Exhibit 4.76
Exclusive Share Purchase Agreement
This Exclusive Share Purchase Agreement (this “Agreement”) is signed by the following parties on January 29, 2024:
Party A: Beijing iQIYI Optical Era Technology Co., Ltd.
Party B:
Party B1: GONG Yu
ID No.: ***
Party B2: WANG Xiaohui
ID No.: ***
Party C: Beijing iQIYI Yinhua Media Co., Ltd.
The parties above, upon friendly negotiation, with respect to the matter that Party A or any third party designated by Party A purchase the shareholdings held by Party B in Party C, reach an agreement as follows, for the parties to observe:
1. Exclusive Share Option
The share option obtained by Party A hereunder is exclusive, unconditional and irrevocable.
2. Procedure
3. Transfer Price
4. Warranties and Undertakings
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5. Appendixes
The appendixes shall form an integral part of this Agreement and have the same legal force as the other parts of this Agreement.
6. Confidentiality
All provisions hereof and this Agreement itself are confidential information. Each party shall not disclose the confidential information to any third party other than the senior staff members, directors, employees, agents and professional consultants relating to this project who assume the obligation of confidentiality; except the circumstances that the parties, pursuant to the provisions of law, are required to disclose the information relevant to this document to governments, the public or shareholders or submit this document to relevant authorities for record.
This Article 6 shall survive the modification, termination or rescission of this Agreement.
7. Breaching Liabilities
In the event that one party fails to perform any obligation hereunder, or any representation or warranty of the Party hereunder is materially untrue or inaccurate, the party breaches this Agreement, and shall compensate for all losses of the other parties.
8. Force Majeure
An force majeure event refers to any event unforeseeable by anyone of the parties and the occurrence of such event is unavoidable, uncontrollable and insurmountable to such party at the execution date of this Agreement (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot).
Where a force majeure event affects the performance of the Agreement, the party which encounters the force majeure shall immediately: (i) notify the other parties by way of telegraph, fax or other electronic means, and provide a written proof of the force majeure within fifteen (15) working days; (ii) take all reasonable and possible measures to eliminate or mitigate the impact of the force majeure event, and resume the performance of its relevant obligations upon elimination or mitigation of the impact of the force majeure event. Depending on the extent of the impact on the performance of this Agreement, all parties shall, by consultation, decide whether to terminate the Agreement or whether to partially exempt the performance obligations of this Agreement or whether to delay the performance of the Agreement.
9. Supplementary Provisions
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(signature page for the Exclusive Share Purchase Agreement)
Party A:
Beijing iQIYI Optical Era Technology Co., Ltd. (Seal)
[Company seal is affixed]
Signature by Legal Representative / Authorized Representative: | /s/ Authorized Signatory |
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Party B: | |
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Party B1: GONG Yu | |
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Signature: | /s/ GONG Yu |
Party B2: WANG Xiaohui | |
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Signature: | /s/ WANG Xiaohui |
Party C:
Beijing iQIYI Yinhua Media Co., Ltd. (Seal)
[Company seal is affixed]
Signature by Legal Representative / Authorized Representative: | /s/ Authorized Signatory |
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Appendix I:
Share Transfer Contract
This Share Transfer Contract (hereinafter referred to as this “Contract”) was entered into by the following two parties in [ ], China on [ dd/mm/yy ].
Transferor: [ ], ID No. [ ]
Transferee: [ ]
The above two parties reach by friendly negotiation an agreement on share transfer as follows:
Transferor: [ ]
Signature:
Transferee: [ ]
Signature:
Appendix II
Letter of Consent
To: Beijing iQIYI Optical Era Technology Co., Ltd.
As a shareholder of Beijing iQIYI Yinhua Media Co., Ltd. (the “Company”), I hereby agree and confirm as follows:
GONG Yu /WANG Xiaohui
Signature:
Appendix III:
Exercise Notice
To: | All shareholders of Beijing iQIYI Yinhua Media Co., Ltd.; and / or |
Beijing iQIYI Yinhua Media Co., Ltd.
Whereas our company executed the Exclusive Share Purchase Agreement with you on [ dd/mm/yy ] and agreed that you shall, according to our company’s requirement, sell to our company or the transferee designated by our company the shares you hold in Beijing iQIYI Yinhua Media Co., Ltd., subject to the conditions permitted by relevant laws and regulations of PRC.
Therefore, our company hereby gives you this notice as follows:
We hereby demand the exercise of the option under the Exclusive Share Purchase Agreement through the purchase of the shares you hold, which represents [ ]% of the registered capital of Beijing iQIYI Yinhua Media Co., Ltd. (“Shares to Be Transferred”), by our company or the transferee designated by our company, for the price of RMB[ ]. Please, upon receipt of this Notice, immediately handle necessary formalities for selling all the Shares to Be Transferred to our company / the transferee designated by our company in accordance with the Exclusive Share Purchase Agreement.
Beijing iQIYI Optical Era Technology Co., Ltd. (Seal)
By: |
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Name: |
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Position: |
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Date: |
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