VIE TERMINATION AGREEMENT
Exhibit 4.38
This document is an English translation of the original Chinese text
This VIE Termination Agreement (hereinafter referred to as “this Agreement”) is executed on October 19th, 2015 by and among the following parties (hereinafter referred to as the “Parties”):
Party A: Beijing Kingsoft Security Software Co., Ltd.
Registered Address: Floor 2 East, 33 Xxxxxxxx Xxxx Road, Haidian District, Beijing
Legal Representative: Sheng Fu
Party B: Guangzhou Kingsoft Network Technology Co., Ltd.
Registered Address: Rooms 3101-3106, Rooms 3108-3110, Huaxia Road, Tianhe District, Guangzhou
Legal Representative: Sheng Fu
Party C:
Xxxxxx Xxx (Identity Card No. )
Xxxx Xx (Identity Card No. )
WHEREAS,
1. Party A, Party B and Party C have executed a Business Operation Agreement on September 1st, 2013 (the “Business Operation Agreement”), providing that Party B and Party C shall make to Party A commitments and warranties for the daily operation of the company.
2. Party C and Party A have executed a Loan Agreement on August 5th, 2013 (the “Loan Agreement”), providing that Party A shall lend and pay Party C XXX 00 million prior to August 7th, 2013, including respectively lending and paying Xxxxxx Xxx RMB 5 million and lending and paying RMB Xxxx Xx 5 million.
3. Party A, Party B and Party C have executed an Equity Pledge Agreement on September 1st, 2013 (the “Equity Pledge Agreement”), providing that Xxxxxx Xxx and Xxxx Xx of Party C shall set pledge in favor of Party A on 50% of shares respectively held by them in Party B.
4. Party A, Party B and Party C have executed a Shareholder Voting Proxy Agreement on September 1st, 2013 (the “Shareholder Voting Proxy Agreement”), providing that Party C shall irrevocably fully authorize the person then appointed by Party A to, for and on behalf of Party C, perform all voting rights of Party C as shareholders of Party B.
5. Party A, Party B and Party C have executed an Exclusive Equity Option Agreement for Share Transfer on September 1st, 2013 (the “Exclusive Equity Option Agreement for Share Transfer”), providing that Party C shall, to the extent permitted by the law of China, as requested by Party A, transfer all or part of shares held by it in the company to Party A or any other entity or individual appointed by Party A.
6. Party A and Party B have executed an Exclusive Technology Development, Support and Consultancy Agreement on September 1st, 2013 (the “Exclusive Technology Development, Support and Consultancy Agreement”), providing that Party A shall supply Party B with paid technical support and service.
The agreements as mentioned in above paragraphs 1-6 are collectively referred to as the “Original Agreements”.
7. Party A and Party C have executed a Share Transfer Agreement on October 19th, 2015 (the “Share Transfer Agreement”), providing that Party C shall transfer 100% of shares held by it in Party B to Party A for the consideration of XXX 00 million, of which XXX 0 xxxxxxx xxxxx xx paid to Xxxx Xx and XXX 0 xxxxxxx xxxxx xx paid to Xxxxxx Xxx.
NOW THEREFORE, through amicable discussion and based on the principles of equality and mutual benefit, the parties hereto agree upon as follows:
1. Party A, Party B and Party C agree that the Business Operation Agreement, the Equity Pledge Agreement, the Shareholder Voting Proxy Agreement and the Exclusive Equity Option Agreement for Share Transfer shall terminate on the execution date of this Agreement, and Party A, Party B and Party C shall not be entitled to the rights or undertake the obligations thereunder.
2. Party A and Party C agree that the loan of XXX 00 million repayable by Party C to Party A under the Loan Agreement shall offset the consideration of XXX 00 million payable by Party A to Party C under the Share Transfer Agreement; from the date of this Agreement, the obligations of Party A and Party C for repayments and payments under the Loan Agreement and the Share Transfer Agreement shall be deemed to have been fulfilled, the Loan Agreement shall terminate, and Party A and Party C shall not be entitled to the rights or undertake the obligations under the Loan Agreement other than the repayment term thereof.
3. Party A and Party B agree that, as of the date of this Agreement, the Exclusive Technology Development, Support and Consultancy Agreement shall terminate, and Party A and Party B shall not be entitled to the rights or undertake the obligations thereunder; provided that Party B shall still pay Party A the service fees and other costs payable before the date of this Agreement under the Exclusive Technology Development, Support and Consultancy Agreement.
4. Party B and Party C shall actively assist Party A in completing the VIE structure release, including but not limited to signing the documents for modification registration with the administration for industry and commerce and providing the documents and materials regarding the VIE structure release.
5. The confidentiality, indemnity and dispute settlement terms in the Original Agreements shall survive the termination of the Original Agreements.
6. This Agreement shall become effective as of the date on which the VIE structure release of Party B shall have been completed. The VIE structure release includes the modification procedure with the administration for industry and commerce and other procedures as required by the taxation authority and other authorities necessary for Party C transferring 100% shares held by it in Party B to Party A.
7. This Agreement is made in four counterparts of the equal legal validity, each Party holding one.
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IN WITNESS THEREOF, the parties have, through their authorized representatives, executed this Agreement on the date first written above.
Party A: Beijing Kingsoft Security Software Co., Ltd.
(Seal)
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Stamped with company chop of Beijing Kingsoft Security Software Co., Ltd. |
Party B: Guangzhou Kingsoft Network Technology Co., Ltd.
(Seal)
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By: |
Stamped with company chop of Guangzhou Kingsoft Network Technology Co., Ltd. |
Party C:
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Xxxx Xx |
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/s/ Xxxx Xx |
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Xxxxxx Xxx |
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/s/ Xxxxxx Xxx |
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