the Purchaser shall take all
corporate actions necessary to assume the Company ESOP (including the
form of option agreement attached thereto), a copy of which is attached
hereto as Exhibit C, and all obligations under the options previously
granted thereunder. At the Closing, each outstanding employee or
director option to purchase shares of Company Common Stock granted
under the Company ESOP ("COMPANY STOCK OPTION"), whether vested or
unvested, shall be assumed by the Purchaser. At the Closing, (i) each
Company Stock Option then outstanding shall entitle the holder thereof
to acquire the same number of shares of Purchaser Common Stock as the
number of shares of Company Common Stock subject to such Company Stock
Option immediately prior to the Closing, (ii) the exercise price per
share of Purchaser Common Stock subject to any such Company Stock
Option shall be equal to the exercise price per share of Company Common
Stock subject to such Company Stock Option immediately prior to the
Closing and (iii) each Company Stock Option shall be subject to the
same terms and conditions as in effect immediately prior to the
Closing. The Purchaser shall take all corporate actions necessary to
reserve for issuance a sufficient number of shares of Purchaser Common
Stock for delivery upon exercise of Company Stock Options.
5. Closing
5.1 Unless otherwise agreed, the purchase and sale of the Sale Shares and
the issuance of the Consideration Shares shall take place on a date and
at a location to be agreed by the parties hereto; provided that all the
conditions precedent shall have been satisfied or waived, but in no
event later than December 31,2003 (the "CLOSING").
5.2 At the Closing:
(a) The Sellers shall deliver to the Purchaser:
(i) Duly executed transfers of the Sale Shares in favour
of the Purchaser together with the share certificates
therefor or an indemnity in a form reasonably
required by the Purchaser in the case of any missing
share
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certificates; and
(ii) A counterpart of the Purchaser Shareholders Agreement
duly executed by each Seller;
(b) The Company shall deliver to the Purchaser all the
constitutive documents of each member of the Group, including
(without limitation) the certificates of incorporation,
certificates of incorporation on change of name (if any),
memorandum and articles of association, the common seals,
minute books, registers of members and registers of directors
(both duly written up to date), share certificate books and
all other statutory records and documents of each member of
the Group; and
(c) The Purchaser shall deliver to each of the Sellers:
(i) Share certificates representing the number of
Consideration Shares as set against their respective
names in Column (3) of Schedule 1;
(ii) A copy of the register of members of the Purchaser
evidencing the issue and allotment of relevant number
of the Consideration Shares to each of the Sellers,
respectively; and
(iii) A counterpart of the Purchaser Shareholders Agreement
duly executed by the Purchaser.
6. Representations and Warranties of the Company and the Sellers. Each of
the Sellers and the Company hereby represents and warrants to the
Purchaser as follows:
6.1 Organization, Good Standing and Qualification. Each of the Sellers and
the Company is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, and has all
requisite corporate power and authority to carry on its business as now
conducted and as proposed to be conducted and is duly qualified to
transact business and is in good standing in each jurisdiction in which
the failure to so qualify would have a material adverse effect on its
business or properties.
6.2 Ownership; Title. Each Seller is the sole beneficial and record owner
of the number of Sale Shares as set against its name in Column (2) of
Schedule 1, owns such shares free and clear of any and all liens,
encumbrances, and restrictions ("ENCUMBRANCES") on transfer of any and
every nature whatsoever except for restrictions on transfer deriving
from applicable securities laws and restrictions under the Amended and
Restated Memorandum and Articles of Association of the Company and the
Company Shareholders Agreement, and has good, valid, and marketable
title to and the right to transfer such shares to the Purchaser. No
person or entity other than the Purchaser has any written or oral
agreement, arrangement or understanding or option to or any right or
privilege (whether by law, preemption, or contract) that is an
agreement, arrangement, understanding, or option for the purchase or
acquisition from any Seller of any shares of capital stock or other
securities of Company. After giving effect to the transactions
contemplated herein, the Purchaser will own, and have good, valid and
marketable title to all of the Sale Shares, free and clear of any and
all Encumbrances.
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6.3 Authorization; Execution; Enforceability. The execution, delivery and
performance of this Agreement and the transactions contemplated hereby
have been duly authorized and approved by all requisite actions on the
part of each of the Sellers and the Company, and no other approval or
authorization is required on the part of any of the Sellers or the
Company, or any other person by law or otherwise in order to make this
Agreement the legal, valid, binding, and enforceable obligation of each
of the Sellers and the Company. This Agreement has been duly executed
and delivered by each of the Sellers and the Company and is the legal,
valid, and binding obligation of each of the Sellers and the Company
enforceable against each of the Sellers and the Company in accordance
with its terms except as such enforcement may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of
creditor's rights generally.
