EXHIBIT 10.8
Private and Confidential Execution Copy
Exclusive Equity Transfer Call Agreement
among
Feng Tao
Shanghai NewMargin Venture Capital Co., Ltd.
Shanghai T2 Entertainment Co., Ltd.
and
T2CN Holding Limited
Regarding
Shanghai T2 Entertainment Co., Ltd.
November 4, 2004
FANGDA PARTNERS
22/F, Kerry Center
1515 Nan Jing West Road
Shanghai 200040, PRC
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Exclusive Equity Transfer Call Agreement
This Exclusive Equity Transfer Call Agreement (hereinafter this "Agreement") is
entered into in Shanghai of the People's Republic of China (hereinafter "PRC")
as of November 4, 2004 by and between the following Parties:
(1) Feng Tao
Address: Building 3 Xingguo Hotel, 78 Xingguo Road, Shanghai
Identity Card Number: 310106670509323
(2) Shanghai NewMargin Venture Capital Co., Ltd. (hereinafter "Shanghai
NewMargin") Registered Address: 99 Yinqiao Road, Pudong New District,
Shanghai, PRC Legal Representative: Dong Yeshun
(Feng Tao and Shanghai NewMargin hereinafter individually and collectively the
"Existing Shareholder(s)");
(3) Shanghai T2 Entertainment Co., Ltd., (hereinafter "T2 Entertainment")
Registered Address: 5th Floor 88 Qinjiang Road, Xuhui District,
Shanghai, PRC
Legal Representative: Feng Tao
and
(4) T2CN Holding Limited (hereinafter "Company")
Registered Address: Offices of S-HR&M Financial Services Limited of
Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands
Whereas:
(1) The Existing Shareholders are the enrolled shareholders of T2
Entertainment, legally holding all the equity of T2 Entertainment, and
their contributions to and their equity shares in the registered capital of
T2 Entertainment as of the date of this Agreement are as set out in
Appendix I hereto.
(2) The Existing Shareholders intend to transfer to the Company, and the
Company is willing to accept, all their respective equity share in T2
Entertainment, subject to PRC Law.
(3) In order to realize the above equity transfer, the Existing Shareholders
agree to jointly grant the Company with an irrevocable right for equity
transfer (hereinafter the "Transfer Right"), under which and to the extent
as permitted by the PRC Law, the Existing Shareholders shall on demand of
the Company transfer the Refined Equity (as defined below) to the Company
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and/or any other entity or individual designated by it in accordance with
the provisions contained herein.
(4) T2 Entertainment consents that the Existing Shareholders grant the Company
the Transfer Right according to this Agreement.
The Parties hereby have reached the following agreement upon mutual
consultations:
Article 1 - Definition
1.1 Except as otherwise construed in the context, the following terms in this
Agreement shall be interpreted to have the following meanings:
"PRC Law" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.
"Refined Equity" shall mean, in respect of each of the Existing Shareholders,
all its respective equity share in the T2 Entertainment Registered Capital (as
defined below); and in respect of both Existing Shareholders, the equity
accounting for 80% of the T2 Entertainment Registered Capital.
"T2 Entertainment Registered Capital" shall mean the registered capital of T2
Entertainment on the date of this Agreement, i.e., RMB1,000,000, and shall
include any expanded registered capital as the result of any capital increase
within the term of this Agreement.
"Transferred Equity" shall mean the equity of T2 Entertainment which the Company
has the right to require the Existing Shareholders to transfer to it or its
designated entity or individual when the Company exercises its Transfer Right
(hereinafter the "Exercise of Call") in accordance with Article 3.2 herein, the
amount of which may be all or part of the Refined Equity and the details of
which shall be determined by the Company at its own discretion in accordance
with the then valid PRC Law and from its commercial consideration.
"Transfer Price" shall mean all the considerations that the Company or its
designated entity or individual is required to pay to the Existing Shareholders
in order to obtain the Transferred Equity upon each Exercise of Option.
