Temasek SC 13D 21Vianet Group, Inc. | SEC 25 Oct 13

Exhibit 99.1

EXECUTION VERSION

PURCHASE AGREEMENT

dated as of September 30, 2013

among

21VIANET GROUP, INC.,

THE SELLERS NAMED HEREIN

and

ESTA INVESTMENTS PTE LTD

TABLE OF CONTENTS

ARTICLE 1
Definitions

Section 1.01. Definitions	1
Section 1.02. Other Definitional And Interpretive Provisions	5

ARTICLE 2
Sale And Purchase Of The Sale Shares

Section 2.01. Agreement to Sell and Purchase	5
Section 2.02. Closing	5
Section 2.03. Transactions At The Closing	6

ARTICLE 3
Representations And Warranties Of The Company

Section 3.01. Accuracy Of Disclosure.	7
Section 3.02. Existence and Qualification	7
Section 3.03. Capitalization.	7
Section 3.04. Subsidiaries.	8
Section 3.05. Requisite Power	9
Section 3.06. Authorization And Enforceability	9
Section 3.07. Absence Of Existing Violations	9
Section 3.08. Non-contravention	9
Section 3.09. Governmental Authorization	9
Section 3.10. Financial Statements	10
Section 3.11. Absence Of Certain Changes	10
Section 3.12. No Undisclosed Liabilities	10
Section 3.13. Litigation	10
Section 3.14. Permits And Licenses	10
Section 3.15. Ownership Of Assets.	11
Section 3.16. Taxes.	11
Section 3.17. Compliance With Laws.	11
Section 3.18. Brokers' Fees	12
Section 3.19. No Securities Act Registration.	12
Section 3.20. Investment Company	12
Section 3.21. Material Contracts	12
Section 3.22. Insurance	13
Section 3.23. Intellectual Property	13
Section 3.24. Solvency	13
Section 3.25. Listing Matters	13

ARTICLE 4
Representations And Warranties Of The Sellers

Section 4.01. Accuracy Of Disclosure	14

Section 4.02. Existence	14
Section 4.03. Requisite Power.	14
Section 4.04. Authorization And Enforceability	14
Section 4.05. Non-contravention	14
Section 4.06. Governmental Authorization	14
Section 4.07. Title To Shares	14
Section 4.08. No Preemptive or Similar Rights	15
Section 4.09. Brokers' Fees	15
Section 4.10. No Transfer Taxes	15

ARTICLE 5
Representations And Warranties Of The Purchaser

Section 5.01. Existence	15
Section 5.02. Requisite Power	15
Section 5.03. Authorization And Enforceability	15
Section 5.04. Non-contravention	15
Section 5.05. Governmental Authorizations	16
Section 5.06. Securities Law Matters.	16
Section 5.07. Inspections	16

ARTICLE 6
Covenants

Section 6.01. Public Announcements	16
Section 6.02. Interim Conduct.	17
Section 6.03. Use Of Proceeds	17
Section 6.04. Custodian	17
Section 6.05. Tax Matters	17
Section 6.06. SAFE Registration	17
Section 6.07. Restrictions On Transfer	17
Section 6.08. Form Of Shares	18
Section 6.09. Listing Of ADSs	18
Section 6.10. Settlement	18
Section 6.11. Exercise Of Seller Options	18

ARTICLE 7
Closing Conditions

Section 7.01. Conditions to Obligations of the Company, the Purchaser and the Sellers	18
Section 7.02. Conditions to Obligations of the Company and the Sellers	18
Section 7.03. Conditions to Obligations of the Purchaser	19

ARTICLE 8
Indemnification

Section 8.01. Survival.	20
Section 8.02. Indemnification.	21

Section 8.03. Third Party Claim Procedures.	21
Section 8.04. Direct Claim Procedures	22

ARTICLE 9
Termination

Section 9.01. Termination	23
Section 9.02. Effect Of Termination	23

ARTICLE 10
Miscellaneous

Section 10.01. Notices	23
Section 10.02. Severability	25
Section 10.03. Complete Agreement	25
Section 10.04. Counterparts	25
Section 10.05. Assignments	25
Section 10.06. Descriptive Headings	25
Section 10.07. Amendment	25
Section 10.08. Governing Law	26
Section 10.09. Arbitration	26
Section 10.10. Expenses	26
Section 10.11. Further Assurances	26
Section 10.12. Third Party Beneficiaries	26

Schedules and Exhibits

Schedule 1	-	Sellers and Seller Shares
Schedule 3.03(a)	-	Company Capitalization

iii

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of September 30, 2013 (this “Agreement”), by and among (i) 21 Vianet Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), (ii) the selling shareholders listed on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”) and (iii) Esta Investments Pte Ltd, a company incorporated under the laws of Singapore (the “Purchaser”).

WHEREAS, the Company desires to issue and sell to the Purchaser 34,683,042 shares (the “Company Shares”) of the Company’s Class A ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), equivalent to 5,780,507 ADSs (as defined below);

WHEREAS, each of the Sellers desires to sell to the Purchaser the respective number of Ordinary Shares set forth opposite its name on Schedule 1 hereto (the “Seller Shares” and together with the Company Shares, the “Sale Shares”); and

WHEREAS, the Purchaser wishes to purchase the Sale Shares on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1

Definitions

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“ADSs” means the American Depositary Shares of the Company, each representing six (6) Ordinary Shares.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Agreement” has the meaning assigned to such term in the preamble.

“Anti-Corruption Law” means all laws relating to anti-bribery or anti-corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UN Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Official in

International Business Transactions and the UK Bribery Act, 2010, each as amended, and related implementing legislation, rules and regulations.

“Applicable Laws” means, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“Arbitration Board” has the meaning assigned to such term in Section 10.09(a).

