Equity Disposition Agreement

Exhibit 10.8

Equity Disposition Agreement

     This Equity Disposition Agreement (the “Agreement”) is executed in Beijing of China on June 5, 2007 by the following parties (the “Parties”):

Party A: NetQin Mobile (Beijing) Technology Co., Ltd. (“NetQin Beijing”)
Address: Xxxx 0000-0, Xxxx X, Xxxx 0, Xxxxxxxxxxx Incubator, Beijing Zhongguanchun Software Park,
Haidian District, Beijing

Party B: Xxx Xx (ID: 352124197612060013)
Address: Xx. 00, Xxxxxxxxx Xx, Xxxxxxx Xxxxxxxx, Xxxxxxx

Zhou Xu (ID: 110104690310301)
Address: Room 1601, Building 1, Xx.00, Xxxxx Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx

Shi Wenyong (ID: 000000000000000000)
Address: Teaching Staff Dormitory, Xx. 0, Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx

Party C: Beijing NetQin Technology Co., Limited (“NetQin Technology”)
Address: Room 1322, Building 1-C, Enterprise Incubator, Zhongguancun Software Industrial Park,
Dongbeiwang, Haidian District, Beijing, China

Whereas:

1. Party A is a wholly foreign-owned enterprise duly incorporated and validly existing within the territory of the People’s Republic of China;

2. Party C, Beijing NetQin Technology Co., Limited (“NetQin Technology”), is a limited liability company incorporated in China;

3. Party B are shareholders of NetQin Technology (“Authorizers”), among which, Xxx Xx holds 52% equity thereof, Zhou Xu 33.25% and Shi Wenyong 14.75%;

4. Party A and Party B are going to execute an equity interest pledge agreement, under which Party B will provide security for NetQin Technology in order to perform its obligations under the exclusive consulting services agreement signed between NetQin Technology and Party A. In order for the safety of such rights of pledge and in consideration of the technical support provided by Party A for NetQin Technology and the favorable cooperation relationships between the Parties, the Parties hereby agree as follows:

1. GRANT OF OPTION

1.1		Grant
		The Parties hereto agree that as of the effectiveness of this Agreement, Party A is entitled to an exclusive option to purchase by itself or via a third party designated by it all equity interests held by the Authorizers in NetQin Technology in an amount equivalent to USD [ ] under the

		covenants of this Agreement, unless as disclosed to and approved expressly in writing by Party A in advance. Such option is conferred on Party B upon execution by the Parties and effectiveness of this Agreement. Such option may neither be revoked nor modified within the valid term of this Agreement (including any extension under Article 1.2 hereafter) once granted.
1.2		Term
		This Agreement shall be executed and effected on the date first above written. This Agreement shall be valid for ten years, commencing from the date of effectiveness thereof. If required by Party A prior to the expiration of this Agreement, the Parties shall extend the term hereof as required by Party A, and execute a separate equity disposal agreement or continue to perform this Agreement.

2. EXERCISE OF OPTION AND CLOSING

2.1		Time of exercise
2.1.1		The Authorizers agree that Party A may exercise the option hereunder in whole or in part at any time after this Agreement is executed and becomes effective to the extent as permitted by the laws and regulations of the People’s Republic of China.
2.1.2		The Authorizers unanimously agree that Party A may exercise the option for any times without limitation, unless and until it acquires and holds 100% of the equity interests of NetQin Technology.
2.1.3		The Authorizers unanimously agree that Party A may exercise its option through any third parties designated by it on its behalf, provided that Party A shall give prior notice in writing to the Authorizers before such exercise.
2.2		Disposal of price of exercise
		The Authorizers agree that if Party A exercises the option, the full price of exercise so received by them shall immediately transfer to NetQin Technology without compensation.
2.3		Assignment
		The Authorizers agree that the option hereunder may be assigned in whole or in part to a third party without prior consent of the Authorizers. Such third party shall be deemed as a party to this Agreement and may exercise such option under the terms hereof, and shall assume the rights and obligations of Party A hereunder.
2.4		Notice of exercise
		Where Party A exercises the option, it shall send a notice to the Authorizers ten working days prior to the Closing Date (as defined below), specifying the following terms:
2.4.1		Effective closing date of equity interest upon exercise of option (hereinafter referred to as the “Closing Date”);
2.4.2		The names of holders of such equity to be registered upon exercise;
2.4.3		Quantities and percentages of equity interests purchased from the Authorizers respectively;