6.4 No Conflict or Violation. The execution, delivery and performance of
this Agreement and the transactions contemplated hereby will not (a)
conflict with or violate the provisions of any applicable law, rule, or
order, (b) conflict with or constitute a breach or default under any
agreement or contract by which any of the Sellers or the Company is
bound, or (c) require the consent or approval of, or filing with, any
governmental body or third party.
6.5 Capitalization of the Company. As of the date hereof, the authorized
share capital of the Company consists of the following:
(i) 30,060,100 shares of preferred stock, par value US$0.01 per
share, 25,112,870 shares of which are Company Series A
Preferred Stock and 4,947,230 shares of which are Company
Series A-l Preferred Stock and all of which are issued,
outstanding and held by SAIF;
(ii) 186,000,000 shares of Company Common Stock, 89,728,818 shares
of which are issued and outstanding, of which 66,536,939
shares are held by Xxxxxx Media, 23,191,879 shares are held by
Xxxxxx International and 13,309,880 shares are reserved for
grant to employees or for issuance upon exercise of options
pursuant to the Company ESOP.
Except as set forth in the Amended and Restated Memorandum and Articles
of Association of the Company in effect from time to time and the
Company Shareholders Agreement, there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights
of first refusal), subscriptions, or other rights, proxy or
stockholders agreements or agreements of any kind, either directly or
indirectly, entitling the holder thereof to purchase or otherwise
acquire or to compel the Company to issue, repurchase or redeem any
equity securities of the Company.
7. Representations and Warranties of Purchaser.
7.1 Organization, Good Standing and Qualification. The Purchaser is duly
organized, validly existing and in good standing under the laws of
Cayman, and has all requisite corporate power and authority to carry on
its business as now conducted and as proposed to be conducted and is
duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material
adverse effect on its business or properties.
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7.2 Authorization; Execution; Enforceability. The execution, delivery and
performance of this Agreement and the transactions contemplated hereby
have been duly authorized and approved by all requisite actions on the
part of the Purchaser, and no other approval or authorization is
required on the part of the Purchaser, or any other person by law or
otherwise in order to make this Agreement the legal, valid, binding,
and enforceable obligation of the Purchaser. This Agreement has been
duly executed and delivered by the Purchaser and is the legal, valid,
and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms except as such enforcement may
be limited by bankruptcy, insolvency or other similar laws affecting
the enforcement of creditor's rights generally.
7.3 No Conflict or Violation. The execution, delivery and performance of
this Agreement and the transactions contemplated hereby will not (a)
conflict with or violate the provisions of any applicable law, rule, or
order, (b) conflict with or constitute a breach or default under any
agreement or contract by which the Purchaser is bound, or (c) require
the consent or approval of, or filing with, any governmental body or
third party.
7.4 Capitalization. After the Restated Memorandum and Articles have been
adopted by way of special resolution and have become effective and
immediately prior to the Closing, the authorized capital of the
Purchaser will consist of:
(i) 186,000,000 shares of Purchaser Common Stock; and
(ii) 30,060,100 shares of preferred stock, par value US$0.01 per
share, 25,112,870 of which are Purchaser Series A Preferred
Stock and 4,947,230 shares of which are Purchaser Series A-l
Preferred Stock.
Except as set forth in the Restated Memorandum and Articles and the
Purchaser Shareholders Agreement, there will be no outstanding options,
warrants, rights (including conversion or preemptive rights and rights
of first refusal), subscriptions, or other rights, proxy or
stockholders agreements or agreements of any kind, either directly or
indirectly, entitling the holder thereof to purchase or otherwise
acquire or to compel the Purchaser to issue, repurchase or redeem any
equity securities of the Purchaser.
7.5 Valid Issuance of Consideration Shares. The Consideration Shares that
are being issued and allotted by the Purchaser hereunder, when issued,
sold and delivered to the Sellers in accordance with the terms of this
Agreement in exchange for the Sale Shares, will be duly and validly
issued, fully paid, and non-assessable, and will be free of
restrictions on transfer other than restrictions on transfer under this
Agreement or under the Restated Memorandum and Articles. The Purchaser
Common Stock issuable upon conversion of the Purchaser Series A
Preferred Stock and the Purchaser Series A-l Preferred Stock issued
under this Agreement have been duly and validly reserved for issuance
and, upon issuance in accordance with the terms of the Restated
Memorandum and Articles, will be duly and validly issued, fully paid,
and non-assessable and will be free of restrictions on transfer, other
than restrictions on transfer under this Agreement, the Purchaser
Shareholders Agreement or under the Restated Memorandum and Articles.