"Business Permits" shall mean any approvals, permits, filings, registrations
etc. which T2 Entertainment is required to have for legally and validly
operating its eight technical services in the field of computer hardware and
software development and all such other businesses, including but not limited to
the Business License of the Corporate Legal Person, the Tax Registration
Certificate, the Permit for Operations of Value-added Telecommunication
Businesses in respect of the business operations in internet information
services, the filing of internet electronic announcement services, the filing of
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computer network safety and such other relevant licenses and permits as required
then by PRC Laws;
"T2 Entertainment Assets" shall mean all the tangible and intangible assets
which T2 Entertainment owns or has the right to use during the term of this
Agreement, including but not limited to any immoveable and moveable assets, and
such intellectual property rights as trademarks, copyrights, patents,
proprietary know-how, domain name, software use right;
"Wholly-Owned Company" shall mean T2CN Information Technology (Shanghai) Co.,
Ltd., a wholly foreign owned enterprise duly incorporated and validly existing
under the PRC laws, with its legal address at Suite 22301-526, Pudong Software
Park, 498 Guo Shoujing Road, Pudong New District, Shanghai;
"Material Agreement" shall mean an agreement to which T2 Entertainment is a
party and which has a material impact on the businesses or assets of T2
Entertainment, including but not limited to the Exclusive Technical Service and
Consultancy Agreement between T2 Entertainment and the Wholly-Owned Company and
other agreements regarding T2 Entertainment's business;
"Shareholding Limit" shall have the meaning stipulated in Article 3.2 of this
Agreement.
"Exercise Notice" shall have the meaning stipulated in Article 3.5 of this
Agreement.
"Power of Attorney" shall have the meaning stipulated in Article 3.7 of this
Agreement.
"Confidential Information" shall have the meaning stipulated in Article 8.1 of
this Agreement.
"Defaulting Party" shall have the meaning stipulated in Article 11.1 of this
Agreement.
"Default" shall have the meaning stipulated in Article 11.1 of this Agreement.
Party's Rights shall have the meaning stipulated in Article 12.5 of this
Agreement.
1.2 The references to any PRC Law herein shall be deemed
(1) to include the references to the amendments, changes, supplements and
reenactments of such law, irrespective of whether they take effect
before or after the formation of this Agreement; and
(2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.
1.3 Except as otherwise stated in the context herein, all references to an
Article, clause, item or paragraph shall refer to the relevant part of this
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Agreement.
Article 2 - Grant of Transfer Call
2.1 The Existing Shareholders hereby separately and jointly agree to
exclusively grant the Company hereby irrevocably and without any additional
conditions with a Transfer Right, under which the Company shall have the
right to require the Existing Shareholders to transfer the Refined Equity
to the Company or its designated entity or individual in such method as set
out herein and as permitted by the PRC Law. The Company also agrees to
accept such Transfer Right.
2.2 T2 Entertainment hereby consents that the Existing Shareholders grant the
Company such Transfer Right according to Article 2.1 above and other
provisions in this Agreement.
Article 3 - Method for Exercise of Call
3.1 To the extent as permitted by the PRC Law, the Company shall have the
absolute discretionary right to determine the specific time, method and
times of its Exercise of Option.
3.2 If the then PRC Law permits the Company and/or other entity or individual
designated by it to hold all the equity of T2 Entertainment, then the
Company shall have the right to elect to exercise all of its Transfer Right
at once, where the Company and/or other entity or individual designated by
it shall accept all the Refined Equity from the Existing Shareholders at
once; if the then PRC Law permits the Company and/or other entity or
individual designated by it to hold only part of the equity in T2
Entertainment, the Company shall have the right to determine the amount of
the Transferred Equity within the extent not exceeding the upper limit of
shareholding ratio set out by the then PRC Law (hereinafter the
"Shareholding Limit"), where the Company and/or other entity or individual
designated by it shall accept such amount of the Transferred Equity from
the Existing Shareholders. In the latter case, the Company shall have the
right to exercise its Transfer Right at multiple times in line with the
gradual deregulation of the PRC Law on the permitted Shareholding Limit,
with a view to ultimately acquiring all the Refined Equity.
3.3 At each Exercise of Option by the Company, the Company shall have right to
determine the amount of the Transferred Equity transferred by each of the
Existing Shareholders to the Company and/or any other designated entity or
individual in such Exercise of Option. Each of the Existing Shareholders
shall transfer the Transferred Equity to the Company and/or other entity or
individual designated by it respectively in accordance with the amount
required by the Company. The Company and other entity or individual
designated by it shall pay the Transfer Price to each of the Existing
Shareholders who transferred the Transferred Equity for the Transferred
Equity accepted in each Exercise of Option.