“Business Day” means each calendar day except Saturdays, Sundays, and any other day on which banks are generally closed for business in New York, New York, the Cayman Islands, the People’s Republic of China or Singapore.

“Circular 75” means the Circular 75, issued by the State Administration of Foreign Exchange of the PRC on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Inbound Investments by PRC Residents Through Offshore Special Purpose Vehicles,”

effective as of November 1, 2005, or any successor rule or regulation under PRC Law.

“Closing” has the meaning assigned to such term in Section 2.02.

“Closing Date” has the meaning assigned to such term in Section 2.02.

“Commission” means the U.S. Securities and Exchange Commission.

“Company” has the meaning assigned to such term in the preamble.

“Company Agreements” has the meaning assigned to such term in Section 3.07.

“Company Securities” has the meaning assigned to such term in Section 3.03(a).

“Company Shares” has the meaning assigned to such term in the recitals.

“Custodian” has the meaning assigned to such term in Section 2.03(c).

“Damages” has the meaning assigned to such term in Section 8.02(a).

“Encumbrance” means any mortgage, lien, pledge, charge, security interest, title defect, preemptive or similar right or other encumbrance.

“Enforceability Limitations” has the meaning assigned to such term in Section 3.06.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

“Exchange Act Documents” has the meaning assigned to such term in Section 3.01.

“Existing RRA” has the meaning assigned to such term in Section 3.03(d).

“Fundamental Company Representations and Warranties” means the representations and warranties by the Company contained in Sections 3.02, 3.03, 3.05, 3.06, 3.07, 3.08, 3.09, 3.18 and 3.19.

“Governmental Entity” means any transnational or supranational, domestic or foreign federal, national, state, provincial, local or municipal governmental, regulatory, judicial or administrative authority, department, court, arbitral body, agency or official, including any department, commission, board, agency, bureau, subdivision or instrumentality thereof.

“Governmental Licenses” has the meaning assigned to such term in Section 3.14.

“HKIAC” has the meaning assigned to such term in Section 10.09.

“Indemnified Parties” has the meaning assigned to such term in Section 8.02(a).

“Indemnifying Party” has the meaning assigned to such term in Section 8.03(a).

“Intellectual Property” means any and all intellectual property rights, including patents, patent applications, trademarks, trademark registrations, applications for trademark registrations, service marks, service mark registrations, applications for service mark registrations, trade names, Internet domain names (and all goodwill associated with any of the foregoing), trade secrets, copyright registrations, applications for copyright registrations, copyrights, designs and proprietary know-how.

“IRA” means an investor rights agreement, to be dated as of the Closing Date, among the Company, the Purchaser and certain other parties thereto, in the form agreed among such parties prior to the execution of this Agreement.

“June 30 Balance Sheet” has the meaning assigned to such term in Section 3.12.

“Material Adverse Effect” has the meaning assigned to such term in Section 3.02.

“Money Laundering Laws” has the meaning assigned to such term in Section 3.17(c).

“NASDAQ” means the NASDAQ Global Market.

“Ordinary Shares” has the meaning assigned to such term in the recitals.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a governmental authority.

“PRC” means the People’s Republic of China.

“Proceeding” has the meaning assigned to such term in Section 3.13.

“Purchaser” has the meaning assigned to such term in the preamble.

“RRA” means a registration rights agreement, to be dated as of the Closing Date, among the Company and the Purchaser, in the form agreed among such parties prior to the execution of this Agreement.

“Rules” has the meaning assigned to such term in Section 10.09.

“Sale Shares” has the meaning assigned to such term in the recitals.

“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002, as amended, and any rules and regulations promulgated thereunder.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Options” has the meaning assigned to such term in Schedule 1 hereto.

“Seller Shares” has the meaning assigned to such term in the recitals.

“Subsidiary” means any entity of which a majority of the outstanding equity securities or other ownership interests representing a majority of the outstanding equity interests or otherwise having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by the Company.

“Subsidiary Securities” has the meaning assigned to such term in Section 3.04(b).

“Tax” means any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to any income, capital gains, value-added, sales, service, excise, withholding, transfer, stamp or other taxes or similar charges), together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority.

“Taxing Authority” means any Governmental Entity responsible for the imposition of any Tax.

“Tax Representations and Warranties” means the representations and warranties by the Company contained in Section 3.16.

“Tax Returns” has the meaning assigned to such term in Section 3.16.

“Third Party Claim” has the meaning assigned to such term in Section 8.03(a).

“Transaction Tax Liabilities” means any Tax incurred or assessed, including pursuant to, or as a result of, in connection with a Seller’s failure to pay or remit, or any failure of any Indemnified Party to withhold or to assist in withholding from payments to such Seller any Taxes arising from the transactions contemplated under this Agreement and any additional Taxes assessed or incurred as a result of a determination by any Taxing Authority that the Tax basis

assigned to such Seller’s Seller Shares purchased by the Purchaser under this Agreement is less than the purchase price paid by the Purchaser under this Agreement with respect to such Seller’s Seller Shares.

“U.S.” means the United States of America.

Section 1.02. Other Definitional And Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Clauses, Exhibits and Schedules are to Articles, Sections, Clauses, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “dollars” or “$” shall refer to U.S. dollars.

ARTICLE 2

Sale And Purchase Of The Sale Shares

Section 2.01. Agreement to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions contained in this Agreement, at the Closing (as defined below), (i) the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, the Company Shares in the form of ADSs, free and clear of any Encumbrance, at a purchase price of $2.50 per share ($15.00 per ADS) and (ii) each of the Sellers agrees to sell to the Purchaser, and the Purchaser agrees to purchase from each Seller, the respective number of Seller Shares in the form of ADSs set forth opposite such Seller’s name on Schedule A hereto, free and clear of any Encumbrance, at a purchase price of $2.50 per share ($15.00 per ADS).