8. Conditions to Purchaser's Obligations at Closing.
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8.1 Representations and Warranties. The representations and warranties of
the Sellers and the Company contained in Section 6 shall be true and
accurate on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of
such Closing.
8.2 Performance. Each of the Sellers and the Company shall have performed
and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by
it or him on or before the Closing.
8.3 Approvals and Consents. All authorizations, approvals, consents or
permits of any competent governmental authority or regulatory body or
of any third party that are required in connection with the lawful sale
and transfer of the Sale Shares pursuant to this Agreement (including
without limitation any waivers for all rights of first refusal) shall
have been duly obtained and effective as of the Closing.
8.4 Proceedings and Documents. All corporate, legal and other proceedings
taken by each of the Sellers and the Company in connection with the
transactions contemplated at the Closing and all documents incident
thereto shall be reasonably satisfactory in form and substance to the
Purchaser, and the Purchaser shall have received all such counterpart
original and certified or other copies of such documents as it may
reasonably request.
9. Conditions of Seller's Obligations at Closing.
9.1 Representations and Warranties. The representations and warranties of
the Purchaser contained in Section 6 shall be true and accurate on and
as of the Closing with the same effect as though such representations
and warranties had been made on and as of the date of such Closing.
9.2 Performance. The Purchaser shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the
Closing.
9.3 Approvals and Consents. All authorizations, approvals, consents or
permits of any competent governmental authority or regulatory body or
of any third party that are required in connection with the lawful
issuance and sale of the Consideration Shares pursuant to this
Agreement (including without limitation any waivers for all rights of
first refusal) shall have been duly obtained and effective as of the
Closing.
9.4 Proceedings and Documents. All corporate, legal and other proceedings
taken by the Purchaser in connection with the transactions contemplated
at the Closing and all documents incident thereto shall be reasonably
satisfactory in form and substance to the Sellers, and the Sellers
shall have received all such counterpart original and certified or
other copies of such documents as they may reasonably request
9.5 Restated Memorandum and Articles. The Purchaser shall have duly adopted
the Restated Memorandum and Articles by all necessary corporate action
of the Board of Directors and shareholders of the Purchaser that takes
effect prior to the Closing. The Purchaser shall file the Restated
Memorandum and Articles with the Registrar of Companies of the Cayman
Islands within fifteen (15) days of passing the special resolution
adopting the same.
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9.6 ESOP. The Purchaser shall have assumed the Company ESOP and all of the
outstanding Company Stock Options pursuant to Section 4 hereof.
10. Miscellaneous.
10.1 Survival of Warranties. The warranties, representations and covenants
of the parties contained in this Agreement shall survive the execution
and delivery of this Agreement and the Closing, and shall in no way be
affected by any investigation of the subject matter thereof made by or
on behalf of any of party.
10.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties with respect to
the subject matter hereof.
10.3 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10.4 Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. This
Agreement, and the rights and obligations hereunder, shall not be
assigned without the mutual written consent of the parties hereto.
Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.
10.5 Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or
on the 10th day after the date mailed, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at
such other address as such party may designate by ten (10) days'
advance written notice to the other parties, or on the first business
day following the date of transmission by facsimile.
10.6 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of Hong Kong without regard to principles of
conflicts of laws.
10.7 Dispute Resolution.
(i) Any dispute, controversy or claim arising out of or relating
to this Agreement, or the interpretation, breach, termination
or validity hereof, shall be resolved through consultation.
Such consultation shall begin immediately after one party
hereto has delivered to the other party hereto a written
request for such consultation. If within 30 days following the
date on which such notice is given the dispute cannot be
resolved, the dispute shall be submitted to arbitration upon
the request of either party with notice to the other.
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(ii) The arbitration shall be conducted in Hong Kong under the
auspices of the Hong Kong International Arbitration Centre
(the "CENTRE"). There shall be three arbitrators, who shall be
qualified to practice Hong Kong law. In the event that the
parties have not agreed on all arbitrators to constitute the
arbitral panel within 30 days after a notice of arbitration,
the Secretary General of the Centre shall appoint arbitrators
to fill any unfilled positions on the panel.