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2.4.4		Exercise price and form of payment
2.4.5		Power of attorney (if exercised by a third party designated by Party A).
		The Parties hereto agree that Party A may from time to time designate a third party to exercise the option and register equities in the name of such third party.
2.5		Transfer of equity
		Each time when Party A exercises the option, within ten working days upon receipt of a notice of exercise sent by Party A under Article 2.4 hereof:

	(1)		The Authorizers shall direct NetQin Technology to convene a shareholders meeting, which shall:
			adopt a resolution of the shareholders meeting that approves the Authorizers to assign their equities to Party A and/or its designated third parties:
	(2)		The Authorizer shall execute an assignment agreement with Party A (or its designated third party, as the case may be) substantially in the form of the equity transfer agreement as set out in Appendix 1 attached hereto;
	(3)		Party B shall each execute all contracts, agreements or instruments as required and obtain all necessary government approvals and consents, and take all necessary actions to transfer the effective ownership of equity interests as purchased to Party A and/or its designated third parties free of any security interest, and cause Party A and/or its designated third parties to be registered owners of such equity interests as purchased with the competent AIC, and submit up-to-date business license, Articles of Associations, certificates of approval (if applicable) and any other relevant documents as issued or filed for recordation by competent authorities of China to Party A and/or its designated third parties, indicating such matters as the change of equity interests of NetQin Technology and change of directors and legal representative of NetQin Technology.

3. REPRESENTATIONS AND WARRANTIES

		The Authorizers represent and warrant that:
3.1.1		they have full power and authority to execute and perform this Agreement;
3.1.2		the performance of this Agreement and the obligations hereunder will not violate any laws, regulations and other agreements binding upon them, and does not require any governmental approval or authorization;
3.1.3		there is no pending or threatened action, arbitration or other judicial or administrative proceedings that may materially affects this Agreement;
3.1.4		they have disclosed to Party A all circumstances that may have adverse effects on this Agreement;

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3.1.5		none of them is declared bankrupt and that they are in good financial standing;
3.1.6		the equity interests held by them in NetQin Technology are free of any pledge, guaranty, liability and other third party encumbrance, and free of any recourse by any third party;
3.1.7		they will not set any pledge, liability or any other third party encumbrance on the equity interests held by them in NetQin Technology, nor dispose of the equity interests held by them in NetQin Technology to any other person other than Party A or its designated third parties by way of transfer, gift, pledge or otherwise;
3.1.8		the option granted to Party A hereunder is exclusive, and the Authorizers may not grant such option or similar right to any other person other than Party A or its designated third parties in any other way;
3.1.9		during the valid term hereof, the business as carried out by NetQin Technology complies with all laws, regulations, provisions and other administrative provisions and guidelines promulgated by other governmental authorities, and free of any circumstance in contravention of any of the foregoing and that may constitute substantial adverse affect on the business and assets of the company;
3.1.10		they will use good financial and commercial standards and practices to maintain the existence of NetQin Technology, prudently and effectively run its business and deal with its affairs, exert all efforts to ensure NetQin Technology to maintain all licenses, permits and approvals necessary for its operation, and that such permits, licenses and approvals will not be cancelled, withdrawn or declared invalid;
3.1.11		they will provide all operating and financial information in respect of NetQin Technology as required by Party A;
3.1.12		Before Party A (or its designated third parties) exercises the option and acquires 100% equity or interest of NetQin Technology, and unless as approved by Party A (or its designated third parties) in writing, NetQin Technology may not:

	(a)		sell, transfer, pledge or otherwise dispose of any asset, business or earning, or allow any other security interest to be set thereon (unless as arising during normal or daily business process or as disclosed to Party A and approved expressly in writing by Party A in advance);
	(b)		conclude any transaction that may cause material adverse effect on its asset, liability, operation, equity interest or other legitimate rights (unless as arising during normal or daily business process or as disclosed to and approved expressly in writing by Party A in advance);
	(c)		distribute any dividend or bonus to its shareholders by any means;
	(d)		incur, inherit, secure for or permit the existence of any liability, except for (i) any liability arising from borrowing due to any insufficiency in normal or daily business process; or (ii) any liability as disclosed to and approved expressly in writing by Party A;

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	(e)		execute any important contracts, excluding such contracts as executed during normal business process (for the purposes of this paragraph, a contract with a value exceeding RMB [         ] shall be taken as an important contract);
	(f)		increase or decrease the registered capital of NetQin Technology through shareholders meetings or otherwise change the structure of the registered capital;
	(g)		make additions, changes or modifications to the Articles of Association of NetQin Technology; or
	(h)		consolidate or associate with any other person, or acquire any person or invest in any person.

3.1.13 Before Party A (or its designated third parties) exercises the option and acquire 100% equity or assets of NetQin Technology, unless as expressly approved in writing by Party A (or its designated third parties), Party B may not by individually or jointly:

	(a)		in any way make any additions, changes or modifications to the constitutional documents of NetQin Technology that may cause material adverse effect on the asset, liability, operation, equity interest or other legitimate rights of NetQin Technology (except for same percentage increment for compliance with the law), or on the effective performance of this Agreement, and other agreements executed by Party A, Party B and NetQin Technology;
	(b)		procure NetQin Technology to conclude any transaction that may have material adverse effect on the asset, liability, operation, equity interest and other legitimate rights of NetQin Technology (unless as arising from normal or daily business process or as disclosed to and expressly approved in writing by Party A in advance);
	(c)		procure the shareholders meeting of NetQin Technology to adopt any resolution of distribution of any dividend and bonus;
	(d)		sell, transfer, charge or otherwise dispose of any legitimate or beneficiary interest of any equity interest of NetQin Technology, or permit any other security interest to be set thereon at any time following the effectiveness of this Agreement;
	(e)		procure a shareholders meeting of NetQin Technology to approve the sale, transfer, charge or otherwise disposal of any legitimate and beneficiary interests of any equity, or permit any other security interest to be set thereon;
	(f)		cause a shareholders meeting of NetQin Technology to approve any consolidation or association of NetQin Technology with any other person, or acquisition of any person or investment in any person, or reorganization in any other form; or
	(g)		voluntarily wind up, liquidate or dissolve NetQin Technology.

3.1.14 Before Party A (or its designated third parties) exercises the option and acquires 100% equity interest or assets of NetQin Technology, each of Party B undertakes to:

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	(a)		immediately notify Party A in writing of any action, arbitration or administrative proceedings in respect of the equity owned by Party A that has occurred or may occur, or any circumstance that may have any adverse effect on such equity interest;
	(b)		cause the shareholders meeting of NetQin Technology to approve any transfer of equity interests purchased under this Agreement, cause NetQin Technology to modify its Articles of Association to reflect the transfer of equity from Party B to Party A and/or its designated third parties, as well as other changes as set out herein, and immediately apply to competent authority of China for approval (as may be required by the law) and registration of changes, and cause NetQin Technology to approve the appointment of any persons assigned by Party A and/or its designated third parties as new directors and new legal representative via shareholders meetings;
	(c)		execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary charges or and provide necessary and appropriate defense against all claims for the purpose of maintaining its legitimate and valid ownership in respect of its equity interest;
	(d)		as required by Party A from time to time, unconditionally and immediately transfer its equity interest to any third party as designated by Party A, and waive its right of first refusal in relation to said equity transfer by another existing shareholder; and
	(e)		comply with this Agreement and any other contracts as executed by and between Party A and Party B individually or jointly in all respects, effectively perform all obligations under such contracts, and refrain from any acts/omissions suffice to affect the validity and enforceability of this Agreement.