Section 2.02. Closing. The closing of the purchase and sale of the Sale Shares hereunder (the “Closing”) shall take place at the offices of Davis Polk & Wardwell, Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, no later than seven (7) Business Days after satisfaction or, to the extent permissible, waiver of the conditions set forth in Article 7 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the

satisfaction or, to the extent permissible, waiver of those conditions) (such date, the “Closing Date”), or at such other location and date as may be agreed upon by the Company and the Purchaser.

Section 2.03. Transactions At The Closing. At the Closing, the following actions will take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents have been delivered:

(a) The Company, the Purchaser and the other parties thereto shall execute and deliver each of the IRA and the RRA and shall become bound by the terms and conditions thereof.

(b) The Purchaser shall pay to the Company by wire transfer of immediately available funds to the bank account of the Company (specified to the Purchaser in writing at least four (4) Business Days prior to the Closing Date) an amount equal to $86,707,605, representing the aggregate consideration for the Company Shares, and the Company shall issue and sell to the Purchaser the Company Shares, duly register the Purchaser as the legal holder of such shares and deliver to the Purchaser valid and registered ADSs representing the Company Shares. Delivery of the Company Shares by the Company to the Purchaser shall be made in electronic book-entry form.

(c) The Purchaser shall pay to the Sellers by wire transfer of immediately available funds to the bank account of the Company, the duly appointed custodian for the Sellers (in such capacity, the “Custodian”) (specified to the Purchaser in writing at least four (4) Business Days prior to the Closing Date) an amount equal to $13,292,395, representing the aggregate consideration for the Seller Shares, and each Seller shall sell and transfer to the Purchaser, and deliver or cause to be delivered to the Purchaser, valid and registered ADSs representing its respective Seller Shares. Delivery of the Seller Shares by each Seller to the Purchaser shall be in electronic book-entry form.

(d) The Company shall cause Citibank, N.A., as the depositary of the Company’s ADSs, to duly register the Purchaser as the legal and beneficial holder of the ADSs representing the Sale Shares in its register and provide the Purchaser with a certified true copy of such register.

(e) The board of directors of the Company shall duly appoint the Investor Nominee (as such term is defined in the IRA) pursuant to the terms of the IRA and the Company shall duly register the Investor Nominee as a director in its register of directors and provide the Purchaser with a duly certified true and complete copy of such register of directors, evidencing such appointment.

ARTICLE 3

Representations And Warranties Of The Company

The Company represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, that:

Section 3.01. Accuracy Of Disclosure.

(a) The Company has filed with, or furnished to, the Commission, on a timely basis, all documents, forms, statements, certifications and reports required to be filed or furnished pursuant to the Exchange Act during the twelve months preceding the date of this Agreement (the “Exchange Act Documents”). The Exchange Act Documents complied, when filed, in all material respects with the Exchange Act, the Securities Act and the Sarbanes-Oxley Act and the applicable rules and regulations thereunder, and did not, when so filed, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The information contained in the Exchange Act Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the Exchange Act Documents or to be filed as exhibits to the Exchange Act Documents which have not been so described, disclosed or filed.

(d) The Company has established and maintained disclosure controls and procedures required by Exchange Act. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by the Company, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities.

(e) The Company is in compliance with the Sarbanes-Oxley Act in all material respects.

Section 3.02. Existence and Qualification. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the Cayman Islands and has the power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the Exchange Act Documents. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties, assets or prospects of the Company and its Subsidiaries, taken as a whole (a “Material Adverse Effect”).

Section 3.03. Capitalization.

(a) The authorized, issued and outstanding shares of the Company are as set forth on Schedule 3.03(a) hereto. The outstanding shares of the Company (including but not limited to the Seller Shares) have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of the Company was issued in violation of any preemptive or other similar rights. Except as disclosed in Schedule 3.03(a) hereto, there are no outstanding (i)

shares or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or voting securities of the Company or (iii) options or other rights to acquire from the Company, or other obligation of the Company to issue, any shares, voting securities or securities convertible into or exchangeable for shares or voting securities of the Company (the items in clauses (i), (ii) and (iii) above being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any Company Securities.

(b) The Company Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, will be issued, sold and delivered to the Purchaser free and clear of any Encumbrance and restrictions on transfer (other than any restrictions under applicable securities laws), and the issuance of the Company Shares will not be subject to any preemptive or similar rights.

(c) The authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained in the Exchange Act Documents.

(d) Except for the registration rights under the Amended and Restated Registration Rights Agreement, dated as of January 14, 2011 (the “Existing RRA”), among the Company and certain other parties thereto, there are no preemptive rights, registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights or other similar rights with respect to the Company’s shares or that have been granted to any holder of the Company’s shares.

(e) Each Seller Option is fully vested and freely exercisable by the applicable Seller listed in Schedule 1 hereto and is, as of the date hereof, and will be, as of the Closing Date, exercisable into the respective number of Ordinary Shares set forth in the footnote under such Seller’s name on Schedule 1 hereto.

Section 3.04. Subsidiaries.

(a) Except as disclosed on Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012, the Company does not have any material Subsidiaries. Each Subsidiary of the Company has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization, and has the corporate power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the Exchange Act Documents. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or indirectly, free and clear of any Encumbrance. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of any preemptive or similar rights. Except as disclosed in the Exchange Act Documents (other than any information disclosed

therein under the heading “Risk Factors”), there are no outstanding (i) securities of any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary or (ii) options or other rights to acquire from the Company or any Subsidiary, or other obligation of the Company or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Subsidiary (the items in clauses (i) and (ii) above being referred to collectively as the “Subsidiary Securities”). There are no outstanding obligations of the Company or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Section 3.05. Requisite Power. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement, the IRA and the RRA and consummate the transactions contemplated hereby and thereby.

