INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between Longtop Financial Technologies Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2007 (the “Effective Date”) by and between Longtop Financial Technologies Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
Asset Transfer Agreement by and among FEnet Co., Ltd. Deng Xinping, as Management Shareholder And Longtop Financial Technologies Limited May 2007Asset Transfer Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
Business and Asset Transfer AgreementSupplementary Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2007, by and between (i) Longtop International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“LTI”), and (ii) Longtop Financial Technologies Limited, a company incorporated under the laws of the British Virgin Islands (“LFT”).
SHARE TRANSFER AGREEMENT relating to LONGTOP INTERNATIONAL HOLDINGS LIMITED by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, SHUANGJIAN CHEN, YUFENG LIANG, NEIL FITZGERALD, and LONGTOP...Share Transfer Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS AGREEMENT is made and entered into as of January 3, 2007 (the “Closing Date”), by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“LTBVI”), SHUANGJIAN CHEN, a United States citizen (“Chen”), YUFENG LIANG, a citizen of the People’s Republic of China (“Liang”), NEIL FITZGERALD, a Canadian citizen (“Fitzgerald”), WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1060074) whose registered office is located at, OMC Chambers, P. O. Box 3152, Road Town, Tortola, British Virgin Islands (“World Longevity”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1011843) whose registered office is located at P.O. Box 3444, Road Town, Tort
MINECODE LLC LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT February 14, 2007Limited Liability Company Interest Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Washington
This LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT, dated February 14, 2007, by and among Longtop International Inc., a Delaware corporation (the “Purchaser”) with a mailing address of 100 Overlook Center, 2nd Floor, Princeton, New Jersey 08540, on the one hand, and each of the individuals identified as a “Member” on Schedule A hereto (each a “Member” and collectively the “Members” and sometimes referred to as the Sellers), on the other hand.
Well Active International Limited Purchase Agreement for Ordinary Shares Longtop Financial Technologies LimitedLongtop Financial Technologies LTD • October 2nd, 2007
The undersigned, Well Active International Limited (“Well Active”) and the Grantee, a PRC National), named in Schedule A hereto, hereby agree as follows:
Contribution and Amendment AgreementContribution and Amendment Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This Contribution and Amendment Agreement (this “Agreement”) is made and entered into as of August , 2007, by and among Longtop Financial Technologies Limited, a company incorporated under the laws of the Cayman Islands whose registered office is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (“Longtop Cayman”); Longtop Financial Technologies Limited, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Longtop BVI”); and the “Shareholders” identified as such on Schedule A hereto (the “Shareholders”).
Distribution Agreement and Waiver and Consent of ShareholdersDistribution Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS DISTRIBUTION AGREEMENT AND WAIVER AND CONSENT (this “Agreement and Consent”) is made as of July 2, 2007 by and among (i) Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “LFT”), (ii) Longtop International Holdings Limited, a company duly organized under the laws of the British Virgin Islands (“LTI”) (iii) the holders of Series A Preferred Shares, par value of US$0.01 per share, and Series B Preferred Shares, par value of US$0.01 per share, of the Company (collectively, “LFT Preferred Shares”) whose names are listed on the signature page under the caption “LFT Preferred Shareholders” (collectively, the “LFT Preferred Shareholders”), (iv) Cathay IT Financial Services Limited (“Cathay”) which is a holder of Ordinary Shares, par value of US$0.01 per share, of the Company (“LFT Ordinary Shares”), (v) the other holders of LFT Ordinary Shares whose names are listed on the signature page under the caption “Other LF
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2006 by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), and the holders of Ordinary Shares of the Company listed on the Schedule of Ordinary Shareholders attached as Exhibit A hereto (each a “Ordinary Shareholder” and together the “Ordinary Shareholders”) and the investors listed on the Schedule of Investors attached as Exhibit B hereto, each of which is herein referred to as an “Investor.
LONGTOP FINANCIAL TECHNOLOGIES LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENT December 19, 2006Preferred Share Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 19th day of December, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”) and the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and, collectively, the “Investors”).
Real Estate Lease ContractLongtop Financial Technologies LTD • October 2nd, 2007
Abiding by the principle of equality and free will, Party A, Party B and Party C hereby enter into this Contract with respect to the lease of the Premises as defined below, on and subject to the terms and conditions as set forth below.
DATED THE 19TH DAY OF DECEMBER 2006Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of September 24, 2007 by and between LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the Cayman Islands and any of its subsidiaries (“LFT”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1011843) and any of its subsidiaries, (“LTI”).
