Exhibit 4.27
Exclusive Option Agreement
Of
Beijing Kuwo Technology Co., Ltd.
By and Among
All the shareholders listed in Schedule A
Yeelion Online Network Technology (Beijing) Co., Ltd.
And
Beijing Kuwo Technology Co., Ltd.
December 5, 2022
Exclusive Option Agreement
This Exclusive Option Agreement (the “Agreement”) is entered into on December 5, 2022, by and among the following Parties:
(All the shareholders listed in Schedule A separately and collectively referred to as the “Existing Shareholders”);
Registered address: B-521-B062, 5/F, Building 2, 1 Nongda South Road, Haidian District, Beijing
Registered address: B-207-161, 2/F, Building 2, 1 Nongda South Road, Haidian District, Beijing
(In this Agreement, each Party shall be referred to as a “Party” respectively or as the “Parties” collectively.)
Whereas:
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Therefore, the Parties hereby agree as follows upon mutual negotiations:
Article 1 Definition
“PRC Law” | means the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the PRC (excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region).
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“Equity Call Option” | means the option to purchase the equity interests in the Company granted by the Existing Shareholders to the WFOE pursuant to the terms and conditions of this |
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| Agreement.
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“Assets Call Option” | means the option to purchase any assets of the Company granted by the Company to the WFOE pursuant to the terms and conditions of this Agreement.
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“Option Equity Interest” | means, in respect of each Existing Shareholder, the equity interest owned by it (including the additional equity interest obtained by it due to capital increase, share transfer or any other reasons) in the Registered Capital (defined as follows) of the Company, and in respect of all the Existing Shareholders, the 100% equity interests in the Registered Capital of the Company.
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“Registered Capital of the Company” | means the registered capital of the Company as of the signing date of this Agreement, i.e., RMB26,068,822, and includes any increased registered capital within the term of this Agreement.
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“Transfer Equity Interests” | means the equity interests which the WFOE or its designated entity or individual is entitled to purchase from all Existing Shareholders or any Existing Shareholder at the request of the WFOE upon its exercise of the Equity Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the Option Equity Interest and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.
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“Transfer Assets” | means the assets of the Company which the WFOE or its designated entity or individual is entitled to purchase from the Company at the request of the WFOE upon its exercise of the Assets Call Option in accordance with Section 3 hereof, the amount of which may be all or part of the assets of the Company and shall be determined by the WFOE at its sole discretion in accordance with the then effective PRC Law and its commercial needs.
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“Exercise” | means the exercise of the Equity Call Option or Assets Call Option by the WFOE.
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“Transfer Price” | means the aggregate consideration payable to the Existing Shareholders or the Company by the WFOE or its designated entity or individual for the Transfer Equity Interests or the Transfer Assets in each Exercise.
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“Operating Licenses” | means any approvals, permits, filings or registrations |
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| which are necessary for the lawful and effective operation by the Company of all its businesses, including but not limited to the Business License, the Audio & Video Service Permission, the Value-added Telecommunication Service Business License, and other relevant licenses and permits as required by the then effective PRC Law.
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“Company Assets”
| means all the tangible and intangible assets which the Company owns or is entitled to use within the term of this Agreement, including but not limited to any fixed assets, moveable assets and intellectual property, including trademarks, copyrights, patents, proprietary technology, domain names and software use rights, etc.
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“Material Agreement” | means any agreement to which the Company is a party and which has material impact on the businesses or the assets of the Company, including but not limited to the Exclusive Technology Service Agreement entered into by and between the Company and the WFOE on July 12, 2016 and other material agreements relating to the business of the Company. |
Article 2 Grant of Equity Call Option and Assets Call Option
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Article 3 Manner of Exercise of Options
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Article 4 Transfer Price
Article 5 Representations and Warranties
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Article 6 Undertakings by the Existing Shareholders
Each of Existing Shareholders hereby severally and not jointly undertakes as follows:
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Article 7 Undertakings by the Company
Article 8 Confidentiality
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Article 9 Term of This Agreement
This Agreement shall become effective as of the date of the execution by the Parties. This Agreement is the final agreement reached between the Parties on the exclusive option and relevant issues which shall supersedes any and all prior consultations, negotiations or discussions, representations, memorandum, agreements or other documents (including but not limited to the Exclusive Option Agreement entered into by and among the Company, the WFOE, Shenzhen Qianhai Daizheng Music Culture Co., Ltd., Mr. Shi Lixue and Linzhi Lichuang Information Technology Co., Ltd. on August 1, 2022). In case of any conflict, contradiction or inconsistency, this Agreement shall prevail. This Agreement shall remain valid until all of the Option Equity Interest and the Company Assets have been lawfully transferred to the WFOE and/or its designated entity or individual in accordance with the provisions hereof.