Section 3.06. Authorization And Enforceability. This Agreement has been, and, at the Closing, each of the IRA and the RRA will be, duly authorized, executed and delivered by the Company, and this Agreement is, and, at the Closing and each of the IRA and the RRA shall each constitute, a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity (the “Enforceability Limitations”).

Section 3.07. Absence Of Existing Violations. Neither the Company nor any of its Subsidiaries is (a) in violation of its memorandum and articles of incorporation or other organizational documents, (b) in default (with or without due notice or lapse of time or both) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject (collectively, the “Company Agreements”) or (c) in violation of any Applicable Law, except any matters described in clauses (b) and (c) above which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.08. Non-contravention. The execution, delivery and performance of this Agreement, the IRA and the RRA by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate the Company’s or any Subsidiary’s memorandum and articles of incorporation or any other organizational document, (b) result in a default under (with or without due notice or lapse of time or both) or breach of, or require any consent or approval under, any Company Agreement or (c) violate any Applicable Law, except any matters described in clauses (b) and (c) above which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.09. Governmental Authorization. The execution, delivery and performance of this Agreement, the IRA and the RRA by the Company and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any Governmental Entity. The Company, including all controlled entities within the meaning of the rules under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended, does not hold any assets located in the U.S. and did not make aggregate sales in or into the U.S. of over $70.9 million in its most recent fiscal year.

Section 3.10. Financial Statements. The audited and unaudited financial statements, together with the notes thereto, included in the Exchange Act Documents fairly present, in all material respects, the financial condition, results of operations, cash flows and shareholders’ (deficit) equity of the Company and its Subsidiaries for the periods and as of the dates presented therein in conformity with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods presented. Except as included in the Exchange Act Documents, no historical or pro forma financial statements or supporting schedules are required to be included in the Exchange Act Documents under the Exchange Act.

Section 3.11. Absence Of Certain Changes. Since December 31, 2012, (a) there has been no event, occurrence, development or state of circumstances that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b) the business of the Company and its Subsidiaries has been conducted in the ordinary course consistent with past practices in all material respects.

Section 3.12. No Undisclosed Liabilities. There are no liabilities of the Company or any Subsidiary of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than: (a) liabilities provided for in the Company’s unaudited consolidated balance sheet as of June 30, 2013 included in the Exchange Act Documents (the “June 30 Balance Sheet”) or disclosed in the notes thereto, (b) liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2013 and (c) other undisclosed liabilities which are not, individually or in the aggregate, material to the Company and the Subsidiaries, taken as a whole.

Section 3.13. Litigation. Except as adequately disclosed in the Exchange Act Documents, there are no actions, suits, proceedings, inquiries or investigations (each, a “Proceeding”) before any Governmental Entity that are pending and that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries or any of their respective properties or assets. There is no Proceeding pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries or any of their respective properties or assets before any Governmental Entity which would, individually or in the aggregate, be reasonably be expected to materially adversely affect the Company’s ability to enter into or perform its obligations under this Agreement, the IRA or the RRA or consummate the transactions contemplated hereby and thereby.

Section 3.14. Permits And Licenses. Except as adequately disclosed in the Exchange Act Documents, the Company and its Subsidiaries possess such material permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entity necessary to own, lease and operate their properties and to conduct their business as currently conducted and described in the Exchange Act Documents. Except as adequately disclosed in the Exchange Act Documents, the Company and its Subsidiaries are in compliance, in all material respects, with the terms and conditions of all

Governmental Licenses and all of the Governmental Licenses are valid and in full force and effect. Neither the Company nor any of its Subsidiaries has received any notice relating to the revocation or material modification of any Governmental Licenses.

Section 3.15. Ownership Of Assets.

(a) The Company and its Subsidiaries have good and marketable title to all of the property and assets owned by them (including but not limited to all property and assets reflected on the June 30 Balance Sheet) free and clear of any Encumbrance, except for Encumbrances adequately disclosed in the Exchange Act Documents and Encumbrances as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) All of the leases and subleases material to the business of the Company and its Subsidiaries, taken as a whole, are in full force and effect, and neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of such lease or sublease, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased property under any such lease or sublease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.16. Taxes.

(a) Except as adequately disclosed in the Exchange Act Documents, all material federal, national, state, local and foreign Tax returns of the Company and its Subsidiaries required by any Taxing Authority or law to be filed through the date hereof have been filed (collectively, the “Tax Returns”) and all Taxes shown by such Tax Returns or otherwise assessed, which are due and payable, have been timely paid, except assessments against which appeals have been or will be promptly taken in good faith and as to which adequate reserves have been provided for in the June 30 Balance Sheet. All Tax Returns filed by the Company and its Subsidiaries are true and complete in all material respects.

(b) No material dispute, audit, investigation, proceeding or claim concerning any Tax liability of the Company or any Subsidiary is pending, being conducted or has been raised by any Taxing Authority in writing, and to the knowledge of the Company, no such material dispute, audit, investigation, proceeding, or claim has been threatened.

(c) Except as adequately disclosed in the Exchange Act Documents, there is no material Tax deficiency that has been asserted, or, to the knowledge of the Company, could reasonably be expected to be asserted, against the Company or any of its Subsidiaries or any of their respective properties or assets. The charges, accruals and reserves recorded in the June 30 Balance Sheet in respect of any Tax liability for any years not finally determined are adequate as of June 30, 2013, in all material respects, to meet any assessments or re-assessments for additional Tax for any years not finally determined.

(d) The issuance sale of the Company Shares to the Purchaser under this Agreement will not give rise to any transfer, recording, documentary, stamp, registration or similar Taxes.

Section 3.17. Compliance With Laws.

(a) Except as adequately disclosed in the Exchange Act Documents and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have complied with all Applicable Laws in all material respects.

