LIMITED GUARANTYLimited Guaranty • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
Limited Guaranty, dated as of August 13, 2012 (this “Limited Guaranty”), by Mr. Weidong Hong, PRC ID No. XXXX (the “Guarantor”), in favor of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER Dated as of August 13, 2012 among New sihitech limited New sihitech acquisition limited and YUCHENG TECHNOLOGIES LIMITEDMerger Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands, all of the outstanding shares of which are owned by the Parent (“Merger Sub”), and Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
COMMITMENT LETTER August 13, 2012Commitment Letter • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
This letter agreement sets forth the commitment of Mr. Weidong Hong (the “Sponsor”), subject to the terms and conditions contained herein, to purchase equity interests of New Sihitech Limited, a British Virgin Islands company (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Yucheng Technologies Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), Parent, and New Sihitech Acquisition Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herein
VOTING AGREEMENTVoting Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
VOTING AGREEMENT, dated as of August 13, 2012 (this “Agreement”), by and between New Sihitech Limited, a British Virgin Islands company (“Parent”) and the Shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
CONTRIBUTION AGREEMENTContribution Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2012 by and among New Sihitech Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Hong Weidong, PRC ID No. XXXX and certain of his affiliates listed on Schedule A (collectively, the “Founder”), and the shareholders of Yucheng Technologies Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), listed on Schedule B (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
DATED AUGUST 13, 2012 exchangeable NOTES subscription AGREEMENTExchangeable Notes Subscription Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services • Hong Kong
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions set forth herein, the Parties hereto agree as follows:
AGREEMENT OF JOINT FILINGJoint Filing Agreement • August 15th, 2012 • Yucheng Technologies LTD • Services-computer programming services
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
