Exhibit 8
Dated the 10th day of February 2016
GUO Lingyun, ZHOU Xu and SHI Wenyong
(as Settlors)
AND
JTC TRUSTEES (BVI) LIMITED
(as Trustee)
DEED OF GIFT
This deed is dated 10 February 2016
PARTIES
(1) | GUO Lingyun of No.4 Building, Yard 11, Hepingli East Street, Dongcheng District, Beijing, China,ZHOU Xuof Room 801, 5F, No 8 Building, Zhen Wu Miao 4 Xi Cheng District, Beijing, Xhinaand SHI Wenyong of No.4 Building, Yard 11, Hepingli East Street, Dongcheng District, Beijing, China (the “Settlors”). |
(2) | JTC TRUSTEES (BVI) LIMITED of Ritter House, 5th Floor, P.O. Box 3200, Road Town, Tortola VG1110, British Virgin Islands(the “Trustee”). |
BACKGROUND
(A) | The Settlors have established a Trust known as The RPL Trust (the “Trust”) by Deed of Settlement dated 10 February 2016 (the “Trust Deed”). |
(B) | The Trustee is the sole current Trustee of the Trust. |
(C) | The Settlors are the sole legal and beneficial owners of the assets specified in Paragraph 1 of the Schedule (the “Assets”). |
(D) | The Settlors wish to gift the Assets to the Trustee as an accretion to the Trust property. |
(E) | The Trustee wishes to accept the Assets as an accretion to the Trust property. |
1. TRANSFER
The Settlors hereby absolutely and irrevocably gifts, gives, grants, conveys, transfers and assigns the Property to the Trustee, for no consideration of any kind whatsoever, to hold on the terms provided in the Trust Deed as an accretion to the Trust property, and directs the Holders to take any and all steps and to execute any and all documents necessary to give effect to this clause.
2. ACCEPTANCE
The Trustee hereby accepts the Assets as an accretion to the Trust.
2. GOVERNING LAW AND JURISDICTION
The law governing the Trust Deed governs this deed and the courts having jurisdiction over the Trust Deed have non-exclusive jurisdiction in matters relating to it.
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
THE SCHEDULE
GUO Lingyun | 10,400 shares of US$1.00 each in the capital of RPL Global Limited (“RPL”), a company duly incorporated and existing under the laws of British Virgin Islands | |
ZHOU Xu | 6,650 shares in RPL | |
SHI Wenyong | 2,950 shares in RPL |
SIGNED as a deed and delivered by | ) | |||||||
GUO Lingyun | ) | |||||||
in the presence of witness | ) | |||||||
) | /s/ GUO Lingyun | |||||||
GUO Lingyun | ||||||||
/s/ Xu Ying | ||||||||
Witness name: | Xu Ying | |||||||
Witness address: | No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing, China | |||||||
Witness occupation: | Board Secretary | |||||||
SIGNED as a deed and delivered by | ) | |||||||
ZHOU Xu | ) | |||||||
in the presence of witness | ) | |||||||
) | /s/ ZHOU Xu | |||||||
ZHOU Xu | ||||||||
/s/ Xu Ying | ||||||||
Witness name: | Xu Ying | |||||||
Witness address: | No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing, China | |||||||
Witness occupation: | Board Secretary | |||||||
SIGNED as a deed and delivered by | ) | |||||||
SHl Wenyong | ) | |||||||
in the presence of witness | ) | |||||||
) | /s/ SHI Wenyong | |||||||
SHI Wenyong | ||||||||
/s/ Xu Ying | ||||||||
Witness name: | Xu Ying | |||||||
Witness address: | No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing, China | |||||||
Witness occupation: | Board Secretary |
The Common Seal of | ) | |||||
JTC TRUSTEES (BVI) LIMITED | ) | |||||
was hereunto affixed in the presence of | ) | |||||
) | /s/ Michelle Le Herissier | |||||
Michelle Le Herissier | ||||||
Director |