(b) Without limitation of Section 3.17(a), neither the Company nor any of its Subsidiaries or any of their respective directors, officers, agents, employees or Affiliates has conducted any act, including but not limited to, directly or indirectly, paying (or offering or authorizing to pay) any money, or giving (or offering or authorizing to give) anything of value in violation of any Anti-Corruption Law. The Company and each of its Subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained appropriate policies, procedures, mechanisms and controls to ensure, and which are reasonably expected to continue to ensure, compliance with Anti-Corruption Laws.

(c) Without limitation of Section 3.17(a), the operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”) in all material respects and no Proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

Section 3.18. Brokers' Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company or any of its subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 3.19. No Securities Act Registration.

(a) None of the Company, its Subsidiaries or their respective Affiliates or any person acting on its or their behalf have engaged in any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act or any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act with respect to the Sale Shares.

(b) Assuming the accuracy of the representations of the Purchaser contained in Section 5.06(b), it is not necessary in connection with the issuance and sale to the Purchaser of the Sale Shares to register the Sale Shares under the Securities Act or to qualify or register the Sale Shares under applicable U.S. state securities laws.

Section 3.20. Investment Company. The Company is not, and after giving effect to the issuance and sale of the Company Shares and the application of the proceeds therefrom will not be, required to register as, an “investment company” as such term are defined in the U.S. Investment Company Act of 1940, as amended.

Section 3.21. Material Contracts. The Company has filed as exhibits to the Exchange Act Documents all contracts, agreements and instruments (including all amendments thereto) that are required to be filed in the Exchange Act Documents (the “Material Contracts”) . Each

Material Contract is in full force and effect and, to the knowledge of the Company, enforceable against the counterparties of the Company or the Subsidiaries party thereto, except where such failures to be in effect or enforceable would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Company, each other party thereto, are not in default under, or in breach or violation of, any Material Contract, except where such default, breach or violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.22. Insurance. The Company and its Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, which insurance is in such amounts and insures against such losses and risks as are reasonably customary given the nature of the business of the Company and its Subsidiaries and the geographical markets in which they operate.

Section 3.23. Intellectual Property. The Company and its Subsidiaries own or possess adequate licenses or other rights to use all material Intellectual Property used in connection with their conduct of business as currently conducted and as described in the Exchange Act Documents, and such use does not violate, infringe or misappropriate the Intellectual Property rights of any third party except as otherwise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No third party has asserted in writing to the Company or its Subsidiaries that its operations violate, infringe or misappropriate any Intellectual Property owned, possessed or used by such third party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no Person is challenging, misappropriating, infringing or otherwise violating the rights of the Company or its Subsidiaries with respect to the Intellectual Property used in connection with their conduct of business as currently conducted and as described in the Exchange Act Documents, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.24. Solvency. At and immediately after the Closing, the Company and its Subsidiaries (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its recourse debts as they mature or become due), and (b) will have adequate capital and liquidity with which to engage in its businesses as currently conducted and as described in the Exchange Act Documents.

Section 3.25. Listing Matters. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting the ADSs from the NASDAQ. The Company has not received any notification that the Commission or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).

ARTICLE 4

Representations And Warranties Of The Sellers

Each Seller, severally and not jointly, represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, that:

Section 4.01. Accuracy Of Disclosure. To the best knowledge of such Seller, the information contained in the Exchange Act Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 4.02. Existence. Such Seller (to the extent such Seller is an entity) has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization.

Section 4.03. Requisite Power. Such Seller has the requisite power and authority to enter into and perform its obligations under this Agreement and consummate the transactions contemplated hereby.

Section 4.04. Authorization And Enforceability. This Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Seller, enforceable in accordance with its terms, subject to the Enforceability Limitations.

Section 4.05. Non-contravention. The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby do not and will not (a) violate such Seller’s organizational documents (to the extent such Seller is an entity), (b) result in a default under (with or without due notice or lapse of time or both) or breach of, or require any consent or approval under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which such Seller is a party or by which it is bound or (c) violate any Applicable Law, except any matters described in clauses (b) and (c) above which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Seller to execute and deliver this Agreement, perform its obligations hereunder, sell and transfer its Seller Shares or otherwise consummate the transactions contemplated hereby.

Section 4.06. Governmental Authorization. The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any Governmental Entity.

Section 4.07. Title To Shares. Such Seller will, at the Closing, have valid title to the Seller Shares to be sold by such Seller free and clear of any Encumbrance (other than any restrictions under applicable securities laws) and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Seller Shares to be sold by such Seller to the Purchaser. Upon the delivery of and payment for the Seller Shares being sold by such Seller to the Purchaser at the Closing, the Purchaser will receive valid title (including full legal and beneficial ownership) to such Seller

Shares free and clear of any Encumbrance or restrictions on transfer (other than any restrictions under applicable securities laws). As of the date hereof and as of the Closing Date, each Seller Option held by such Seller is, and will be, held by such Seller free and clear of any Encumbrance, is, and will be, fully vested and freely exercisable by such Seller and is, and will be, exercisable into the number of Ordinary Shares set forth in the footnote under such Seller’s name on Schedule 1 hereto.

Section 4.08. No Preemptive or Similar Rights. Except for the registration rights under the Existing RRA, there are no preemptive rights, registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights other similar rights with respect to the Company or any of its Subsidiaries that have been granted to such Seller.

Section 4.09. Brokers' Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of such Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 4.10. No Transfer Taxes. The sale of such Seller’s Seller Shares to the Purchaser under this Agreement will not give rise to any transfer, recording, documentary, stamp, registration or similar Taxes.

ARTICLE 5

Representations And Warranties Of The Purchaser

The Purchaser represents and warrants to the Company and each Seller, as of the date hereof and as of the Closing Date, that:

Section 5.01. Existence. The Purchaser has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization.