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3.4 In each Exercise of Option, the Company may accept the Transferred Equity
by itself or designate any third party to accept all or part of the
Transferred Equity.
3.5 On deciding each Exercise of Option, the Company shall issue to both
Existing Shareholders a notice for exercising the Transfer Right
(hereinafter the "Exercise Notice", the form of the Exercise Notice is set
out as Appendix II hereto). The Existing Shareholders shall, upon receipt
of the Exercise Notice, forthwith transfer all the Transferred Equity in
accordance with the Exercise Notice in a lump sum to the Company and/or
other entity or individual designated by the Company in such method as
described in Article 3.3 herein.
3.6 The Existing Shareholders hereby jointly and severally undertake and
guarantee that once the Company issues the Exercise Notice:
(1) it shall immediately hold a shareholders' meeting and adopt a
resolution through the shareholders' meeting, and take all other
necessary actions to agree to the transfer of all the Transfer Right
to the Company and/or other entity or individual designated by it at
the Transfer Price;
(2) it shall immediately enter into an equity transfer agreement with the
Company and/or other entity or individual designated by it for
transfer of all the Transferred Equity to the Company and/or other
entity or individual designated by it at the Transfer Price; and
(3) it shall provide the Company with necessary support (including
providing and executing all the relevant legal documents, processing
all the procedures for government approvals and registrations and
bearing all the relevant obligations) in accordance with the
requirements of the Company and of the laws and regulations, in order
that the Company and/or other entity or individual designated by it
may take all the Transferred Equity free from any legal defect.
3.7 At the meantime of this Agreement, both Existing Shareholders shall
respectively enter into a power of attorney (hereinafter the "Power of
Attorney", the form of which is set out as Appendix III hereto),
authorizing in writing any person designated by the Company to, on behalf
of such Existing Shareholder, to enter into any and all of the legal
documents in accordance with this Agreement so as to ensure that the
Company and/or other entity or individual designated by it take all the
Transferred Equity free from any legal defect. Such Power of Attorney shall
be delivered for custody by the Company and the Company may, at any time if
necessary, require both Existing Shareholders to enter into multiple copies
of the Power of Attorney respectively and deliver the same to the relevant
government department.
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Article 4 - Transfer Price
At each Exercise of Option by the Company, all the Transfer Price to be paid
by the Company or the entity or individual designated by it to each of the
Existing Shareholders shall be equal to the applicable lowest price then
permitted under PRC laws.
Article 5 - Representations and Warranties
5.1 Each of the Existing Shareholders hereby jointly and severally represents
and warrants as follows, and such representations and warrants shall be
continuously valid as if made upon the transfer of the Transferred Equity:
5.1.1 Feng Tao is a PRC citizen with full capacity, with full and
independent legal status and legal capacity to execute, deliver and
perform this Agreement, and may act independently as a litigant
party.
5.1.2 Shanghai NewMargin is a limited liability corporation duly registered
and validly existing under the PRC laws, with independent status as a
legal person; it has full and independent legal status and legal
capacity to execute, deliver and perform this Agreement, and may act
independently as a litigant party.
5.1.3 It has full power and authorization to execute and deliver this
Agreement and all the other documents to be entered into by it in
relation to the transaction referred to herein, and it has the full
power and authorization to complete the transaction referred to
herein.
5.1.4 This Agreement is executed and delivered by the Existing Shareholder
legally and properly. This Agreement constitutes the legal and
binding obligations on it and is enforceable on it in accordance with
its terms and conditions.
5.1.5 The Existing Shareholder is the enrolled legal owner of the Refined
Equity as of the effective date of this Agreement, and except the
rights created by this Agreement, the Equity Pledge Agreement entered
into by it and the Wholly-Owned Company, and the Shareholders' Voting
Rights Proxy Agreement entered into by it and the Wholly-Owned Company
and T2 Entertainment, there is no lien, pledge, claim and other
encumbrances and third party rights on the Refined Equity. In
accordance with this Agreement, the Company and/or other entity or
individual designated by it may, upon the Exercise of Option, obtain
the proper title to the Transferred Equity free from any lien, pledge,
claim and other encumbrances and third party rights.
5.2 T2 Entertainment hereby represents and warrants as follows:
5.2.1 T2 Entertainment is a limited liability corporation duly registered
and validly existing under the PRC laws, with independent status as a
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legal person; T2 Entertainment has full and independent legal status
and legal capacity to execute, deliver and perform this Agreement,
and may act independently as a litigant party.