Longtop Financial Technologies Limited Waiver of and Agreement to Terminate Certain Provisions of Subscription AgreementLongtop Financial Technologies LTD • October 2nd, 2007
We refer to a certain Subscription and Shareholders Agreement relating to Longtop Financial Technologies Limited (f/k/a Latest New Technology Limited), dated as of November 5, 2004, among Cathay ITFinancial Services Limited, Cathay Capital Holdings, L.P. (Cathay ITFinancial Services Limited and Cathay Capital Holdings, L.P., together, “Cathay”), Longtop Financial Technologies Limited, and the other persons and entities named as parties thereto (as the same may be amended from time to time, the “Subscription Agreement”). As used in this letter agreement, the term the “Company” will mean Longtop Financial Technologies Limited or a corporate successor to the Company incorporated in the Cayman Islands or another jurisdiction approved by Longtop Financial Technologies Limited’s Board of Directors and shareholders.
Xiamen Longtop System Co., Ltd. And College of Computer, National University of Defense Technology Agreement on Establishing a Joint Lab for Advanced Software TechnologyLongtop Financial Technologies LTD • October 2nd, 2007
With a view to a long-term cooperative relationship, Party A and Party B decide to set up the “Joint Lab for Advanced Software Technology between Longtop and College of Computer, NUDT”. Abiding by the principles of “cooperation between school and enterprise, complementation of advantages, risk sharing and interest sharing”, hereby enter into this Agreement with respect to relevant issues.
DATED THE 14TH DAY OF JUNE 2007Subscription and Shareholders Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
LONGTOP FINANCIAL TECHNOLOGIES LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2006Investors’ Rights Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 19th day of December, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and collectively, the “Investors”) and each of the individuals listed on Schedule B attached hereto (the “Ordinary Shareholders”).
and and and and andSubscription and Shareholders Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
Corporate information of the above subsidiaries of the Company is set out in Schedule 2 of this Agreement. The corporate structure of the Group as at the date of this Agreement is depicted in Part A of Schedule 3 of this Agreement.
GRAND LEGEND HOLDINGS LIMITED SHARES SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
DATED THE 13th DAY OF JUNE 2006Longtop Financial Technologies LTD • October 2nd, 2007
LONGTOP FINANCIAL TECHNOLOGIES LIMITED SERIES A PREFERRED SHARE PURCHASE AGREEMENT June 7, 2006Preferred Share Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of June, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and, collectively, the “Investors”), and each of the individuals listed on Schedule B attached hereto (the “Founders”).
WELL ACTIVE INTERNATIONAL LIMITED BLOOMWELL INTERNATIONAL LIMITED NOMINEE AGREEMENTNominee Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Virgin Islands
This Agreement is being executed as of May 17, 2007 and is made effective as of February 16, 2006 between BLOOMWELL INTERNATIONAL LIMITED, a British Virgin Islands corporation (the “Owner”), Well Active International Limited, a British Virgin Islands corporation (“Well Active”) and Zhang Weijie, Li Ying Ling, and Chen Ni (collectively, the “Nominees”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2007, by and among (i) WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, a company incorporated under the laws of the British Virgin Islands (“World Longevity”), (ii) SHUANGJIAN CHEN, a United States citizen (“Chen”), (iii) YUFENG LIANG, a citizen of the People’s Republic of China (“Liang”) (iv) LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Company”), (v) LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the British Virgin Islands (“LTBVI”), and (vi) LONGTOP FINANCIAL TECHNOLOGIES LTD, a Cayman Islands company (“LTCayman”).
FIRST AMENDMENT TO SHARE TRANSFER AGREEMENTShare Transfer Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS FIRST AMENDMENT TO SHARE TRANSFER AGREEMENT (“Agreement”) is made and entered into as of September 12, 2007, by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“LTBVI”), SHUANGJIAN CHEN, a United States citizen (“Chen”), YUFENG LIANG, a citizen of the People’s Republic of China (“Liang”), NEIL FITZGERALD, a Canadian citizen (“Fitzgerald”)(each of Chen, Liang and Fitzgerald a “US Founder”), WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1060074) whose registered office is located at OMC Chambers, P. O. Box 3152, Road Town, Tortola, British Virgin Islands (“World Longevity”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (N
SUBSCRIPTION and SHAREHOLDERS AGREEMENT relating to LONGTOP INTERNATIONAL HOLDINGS LIMITED by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, SHUANGJIAN CHEN, YUFENG LIANG and NEIL FITZGERALD, as Shareholders, and LONGTOP INTERNATIONAL HOLDINGS...Subscription and Shareholders Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS AGREEMENT is made and entered into as of February 28, 2006, by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“LTBVI”), SHUANGJIAN CHEN, a United States citizen (“Chen”), YUFENG LIANG, a citizen of the People’s Republic of China (“Liang”), NEIL FITZGERALD, a Canadian citizen (“Fitzgerald”, and together with Chen and Liang, the “US Founders”, and together with LTBVI, Chen and Liang, the “Shareholders”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (IBC No. 1011843) whose registered office is located at P.O. Box 3444, Road Town, Tortola, British Virgin Islands (the “Company”).