Section 5.02. Requisite Power. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement, the IRA and the RRA and consummate the transactions contemplated hereby and thereby.

Section 5.03. Authorization And Enforceability. This Agreement has been, and, at the Closing, each of the IRA and the RRA will be, duly authorized, executed and delivered by the Purchaser, and this Agreement is, and, at the Closing, each of the IRA and the RRA shall each constitute, a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, subject to the Enforceability Limitations.

Section 5.04. Non-contravention. The execution, delivery and performance of this Agreement, the IRA and the RRA by the Purchaser and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate its organizational documents or (b) violate any Applicable Law, except any matters described in clause (b) above which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to execute and deliver this Agreement, perform its obligations

hereunder, purchase the Sale Shares or otherwise consummate the transactions contemplated hereby.

Section 5.05. Governmental Authorizations. The execution, delivery and performance of this Agreement, the IRA and the RRA by the Purchaser and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any Governmental Entity.

Section 5.06. Securities Law Matters.

(a) The Sale Shares are being acquired for the Purchaser’s own account and not with a view to, or intention of, or for sale in connection with, any distribution thereof in violation of applicable securities laws.

(b) The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act and is acquiring the Sale Shares in an offshore transaction under Rule 903 of Regulation S under the Securities Act.

Section 5.07. Inspections. The Purchaser is a sophisticated purchaser with knowledge and experience in financial and business matters such that the Purchaser is capable of evaluating the merits and risks of the investment in the Sale Shares. The Purchaser is able to bear the economic risks of an investment in the Sale Shares and can afford a complete loss of such investment. The Purchaser acknowledges and affirms that, with the assistance of its advisors, it has conducted and completed its own investigation, analysis and evaluation related to the investment in the Sale Shares.

ARTICLE 6

Covenants

Section 6.01. Public Announcements. Each party hereto agrees to consult with the other parties hereto before issuing any press release or making any public statement or disclosure with respect to this Agreement or the transactions contemplated hereby and agrees not to issue any such press release or make any such public statement or disclosure without the prior written consent of the other parties; provided that a party may without the prior written consent of the other parties issue any such press release or public statement of disclosure if such party has used reasonable efforts to consult with the other parties and to obtain the consent of such other parties but has been unable to do so prior to the time such press release or public statement or disclosure is required to be released pursuant to Applicable Law or any listing agreement with any national securities exchange, provided that such party has also notified the other parties in writing of the details and content of the press release or public statement or disclosure to be released reasonably in advance of such release. For purposes of any consultation and consent requirements with respect to the Sellers under this Section 6.01, the Company shall act on behalf of the Sellers (including, for the avoidance of doubt, in providing any consents of Sellers hereunder).

Section 6.02. Interim Conduct.

(a) From the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to (a) carry on its business in the ordinary course consistent with past practice, (b) not make any distribution (whether in cash, stock, property or assets) or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire, directly or indirectly, any of its capital stock and (c) not take any action that would make any representation or warranty of the Company in this Agreement, or omit to take any action necessary to prevent any representation or warranty of the Company under this Agreement from being, inaccurate at, or as of any time before, the Closing Date.

(b) From the date hereof until the Closing Date, each Seller shall not take any action that would make any representation or warranty of such Seller in this Agreement, or omit to take any action necessary to prevent any representation or warranty of such Seller under this Agreement from being, inaccurate at, or as of any time before, the Closing Date.

Section 6.03. Use Of Proceeds. The Company will use the proceeds received by it from the issuance and sale of the Company Shares for working capital and/or other general corporate purposes (including bona fide acquisitions by the Company or its Subsidiaries and the repurchase of Ordinary Shares by the Company pursuant to its share repurchase program).

Section 6.04. Custodian. Each Seller (by the execution of this Agreement) duly agrees to (and does hereby) appoint the Custodian to receive the proceeds for such Seller’s Seller Shares to be sold to the Purchaser under this Agreement, and hereby acknowledges and agrees that payment of such proceeds by the Purchaser to the Custodian pursuant to and in accordance with Section 2.03(c) shall constitute full and complete payment by Purchaser to such Seller for its Seller Shares being sold to the Purchaser hereunder, and, upon such payment to the Custodian, Purchaser shall have no further obligations in connection therewith.

Section 6.05. Tax Matters. Each Seller will pay any and all Taxes (if any) payable upon the sale of its Seller Shares to be sold to the Purchaser under this Agreement. Each Seller will file any and all Tax reports (if any) required under Applicable Law (including by any Taxing Authority) in a timely manner. If requested by any Governmental Authority, the Purchaser may provide information requested or respond to inquiries as it sees fit.

Section 6.06. SAFE Registration. Each Seller shall comply with Circular 75 and fully complete their reporting obligations thereunder with respect to their holding of shares in the Company, direct or indirect holding of shares in the Company and its Subsidiaries and with respect to the transactions contemplated under this Agreement, and the Purchaser shall be provided with reasonable evidence thereof. As soon as practicable after the Closing Date, each Seller who is a PRC resident as defined under Circular 75 shall duly file and seek to obtain the requisite registrations and approvals required under Circular 75, with respect to the changes in their direct or indirect shareholding in the Company resulting from the transactions contemplated under this Agreement.

Section 6.07. Restrictions On Transfer. During the period from the Closing until the date which is ninety (90) days following the Closing Date, the Purchaser shall not transfer or

otherwise dispose of any of the Sale Shares (including whether such right or power is granted by proxy or otherwise) unless such transfer is to an Affiliate of the Purchaser.

Section 6.08. Form Of Shares. The Company and each Seller shall duly and validly convert and register its respective Sale Shares in the form of ADSs and cause to be delivered such ADSs to the Purchaser at the Closing. The Company and each Seller shall be responsible for the payment of any and all exercise prices, fees and expenses in connection with the exercise of any Seller Options and the issuance of the Seller Shares in connection therewith and the conversion and registration of its respective Sale Shares in the form of ADSs.