Article 10 Notice
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Article 11 Default Liabilities
Article 12 Miscellaneous Provisions
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
We have executed the execution page of the Exclusive Option Agreement in respect of the Controlling Agreements of Beijing Kuwo Technology Co., Ltd., dated December 5, 2022 in four (4) counterparts.
Yeelion Online Network Technology (Beijing) Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Yeelion Online Network Technology (Beijing) Co., Ltd.
Signature page to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
We have executed the execution page of the Exclusive Option Agreement in respect of the Controlling Agreements of Beijing Kuwo Technology Co., Ltd., dated December 5, 2022 in four (4) counterparts.
Beijing Kuwo Technology Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Beijing Kuwo Technology Co., Ltd.
Signature page to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
We have executed the execution page of the Exclusive Option Agreement in respect of the Controlling Agreements of Beijing Kuwo Technology Co., Ltd., dated December 5, 2022 in four (4) counterparts.
Shenzhen Qianhai Daizheng Music Culture Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Shenzhen Qianhai Daizheng Music Culture Co., Ltd.
Signature page to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
We have executed the execution page of the Exclusive Option Agreement in respect of the Controlling Agreements of Beijing Kuwo Technology Co., Ltd., dated December 5, 2022 in four (4) counterparts.
Linzhi Lichuang Information Technology Co., Ltd.
(Company Chop)
Signed: /s/ Seal of Linzhi Lichuang Information Technology Co., Ltd.
Signature page to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
Schedule A
Basic information of the Company
Company Name: | Beijing Kuwo Technology Co., Ltd. |
Registered Address: | B-207-161, 2/F, Building 2, 1 Nongda South Road, Haidian District, Beijing |
Registered Capital: | RMB 26,068,822 Yuan |
Shareholding Structure: |
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# | Shareholder’s Name | Identification No. / Registration No. | Registered Capital (RMB/Yuan) | Shareholding Percentage |
1 | Shenzhen Qianhai Daizheng Music Culture Co., Ltd. | 91440300MA5GDLLP7X | 10,000,000 | 38.36% |
2 | Linzhi Lichuang Information Technology Co., Ltd. | 91540400MA6T10ME4F | 16,068,822 | 61.64% |
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| 26,068,822 | 100.00% |
Schedule A to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
Schedule B
Form of the Exercise Notice
To: [name of the Existing Shareholders]
In view of the Exclusive Option Agreement dated as of [ ], 20[ ] (the “Option Agreement”) entered into by and among the undersigned, Beijing Kuwo Technology Co., Ltd. (“the Company”) and [name of the Existing Shareholders], pursuant to which you shall, upon request by us and to the extent permitted by the PRC laws and regulations, transfer the equity interests of the Company held by you to us or any third party designated by us.
Therefore, we hereby issue this notice to you as follows:
We hereby request the exercise of the Equity Call Option under the Option Agreement and that the [ ]% equity interests of the Company held by you (the “Proposed Transferred Equity”) be transferred to us/ [name of the designated entity/individual]. You are required to promptly transfer all the Proposed Transferred Equity to us/ [name of the designated entity/individual] upon receipt of this notice in accordance with the terms of the Option Agreement.
Yours faithfully,
Yeelion Online Network Technology (Beijing) Co., Ltd.
(Company Chop)
Authorized Representative:
Date:
Schedule B to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement
Schedule C
Form of the Exercise Notice
To: Beijing Kuwo Technology Co., Ltd. (the “Company”)
In view of the Exclusive Option Agreement dated as [*], 20[*] (the “Option Agreement”) entered into by and among the undersigned, the Company and all the shareholders of the Company at that time, pursuant to which the Company shall, upon request by us and to the extent permitted by the PRC laws and regulations, transfer the assets of the Company to us or any third party designated by us.
Therefore, we hereby issue this notice to the Company as follows:
We hereby request the exercise of the Assets Call Option under the Option Agreement and that the assets of the Company as listed in the schedule attached hereto (the “Proposed Transferred Assets”) be transferred to us/ [name of the designated eneity/individual]. You are required to promptly transfer all the Proposed Transferred Assets to us/ [name of the designated entity/individual] upon receipt of this notice in accordance with the terms of the Option Agreement.
Yours faithfully,
Yeelion Online Network Technology (Beijing) Co., Ltd. |
(Company seal) |
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Authorized Representative: |
Date: |
Schedule C to Exclusive Option Agreement
of Beijing Kuwo Technology Co., Ltd. Controlling Agreement