5.2.2 T2 Entertainment has full power and authorization to execute and
deliver this Agreement and all the other documents to be entered into
by it in relation to the transaction referred to herein, and it has
the full power and authorization to complete the transaction referred
to herein.
5.2.3 This Agreement is executed and delivered by T2 Entertainment legally
and properly. This Agreement constitutes legal and binding
obligations on it.
5.2.4 The Existing Shareholders are the only enrolled legal shareholders of
T2 Entertainment when this Agreement comes into effect. In accordance
with this Agreement, the Company and/or other entity or individual
designated by it may, upon the Exercise of Option, obtain the proper
title to the Transferred Equity free from any lien, pledge, claim and
other encumbrances and third party rights.
5.2.5 T2 Entertainment shall obtain complete Business Permits as necessary
for its operations upon this Agreement taking effect or November 15,
2004 at the latest, and T2 Entertainment shall have sufficient rights
and qualifications to operate within PRC the businesses of eight
technical services in the field of computer hardware and software
development, internet information, operations of network games and
other business relating to its current business structure. T2
Entertainment has conducted its business legally since its
establishment and has not incurred any cases which violate or may
violate the regulations and requirements set forth by the departments
of commerce and industry, tax, telecommunication, quality technology
supervision, labor and social security and other governmental
departments or any disputes in respect of breach of contract.
5.3 the Company hereby represents and warrants as follows:
5.3.1 the Company is a company with limited liability properly registered
and legally existing under the British Virgin Islands law, with an
independent status as a legal person and solely taking responsibility
to the extent of the issued shares. The Company has full and
independent legal status and legal capacity to execute, deliver and
perform this Agreement and may act independently as a litigant party.
5.3.2 the Company has full power and authorization to execute and deliver
this Agreement and all the other documents to be entered into by it
in relation to the transaction referred to herein, and it has the
full power and authorization to complete the transaction referred to
herein.
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5.3.3 This Agreement is executed and delivered by the Company legally and
properly. This Agreement constitutes the legal and binding
obligations on it.
Article 6 - Undertakings by Existing Shareholders
The Existing Shareholders hereby individually undertake as follows:
6.1 it must take all necessary measures during the term of this Agreement to
ensure that T2 Entertainment is able to obtain all the Business Permits
necessary for its business in a timely manner and all the Business Permits
remain in effect at any time.
6.2 Without the prior written consent by the Company during the term of this
Agreement,
6.2.1 no Existing Shareholders shall transfer or otherwise dispose of any
Refined Equity or create any encumbrance or other third party rights
on any Refined Equity;
6.2.2 it shall not increase or decrease the T2 Entertainment Registered
Capital;
6.2.3 it shall not dispose of or cause the management of T2 Entertainment
to dispose of any of the T2 Entertainment Assets (except as occurs
during the arm's length operations);
6.2.4 it shall not terminate or cause the management of T2 Entertainment to
terminate any Material Agreements entered into by T2 Entertainment,
or enter into any other Material Agreements in conflict with the
existing Material Agreements;
6.2.5 it shall not appoint or cancel or replace any executive directors,
supervisors or any other management personnel of T2 Entertainment to
be appointed or dismissed by the Existing Shareholders;
6.2.6 it shall not announce the distribution of or in practice release any
distributable profit, dividend or share profit or capital bonus;
6.2.7 it shall ensure that T2 Entertainment shall validly exist and prevent
it from being terminated, liquidated or dissolved;
6.2.8 it shall not amend the Articles of Association of T2
Entertainment; and
6.2.9 it shall ensure that T2 Entertainment shall not lend or borrow any
money, or provide guarantee or engage in security activities in any
other forms, or bear any substantial obligations other than on the
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arm's length basis.
6.3 It must make all its efforts during the term of this Agreement to develop
the business of T2 Entertainment, and ensure that the operations of T2
Entertainment are legal and in compliance with the regulations and that it
shall not engage in any actions or omissions which might harm the T2
Entertainment Assets or its credit standing or affect the validity of the
Business Permits of T2 Entertainment.