Section 6.09. Listing Of ADSs. If applicable, the Company will effect and maintain the listing of the ADSs representing the Sale Shares to be delivered to the Purchaser at the Closing on the NASDAQ.

Section 6.10. Settlement. The Company and each Seller shall take all actions necessary to make the Sale Shares eligible for delivery and settlement at the Closing in electronic book-entry form.

Section 6.11. Exercise Of Seller Options. Each Seller who holds Seller Options shall take all actions necessary or appropriate to duly and validly exercise such Seller Options prior to the Closing in order to duly and validly deliver to the Purchaser its Seller Shares in the form of ADSs on the Closing Date, and will not violate any Applicable Law (including the Sarbanes-Oxley Act) in connection therewith. The Company shall take all actions and provide all cooperation necessary or appropriate to effect the due and valid exercises of the Seller Options by each Seller who holds Seller Options in order for such Seller to be able to duly and validly deliver to the Purchaser its Seller Shares in the form of ADSs on the Closing Date, and will not violate any Applicable Law (including the Sarbanes-Oxley Act) in connection therewith.

ARTICLE 7

Closing Conditions

Section 7.01. Conditions to Obligations of the Company, the Purchaser and the Sellers. The obligations of the Company, the Purchaser and the Sellers to consummate the Closing are subject to the satisfaction of the following conditions:

(a) no provision of any Applicable Law shall prohibit the consummation of the Closing; and

(b) no proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any Governmental Entity and shall be pending.

Section 7.02. Conditions to Obligations of the Company and the Sellers. The obligations of the Company and the Sellers to consummate the Closing are subject to the satisfaction of the following conditions: (a) the representations and warranties of the Purchaser in this Agreement shall be true and correct on and as of the Closing Date as though made on and as of the Closing

Date; and (b) the Purchaser shall have performed all obligations and conditions herein required to be performed or observed by the Purchaser on or prior to the Closing Date.

Section 7.03. Conditions to Obligations of the Purchaser. The obligation of the Purchaser to consummate the Closing is subject to the satisfaction of the following conditions:

(a) (i) The Fundamental Company Representations and Warranties shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations and warranties of the Company (other than the Fundamental Company Representations and Warranties) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (iii) the representations and warranties of the Company (other than the Fundamental Company Representations and Warranties) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the Closing Date as though made on and as of the Closing Date (iv) the Company shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by the Company on or prior to the Closing Date; (v) there shall have been no event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (vi) the Purchaser shall have received a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the foregoing effect.

(b) (i) The representations and warranties of each Seller shall be true and correct in all respects on and as of the Closing Date as though made on and as of the Closing Date; (ii) each Seller shall have performed or complied with all obligations and conditions in this Agreement required to be performed or complied with by such Seller on or prior to the Closing Date; and (iii) the Purchaser shall have received a certificate signed by each Seller (to the extent such Seller is an individual) or an authorized officer of each Seller (to the extent such Seller is an entity) to the foregoing effect.

(c) The Purchaser shall have received an opinion, dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.

(d) The Purchaser shall have received an opinion, dated the Closing Date, of Maples & Calder, Cayman Islands counsel for the Company, in form and substance reasonably satisfactory to the Purchaser.

(e) The Company, the Purchaser and the other parties thereto shall have duly executed and delivered the IRA and the RRA and the Purchaser shall have received such executed counterparts thereof.

(f) The Purchaser shall have received a duly certified true and complete copy of the register of directors of the Company, evidencing the appointment of the Investor Nominee (as such term is defined under the IRA) pursuant to the terms of the IRA.

(g) All Sale Shares shall have been duly and validly registered as ADSs.

(h) Each Seller selling Seller Shares pursuant to the exercise of Seller Options shall have duly and validly exercised such Seller Options in order to be able to duly and validly deliver to the Purchaser its Seller Shares in the form of ADSs on the Closing Date.

(i) If applicable, the ADSs representing the Sale Shares shall have been approved for listing on the NASDAQ.

(j) The Sale Shares shall have been made eligible for delivery and settlement in electronic book-entry form.

(k) Each Seller shall deliver to the Purchaser copies of documents evidencing its ownership of the Seller Shares as may be requested by the Purchaser.

(l) (i) With respect to the Purchaser’s obligation to consummate the Closing with respect to the Company Shares, the Closing with respect to the Seller Shares shall have occurred substantially simultaneously therewith and (ii) with respect to the Purchaser’s obligation to consummate the Closing with respect to the Seller Shares, the Closing with respect to the Company Shares shall have occurred substantially simultaneously therewith.

ARTICLE 8

Indemnification

Section 8.01. Survival.

(a) The Fundamental Company Representations and Warranties shall survive indefinitely or until the latest date permitted by law.

(b) The Tax Representations and Warranties shall survive until the expiration of any applicable statute of limitations with respect thereto.

(c) All representations and warranties of the Company contained in this Agreement, other than the Fundamental Company Representations and Warranties and the Tax Representations and Warranties, shall survive the Closing until the second anniversary of the Closing Date.

(d) (i) The representations and warranties of the Sellers contained in this Agreement (other than the representations and warranties by the Sellers in Section 4.01) shall survive indefinitely or until the latest date permitted by law; and (ii) the representations and warranties of the Sellers contained in Section 4.01 of this Agreement shall survive the Closing until the second anniversary of the Closing Date.

(e) The covenants in this Agreement shall survive indefinitely or until the latest date permitted by law.

(f) Notwithstanding clauses (a) through (d) of this Section 8.01, (i) any breach of representation or warranty in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences,

if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time and (ii) any breach of representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud or intentional misrepresentation shall survive indefinitely or until the latest date permitted by applicable law.