3.2		Undertakings
		The Authorizers undertake to bear all costs and expenses arising from equity transfer, and deal with all formalities necessary for Party A and/or its designated third parties to become shareholders of NetQin Technology, including without limitation to assisting Party A to obtain all necessary governmental approvals for equity transfer, submitting such documents as equity transfer agreement and resolutions of the shareholders meeting to relevant AIC and modifying the Articles of Association, share register and other constitutional documents.
3.3		Each of Party B hereby jointly and severally represents and warrants to Party A on the date of this Agreement execution and each Closing Date that:

	(1)		it has full power and capacity to execute and deliver this Agreement and any equity transfer agreement executed under this Agreement for each transfer of purchased equity interest to which it is a party (each a “Transfer Agreement”), and to perform the obligations under this Agreement and any Transfer Agreement. Once executed, this Agreement and each Transfer Agreement to which it is a party shall constitute legitimate, valid and binding obligations and may be enforced against it under their terms;
	(2)		Neither the execution and delivery of this Agreement or any Transfer Agreement nor the performance of obligations under this Agreement or any Transfer Agreement will: (i) operate to violate any relevant Chinese

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			laws or regulations; conflict with its Articles of Association or other constitutional documents; (iii) result in violation of any contract or instrument to which it is a party or that is binding upon it, or constitute any breach under any contract or instrument to which it is a party or that is binding upon it; (iv) lead to any violation of any permit or approval issued to it and/or any condition with continued force and effect; or (v) result in any suspension or revocation of any permit or approval issued to it or any additional conditions;
	(3)		Party B has good and marketable ownership to all equity interests of NetQin Technology. Party B has not set any security interest on said equity interests;
	(4)		NetQin Technology is free of any outstanding obligations, except for (i) any obligations incurring during normal business process; and (ii) obligations that has disclosed to and expressly approved in writing by Party A in advance;
	(5)		NetQin Technology has complied with and will continue to comply with all laws and regulations applicable to the acquisition of equity interests and assets; and
	(6)		there is no on-going or pending or future threatened action, arbitration or administrative proceedings relating to equity, assets of NetQin Technology or NetQin Technology.

4.		TAXES
		Any and all taxes arising from the performance of this Agreement shall be borne by all parties hereto respectively.
5.		BREACH
5.1		Where Party B or Party C breaches this Agreement or any representation or warranty made hereunder, Party A may send a notice in writing to the default party requiring it to remedy such default within ten days upon receipt of such notice, take appropriate steps to avoid the occurrence of harmful consequences in an effective and timely manner, and continue to perform this Agreement. The default party shall compensate Party A for any damage so incurred by Party A so that Party A may acquire all interests it is entitled to when this Agreement is duly performed.
5.2		Where Party B or Party C fails to remedy its breaches within ten days upon receipt of the notice under Article 5.1, Party A shall be entitled to require the default party to provide compensation for any and all costs, liabilities or losses so incurred by Party A (including but not limited to any interests paid or lost due to such default and attorney’s fees). Simultaneously, Party A shall have the right to enforce the equity transfer agreement attached hereto and transfer the equity interests held by Party B to Party A and/or its designated third parties.

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6.		GOVERNING LAW AND DISPUTE RESOLUTION
6.1		Governing law
		This Agreement, including but no limited to its completion, performance, validity and construction, shall be governed in accordance with the laws of the People’s Republic of China.
6.2		Amicable consultation
		Any dispute arising from the construction or performance of this Agreement shall be resolved by amicable consultations between and among the Parties or via conciliation by a third party. Failing which, such dispute shall be submitted to the competent arbitral authority for determination within 30 days as of the commencement of relevant discussion as aforesaid.
6.3		Arbitration
		Any dispute arising in respect of this Agreement shall be submitted to the China International Trade Arbitration Commission (Beijing) for determination in accordance with its rules of arbitration. The arbitration shall take place in Beijing. The arbitral award shall be final and binding upon all Parties hereto.
7.		CONFIDENCE
7.1		Confidential information
		This Agreement and its appendices shall be kept in confidential. No party hereto may disclose any information in relation to this Agreement to any third party (unless as approved by all Parties hereto in advance). This Article 7.1 shall survive the termination of this Agreement.
7.2		Exception
		Any information disclosed as required by any law, court ruling, arbitral award and any decision of any governmental authority shall not be taken as a breach under Article 7.1.
8.		MISCELLANEOUS
8.1		Entire agreement
		The Parties acknowledge that this Agreement constitutes fair and reasonable covenants agreed on the base of equality and mutual benefit. This Agreement constitutes entire agreement with respect to the subject matter hereunder between the Parties. In the event of any inconsistency between this Agreement and any prior discussion, negotiation or agreement, this Agreement shall take precedence. The Parties may modify this Agreement in writing. The appendices attached hereto constitute integral part of this Agreement and shall be equally binding as this Agreement.
8.2		Notices
8.2.1		All notices sent under this Agreement by the Parties for the purpose of exercising and performing the rights and obligations hereunder shall be made in writing and sent by personal delivery, registered post, prepaid post, recognized courier service or facsimile to the address of the party concerned or all Parties as follows:

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Party A: NetQin Mobile (Beijing) Technology Co., Ltd.
Address: Xxxx 0000-0, Xxxx X, Xxxx 0, Xxxxxxxxxxx Incubator, Beijing Zhongguanchun Software Park,
Haidian District, Beijing
Facsimile:
|Tel.:
Attention:

Party B:
Xxx Xx
Address: Xx. 00, Xxxxxxxxx Xx, Xxxxxxx Xxxxxxxx, Xxxxxxx, postgraduate, enrolled in 1998
Facsimile: (0000) 00000000
Tel.: (0000) 00000000-000
Attention:

Zhou Xu
Address: Room 1601, Building 1, Xx.00, Xxxxx Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
Facsimile: (0000) 00000000
Tel.: (0000) 00000000-000
Attention:

Shi Wenyong
Address: Teaching Staff Dormitory, Xx. 0, Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Xxxxxxxxx: (0000) 00000000
Tel.: (0000) 00000000-000
Attention:

Party C: Beijing NetQin Technology Co., Limited (“NetQin Technology”)
Address: Room 1322, Building 1-C, Enterprise Incubator, Xxxxxxxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxx,
Xxxxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
Facsimile: (0000) 00000000
Tel.: (0000) 00000000-000
Attention:

8.2.2		A notice or communication in any of the following cases shall be deemed as duly served:
8.2.2.1		If delivered by facsimile, on the date as shown on the fax, but if such fax is delivered later than 5:00 p.m. or on a non-working day, then on the following working day after the date shown on the fax;
8.2.2.2		If delivered by personal delivery (including express delivery), on the date of sign-in;
8.2.2.3		If delivered by registered post, then on the fifteenth day after the date on the return receipt.
8.2.2.4		Binding force
		This Agreement shall be binding upon all Parties hereto.

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8.3		Language
		This Agreement is made in quintuplicate in the Chinese language, with one copy thereof for each party hereto.
8.4		Day and working day
		A “day” as referred to herein shall be a calendar day, and a “working day” herein shall refer to any day from Monday to Friday.
8.5		Headings
		The headings of this Agreement are for convenience of reference only, and may not be used in the construction of this Agreement.
8.6		Appendices
		The obligations, undertakings and liabilities of the Authorizers hereunder to Party A are joint and several, and the Authorizers are jointly and severally liable to each other. As for Party A, the breach of any of the Authorizers shall automatically constitute a breach of the Authorizers.
8.7		Uncovered matters
		Any and all matters uncovered hereunder shall be resolved in accordance with the laws of the People’s Republic of China by consultation between and among the Parties.

(No text hereinbelow)

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[This page is for signatures and contains no text]

Party A: NetQin Mobile (Beijing) Technology Co., Ltd.

(Company Seal)

Authorized representative:

/s/ Xxx Xx

Xxx Xx

Party B:

/s/ Xxx Xx

Xxx Xx

/s/ Zhou Xu

Zhou Xu

/s/ Shi Wenyong

Shi Wenyong

Party C: Beijing NetQin Technology Co., Limited

(Company Seal)

Authorized representative:

/s/ Xxx Xx

Xxx Xx

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