Article 7 - Undertakings by T2 Entertainment
7.1 If any consent, permission, waive or authorization by any third person, or
any approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any
government authority shall be handled or obtained in respect of the
execution and performance hereof and the grant of the Transfer Right
hereunder, T2 Entertainment shall nake its best endeavour to fulfill the
above conditions.
7.2 Without prior written consent by the Company, T2 Entertainment shall not
assist or permit the Existing Shareholders to transfer or otherwise dispose
of any Refined Equity or create any encumbrance or other third party rights
on any Refined Equity.
7.3 T2 Entertainment shall not conduct or permit any behavior or activity that
may adversely affect the interest of the Company under this Agreement.
Article 8 - Confidentiality Obligation
8.1 Notwithstanding the termination of this Agreement, the Existing
Shareholders shall be obligated to keep in confidence the following
information:
(i) the execution, performance and the contents of this Agreement; (ii) the
commercial secret, proprietary information and customer
information in relation to the Company known to or received by it as
the result of execution and performance of this Agreement; and
(iii) the commercial secrets, proprietary information and customer
information in relation to T2 Entertainment known to or received by it
as the shareholder of T2 Entertainment (hereinafter collectively the
"Confidential Information").
The Existing Shareholders may use such Confidential Information only for the
purpose of performing its obligations under this Agreement. No Existing
Shareholders shall disclose the above Confidential Information to any third
parties without the written consent from the Company, or they shall bear the
default liability and indemnify the losses.
8.2 Upon termination of this Agreement, both Existing Shareholders shall, upon
demand by the Company, return, destroy or otherwise dispose of all the
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documents, materials or software containing the Confidential Information and
suspend using such Confidential Information.
8.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
Article 9 - Term of Agreement
This Agreement shall take effect as of the date of formal execution by the
Parties, and shall terminate when all the Refined Equity is legally
transferred under the name of the Company and/or other entity or individual
designated by it in accordance with the provisions of this Agreement.
Article 10 - Notice
10.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and delivered
to the relevant Party.
10.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile or telex;
it shall be deemed to have been delivered when it is delivered if delivered
in person; it shall be deemed to have been delivered five (5) days after
posting the same if posted by mail.
Article 11 - Liability for Breach of Contract
11.1 The Parties agree and confirm that, if any party (hereinafter the
"Defaulting Party") breaches substantially any of the provisions herein or
omits substantially to perform any of the obligations hereunder, or fails
substantially to perform any of the obligations under this Agreement, such
a breach or omission shall constitute a default under this Agreement
(hereinafter a "Default"), then non-defaulting Party shall have the right
to require the Defaulting Party to rectify such Default or take remedial
measures within a reasonable period. If the Defaulting Party fails to
rectify such Default or take remedial measures within such reasonable
period or within ten (10) days of non-defaulting Party's notifying the
Defaulting Party in writing and requiring it to rectify the Default, then
non-defaulting Party shall have the right at its own discretion to select
any of the following remedial measures:
11.1.1 If the Defaulting Party is either the Existing Shareholders or T2
Entertainment, the Company shall be entitled to: (1) to terminate this
Agreement and require the Defaulting Party to indemnify it for all the
damage; (2) mandatory performance of the obligations of the Defaulting
Party hereunder and require the Defaulting Party to indemnify it for all
the damage.
11.1.2 If the Defaulting Party is the Company,the Existing Shareholders or T2
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Entertainment shall have right to require mandatory performance of the
obligations of the Defaulting Party hereunder and require the Defaulting
Party to indemnify it for all the damage.
11.2 The Parties agree and confirm that in no circumstances shall the Existing
Shareholders and T2 Entertainment request the termination of this Agreement
for any reason.
11.3 The rights and remedies set out herein shall be cumulative, and shall not
preclude any other rights or remedies provided by law.
11.4 Notwithstanding any other provisions herein, the validity of this Article
shall stand disregarding the suspension or termination of this Agreement.
Article 12 - Miscellaneous
12.1 This Agreement shall be prepared in the Chinese language in four (4)
original copies, with each involved Party holding one (1) copy hereof.
12.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to the Laws of the People's
Republic of China.
12.3 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties, and if the Parties cannot reach an
agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to China International
Economic and Trade Arbitration Commission Shanghai Branch for arbitration
in Shanghai in accordance with the arbitration rules of such Commission,
and the arbitration award shall be final and binding on all Parties.
12.4 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies by
such Party.
