THIS LETTER is dated as of March 14, 2014 among the parties whose names appear on the signing page hereto (the “Parties”)
Exhibit 4.105
THIS LETTER is dated as of March 14, 2014 among the parties whose names appear on the signing page hereto (the “Parties”)
Reference is made to (1) the Shareholders’ Agreement dated January 31, 2014 (the “Shareholders’ Agreement”) entered into among the Parties; and (2) the letter agreement in relation to the Shareholders Agreement (the “Letter Agreement”) to be entered into among the Parties on the date of and around the same time as this Letter. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Shareholders’ Agreement.
Each of the Parties acknowledges and confirms that it/he is agreeing to enter into the Letter Agreement based on the following:
| (1) | each of the Parties entered into the Shareholders’ Agreement with the intention to achieve a Qualified IPO; |
| (2) | the Company is proposing to file an application with the Hong Kong Stock Exchange (the “Application”) for an initial public offering and listing of its Ordinary Shares on the Hong Kong Stock Exchange in 2014 (the “Proposed Listing”); |
| (3) | in light of the Proposed Listing and the relevant requirements under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and the other requirements of the Hong Kong Stock Exchange (the “Relevant Requirements”), the Parties agree to enter into the Letter Agreement in good faith to (i) amend Clause 6.2 of the Shareholders’ Agreement in relation to the Put Right of the Investors in order to comply with the Relevant Requirements; and (ii) confirm their mutual intention and understanding in relation to clause 4.7.1 of Schedule 8 to the Subscription Agreement and article 4.7.1 of Exhibit A to the Articles of Association; and |
| (4) | each of the Parties intend that if the Proposed Listing is not or cannot be consummated, all the rights and obligations of each of the Parties under the original terms of the Shareholders’ Agreement should be reinstated as if the Letter Agreement had not been executed and none of the original terms of the Shareholders’ Agreement had been changed (the “Reinstatement”). |
Each of the Parties hereby agree that if the (a) Application (i) lapses and is not renewed within a period of three months from the date on which it lapses; (ii) is withdrawn by the Company; or (iii) is finally rejected by the Listing Committee of the Hong Kong Stock Exchange or the Securities and Futures Commission of Hong Kong; or (b) the Proposed Listing is not consummated by October 31, 2014, each of the Parties undertakes to in good faith take all appropriate actions and execute all such documents necessary to give immediate effect to the Reinstatement so that each of the Parties is restored to their respective original positions under the original terms of the Shareholders’ Agreement immediately prior to the execution of the Letter Agreement.
Signed on March 14,2014:
| 1 |
EXECUTED by the parties on the date first written above:
| Sonic Force Limited | |
| /s/ Liu Jiang | |
| Name: Liu Jiang | |
| Title: Director | |
| Blink Milestones Limited | |
| /s/ Liu Jiang | |
| Name: Liu Jiang | |
| Title: Director | |
| Liu Jiang | |
| /s/ Liu Jiang | |
| Elite Vessels Limited | |
| /s/ Zhang Rongming | |
| Name: Zhang Rongming | |
| Title: Director | |
| Zhang Rongming | |
| /s/ Zhang Rongming | |
| Proper Macrocosm Limited | |
| /s/ Shen Dongri | |
| Name: Shen Dongri | |
| Title: Director | |
| Shen Dongri | |
| /s/ Shen Dongri |
| 1 |
| Iconic Ocean Limited | |
| /s/ Bao Yueqiao | |
| Name: Bao Yueqiao | |
| Title: Director | |
| Bao Yueqiao | |
| /s/ Bao Yueqiao | |
| Golden Liberator Limited | |
| /s/ Long Qi | |
| Name: Long Qi | |
| Title: Director | |
| Long Qi | |
| /s/ Long Qi | |
| Celestial Radiant Limited | |
| /s/ Wu Lan | |
| Name: Wu Lan | |
| Title: Director | |
| Wu Lan | |
| /s/ Wu Lan |
| 2 |
| Ourgame International Holdings Limited | |
| /s/ Xxxx Xxxx Qing | |
| Name: Xxxx Xxxx Qing | |
| Title: Director | |
| Beijing Lianzhong Garden Network Technology Co., Ltd. | |
| /s/ Ng Xxxx Xxxxx | |
| Name: Ng Xxxx Xxxxx | |
| Title: Legal Representative | |
| Beijing Lianzhong Co., Ltd | |
| /s/ Li Jin | |
| Name: Li Jin | |
| Title: Legal Representative | |
| Kongzhong Corporation | |
| (Seal) | |
| Name: | |
| Title: | |
| CMC Ace Holdings Limited | |
| /s/ Li Huaiyu | |
| Name: Li Huaiyu | |
| Title: Director | |
| 3 |