Section 8.02. Indemnification.

(a) Effective at and after the Closing, the Company hereby indemnifies and holds harmless the Purchaser, its Affiliates and its and their respective directors, officers, employees, agents, successors and assigns (the “Indemnified Parties”) against and from any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”), incurred or suffered by the Indemnified Parties arising out of any misrepresentation or breach of representation or warranty or breach of covenants by the Company under this Agreement; provided that the Company’s maximum liability under this Section 8.02(a) shall not exceed an amount equal to the gross proceeds received by it from the issuance and sale of the Company Shares to the Purchaser under this Agreement.

(b) Effective at and after the Closing, each Seller hereby, severally and not jointly, indemnifies and holds harmless the Indemnified Parties against and from (i) any and all Damages incurred or suffered by the Indemnified Parties arising out of any misrepresentation or breach of representation or warranty or breach of covenants by such Seller under this Agreement and (ii) any Transaction Tax Liabilities; provided that each Seller’s maximum liability under this Section 8.02(b) shall not exceed an amount equal to the gross proceeds received by it from sale of its Seller Shares to the Purchaser under this Agreement.

Section 8.03. Third Party Claim Procedures.

(a) The Indemnified Party seeking indemnification under Section 8.02 agrees to give reasonably prompt notice in writing to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 8.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 8.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has

adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder.

(c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently.

(d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 8.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates.

(e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 8.03(c), the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party.

(f) Each party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim.

Section 8.04. Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 8.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the

Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Damages arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 10.09.

ARTICLE 9

Termination

Section 9.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the Purchaser or the Company if the Closing shall not have occurred on or before October 30, 2013; provided, however, that the right to terminate this Agreement under this Section 9.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(b) by either the Purchaser or the Company in the event that any Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; or

The party desiring to terminate this Agreement pursuant to Sections 9.01(a) or (b) shall give written notice of such termination to the other parties hereto specifying the provision hereof pursuant to which such termination is made.

Section 9.02. Effect Of Termination. In the event of termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and of no further force or effect (except for Section 6.01 and Article 10, which shall survive such termination) and there shall be no liability on the part of any party hereto except that nothing herein shall relieve any party from liability for any breach of this Agreement.

ARTICLE 10

Miscellaneous

Section 10.01. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing (including facsimile transmission and email

transmission, so long as a receipt of such facsimile or email transmission is requested and received) and shall be given:

To the Company at:

21Vianet Group, Inc.

M5, 1 Jiuxianqiao East Road

Chaoyang District

Beijing 100016

The People’s Republic of China

Attention: Office of the Chief Financial Officer

Facsimile: +86-10-84564234

Email: shang.hsiao@21vianet.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

42/F, Edinburgh Tower, The Landmark

15 Queen's Road Central

Hong Kong

Attention: Z. Julie Gao

Fascimile: +852.3910.4850

Email: julie.gao@skadden.com

To the Purchaser at:

Esta Investments Pte Ltd

60B Orchard Road, #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Attention: Eugene Huang

Email: eugenehuang@temasek.com.sg

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell

Hong Kong Club Building

3A Chater Road

Central

Hong Kong

Attention: Miranda So

Facsimile: +852 2533 1773

Email: miranda.so@davispolk.com

To the Sellers:

c/f: 21Vianet Group, Inc.

M5, 1 Jiuxianqiao East Road

Chaoyang District

Beijing 100016

The People’s Republic of China

Attention: Office of General Counsel

Facsimile: +86 10-8456-2121

Email: molly.sun@21vianet.com

or such other address or facsimile number as the Company or the Purchaser, as the case may be, may hereafter specify by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 10.02. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 10.03. Complete Agreement. This Agreement, the IRA and the RRA embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

Section 10.04. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.

Section 10.05. Assignments. This Agreement is personal to each of the parties hereto. No party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of each other party hereto; provided that the Purchaser may assign any rights or obligations hereunder to any of its Affiliates without obtaining the prior written consent of the other parties hereto.

Section 10.06. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 10.07. Amendment. The provisions of this Agreement may be amended, or modified only upon the prior written consent of all parties hereto. The failure of any party to

enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 10.08. Governing Law. This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating hereto, shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law rules of such state.

Section 10.09. Arbitration. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”), which Rules are deemed to be incorporated by reference into this Section 10.09. For the purposes of such arbitration:

(a) the number of arbitrators shall be three (the “Arbitration Board”). The Company and the Purchaser shall each select one arbitrator. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The two arbitrators so appointed shall jointly agree on a third arbitrator, who shall be the chairman of the Arbitration Board. If the said two arbitrators are unable to agree upon the appointment of a third arbitrator within thirty (30) days after the parties have appointed their respective arbitrators, then such third arbitrator shall be appointed by the HKIAC;

(b) the seat of the arbitration shall be in Hong Kong and the language to be used shall be English; and

The parties hereto shall be entitled to specific performance from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce any tribunal award pursuant to any arbitration proceeding hereunder.

Section 10.10. Expenses. Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

Section 10.11. Further Assurances. From time to time following the date hereof, the parties hereto shall execute and deliver such other instruments of assignment, transfer and delivery and shall take such other actions as any other party hereto reasonably may request in order to consummate, complete and carry out the transactions contemplated by this Agreement.

Section 10.12. Third Party Beneficiaries. Except for those Persons expressly entitled to indemnification pursuant to Article 8, there are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto and the Persons expressly entitled to indemnification pursuant to Article 8 and their respective successors, heirs and assigns, any rights, remedies, obligations.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

ESTA INVESTMENTS PTE LTD

By:	/s/ Rohit Sipahimalani
	Name:	Rohit Sipahimalani
	Title:	Authorised Signatory