(iii) The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the Arbitration Rules of the
United Nations Commission on International Trade Law, as in
effect at the time of the arbitration. However, if such rules
are in conflict with the provisions of this Section 9.4,
including the provisions concerning the appointment of
arbitrators, the provisions of this Section 9.4 shall prevail.
(iv) The arbitrators shall decide any dispute submitted by the
parties to the arbitration strictly in accordance with the
substantive law of Hong Kong and shall not apply any other
substantive law.
(v) Each party to an arbitration hereunder shall cooperate with
the other in making full disclosure of and providing complete
access to all information and documents reasonably requested
by the other in connection with such arbitration proceedings,
subject only to any confidentiality obligations binding on
such party and rights of privileges to which the parties or
their advisors may enjoy.
(vi) The award of the arbitration tribunal shall be final and
binding upon the disputing parties, and the prevailing party
may apply to a court of competent jurisdiction for enforcement
of such award.
(vii) Either party shall be entitled to seek preliminary injunctive
relief, if possible, from any court of competent jurisdiction
pending the constitution of the arbitral tribunal.
10.8 Severability. If any provision of this Agreement is found unenforceable
by a court of competent jurisdiction, such unenforceable provision
shall not affect the other provisions but shall be deemed modified to
the extent necessary to render it enforceable, preserving to the
fullest extent permissible the intent of the parties.
10.9 Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the parties hereto.
10.10 Further Assurances. From and after the date hereof, upon the request of
the Purchaser, the Sellers shall execute and deliver such instruments,
documents or other writings as may be reasonably necessary or desirable
to confirm and carry out and to effectuate fully the intent and purpose
of this Agreement.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
XXXXXX MEDIA LIMITED
By: /s/ Chen Tianqiao
------------------------------------
Name: Chen Tianqiao
Title: Sole Member and Director
Address: Beaufort House
P.O. Box No. 438
Road Town
Tortola, British Virgin Islands
XXXXXX INVESTMENT INTERNATIONAL LIMITED
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Sole Member and Director
Address: Beaufort House
P.O. Box No. 438
Road Town
Tortola, British Virgin Islands
SB ASIA INFRASTRUCTURE FUND L.P.
By:
------------------------------------
Name: Xxxxxx X. Xxx
Title: Authorized Signatory
Address: Suites 2115-2118
Two Xxxxxxx Xxxxx
00 Xxxxxxxxx, Xxxx Xxxx
11
XXXXXX HOLDINGS LIMITED
By: /s/ Chen Tianqiao
------------------------------------
Name: Chen Tianqiao
Title: CEO
Address: 0000 Xxxxx Xxxxxx Xxxx,
Hua Rong Plaza, 21st Floor
Shanghai 200122, PRC
XXXXXX INTERACTIVE ENTERTAINMENT LIMITED
By: /s/ Chen Tianqiao
------------------------------------
Name: Chen Tianqiao
Title: Director
Address: Century Yard
Cricket Square
Xxxxxxxx Drive
P.O. Box 2681GT
Xxxxxx Town
Grand Cayman, British West
Indies
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SCHEDULE 1
SELLERS
Column (1) Column (2) Column (3)
-------------------------------------------------------------------------------------------
NO. OF
NAME AND ADDRESS OF SELLERS NO. OF SALE SHARES CONSIDERATION SHARES
-------------------------------------------------------------------------------------------
1. Xxxxxx Media Limited 66,536,939 shares of 66,536,939 shares of
Company Common Stock Purchaser Common Stock
-------------------------------------------------------------------------------------------
2. Xxxxxx Investment International 23,191,879 shares of 23,191,879 shares of
Limited Company Common Stock Purchaser Common Stock
-------------------------------------------------------------------------------------------
3. SB Asia Infrastructure Fund L.P. - 25,112,870 shares of - 25,112,870 shares of
Company Series A Purchaser Series A
Preferred Stock Preferred Stock
- 4,947,230 shares of - 4,947,230 shares of
Company Series A-1 Purchaser Series A-1
Preferred Stock Preferred Stock
-------------------------------------------------------------------------------------------
SH-1
EXHIBIT A
SHAREHOLDERS AGREEMENT
EX-1
EXHIBIT B
RESTATED MEMORANDUM AND ARTICLES
EX-2
EXHIBIT C
EMPLOYEE STOCK OPTION PLAN
EX-3