12.5 Any failure or delay by a Party in exercising any of its rights, powers and
remedies hereunder or in accordance with laws (hereinafter the "Party's
Rights") shall not lead to a waiver of such rights, and the waiver of any
single or partial exercise of the Party's Rights shall not preclude such
Party from exercising such rights in any other way and exercising the
remaining part of the Party's Rights.
12.6 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
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interpretation of the provisions hereof.
12.7 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
12.8 Upon execution, this Agreement shall substitute any other legal documents
previously executed by the Parties on the same subject. Any amendments or
supplements to this Agreement shall be made in writing and shall take
effect only when properly signed by the Parties to this Agreement.
12.9 Neither Existing Shareholders or T2 Entertainment shall assign any of its
rights and/or obligations hereunder to any third parties without the prior
written consent of the Company, and the Company shall have the right to
assign any of its rights and/or obligations hereunder to any of its
designated third parties upon notice to the Existing Shareholders and T2
Entertainment.
12.10 This Agreement shall be binding on the legal successors of the Parties.
[The following is intended to be blank]
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(Execution Page)
IN WITNESS HEREOF, the following Parties have caused this Exclusive Equity
Transfer Call Agreement to be executed as of the date and in the place first
here above mentioned.
Feng Tao
Signature: _____________
Shanghai NewMargin Venture Capital Co., Ltd.
(Company chop)
Signature by Authorized Representative: _____________
Name:
Position: Authorized Representative
Shanghai T2 Entertainment Co., Ltd.
(Company chop)
Signature by Authorized Representative: _____________
Name:
Position: Authorized Representative
T2CN HOLDING LIMITED
(Company chop)
Signature by Authorized Representative: _____________
Name:
Position: Authorized Representative
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Appendix I:
Basic Information of T2 Entertainment
------------------------------------------
Company Name: Shanghai T2 Entertainment Co., Ltd.
Registered Address: 5th Floor 88 Qinjiang Road, Xuhui District, Shanghai
Registered Capital: RMB1,000,000
Legal Representative: Feng Tao
Equity Structure:
- ------------------------------------------------------------------------
Shareholder's Name Contribution (RMB) Equity Contribution
Share Method
- ------------------------------------------------------------------------
Shanghai NewMargin RMB800,000 80% Currency
Venture Capital Co., Ltd.
- ------------------------------------------------------------------------
Feng Tao RMB200,000 20% Currency
- ------------------------------------------------------------------------
Total RMB1,000,000 100% /
- ------------------------------------------------------------------------
Executive Director: Feng Tao
Manager: Wang Ji
Financial Year: From January 1 to December 31 (Calendar Year)
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Appendix II:
Format of the Option Exercise Notice
-------------------------------------------
To: [Name of the Existing Shareholder(s)]
As the Company and you/your company and Shanghai T2 Entertainment Co., Ltd.
(hereinafter "T2 Entertainment") signed an Exclusive Equity Transfer Call
Agreement as of November 4, 2004 (hereinafter the "Call Agreement"), and reached
an agreement that you/your company shall transfer the equity you/your company
hold in T2 Entertainment to this Company or any third parties designated by the
Company on demand of the Company to the extent as permitted by the PRC Law and
regulations,
The Company hereby gives this Notice to you/your Company as follows:
This Company hereby requires to exercise the Transfer Option under the Call
Agreement and the Company/[name of company/individual] designated by the Company
shall accept the equity you/your company hold accounting for ______% of the T2
Entertainment Registered Capital (hereinafter the "Proposed Accepted Equity").
You/Your company is required to forthwith transfer all the Proposed Accepted
Equity to the Company/[name of designated company/individual] upon receipt of
this Notice in accordance with the agreed terms in the Call Agreement.
Best regards,
T2CN Holding Limited
(Company chop)
Authorized Representative: ____________
Date: ____________
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Appendix III:
Format of the Power of Attorney
I/The company, __________________, hereby irrevocably entrust
__________________ [with his/her identity card number of __________________]
, as the authorized representative of me/the company, to sign the Exclusive
Equity Transfer Call Agreement and other relevant legal documents among
me/the company, Shanghai T2 Entertainment Co., Ltd. and T2CN Holding Ltd.
regarding the Equity Transfer of Shanghai T2 Entertainment Co., Ltd.
Signature: /s/ Tao Feng
Date: ___________________
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