DEPOSIT AGREEMENTDeposit Agreement • October 18th, 2007 • Longtop Financial Technologies LTD • Services-computer programming services • New York
October , 2007 DEPOSIT AGREEMENT by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY...Deposit Agreement • October 19th, 2007 • Longtop Financial Technologies LTD • Services-computer programming services • New York
DEPOSIT AGREEMENT, dated as of October , 2007 by and among (i) Longtop Financial Technologies Limited, a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank AG, acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between Longtop Financial Technologies Limited, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of , 2007 (the “Effective Date”) by and between Longtop Financial Technologies Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
Underwriting AgreementLongtop Financial Technologies LTD • October 22nd, 2007 • Services-computer programming services • New York
Longtop Financial Technologies Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I attached hereto (the “Underwriters”) an aggregate of 8,529,500 American Depositary Shares representing 8,529,500 ordinary shares, par value US$ 0.01 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to 470,500 additional American Depositary Shares representing 470,500 Ordinary Shares, and the shareholders of the Company named in Schedule II attached hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 1,905,000 American Depositary Shares representing 1,905,000 Ordinary Shares and, at the election of the Underwriters, up to 1,095,000 additional American Depositary Shares representing 1,095,000 Ordinary Shares. The aggregate of 10,
Well Active International Limited Purchase Agreement for Ordinary Shares Longtop Financial Technologies LimitedLongtop Financial Technologies LTD • October 2nd, 2007
The undersigned, Well Active International Limited (“Well Active”) and the Grantee, a PRC National), named in Schedule A hereto, hereby agree as follows:
Contribution and Amendment AgreementContribution and Amendment Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This Contribution and Amendment Agreement (this “Agreement”) is made and entered into as of August , 2007, by and among Longtop Financial Technologies Limited, a company incorporated under the laws of the Cayman Islands whose registered office is located at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (“Longtop Cayman”); Longtop Financial Technologies Limited, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Longtop BVI”); and the “Shareholders” identified as such on Schedule A hereto (the “Shareholders”).
Purchase and Sale Contract for R&D Building of Xiamen Software Park IILongtop Financial Technologies LTD • July 1st, 2008 • Services-computer programming services
Party A and Party B, pursuant to the Contract Law of The People’s Republic of China, Law of the People’s Republic of China on Urban Real Estate Administration, Interim Measures on Management of Xiamen Software Park, Interim Sales Management Measures on Xiamen Software Park R&D Building as well as other relevant stipulations of laws and regulations, have reached the following property purchase and sale agreement on the basis of equality, voluntaries and negotiation.
Share Transfer AgreementShare Transfer Agreement • June 29th, 2009 • Longtop Financial Technologies LTD • Services-computer programming services
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • June 29th, 2009 • Longtop Financial Technologies LTD • Services-computer programming services
THIS OFFSHORE ASSET TRANSFER AGREEMENT (“Agreement”) is entered into on the 1st day of April 2009 in Beijing, People’s Republic of China (“PRC”)
Distribution Agreement and Waiver and Consent of ShareholdersDistribution Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS DISTRIBUTION AGREEMENT AND WAIVER AND CONSENT (this “Agreement and Consent”) is made as of July 2, 2007 by and among (i) Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “LFT”), (ii) Longtop International Holdings Limited, a company duly organized under the laws of the British Virgin Islands (“LTI”) (iii) the holders of Series A Preferred Shares, par value of US$0.01 per share, and Series B Preferred Shares, par value of US$0.01 per share, of the Company (collectively, “LFT Preferred Shares”) whose names are listed on the signature page under the caption “LFT Preferred Shareholders” (collectively, the “LFT Preferred Shareholders”), (iv) Cathay IT Financial Services Limited (“Cathay”) which is a holder of Ordinary Shares, par value of US$0.01 per share, of the Company (“LFT Ordinary Shares”), (v) the other holders of LFT Ordinary Shares whose names are listed on the signature page under the caption “Other LF
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is entered into as of the 19th day of December, 2006 by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), and the holders of Ordinary Shares of the Company listed on the Schedule of Ordinary Shareholders attached as Exhibit A hereto (each a “Ordinary Shareholder” and together the “Ordinary Shareholders”) and the investors listed on the Schedule of Investors attached as Exhibit B hereto, each of which is herein referred to as an “Investor.
EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2007 • Longtop Financial Technologies LTD • New York
EMPLOYMENT AGREEMENT, by and between Longtop Financial Technologies Limited (the “Company”), a Cayman Islands corporation, and , an individual (the “Employee”) effective as of the date of .
Longtop Financial Technologies Limited ADDENDUM TO MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • June 29th, 2009 • Longtop Financial Technologies LTD • Services-computer programming services
This Addendum to Management and Services Agreement (the “Addendum”), which is effective for the fiscal year ended March 31, 2009, by and between LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the Cayman Islands and any of its subsidiaries (“LFT”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (“LTI”).
LONGTOP FINANCIAL TECHNOLOGIES LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENT December 19, 2006Preferred Share Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 19th day of December, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”) and the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and, collectively, the “Investors”).
Real Estate Lease ContractLongtop Financial Technologies LTD • October 2nd, 2007
Abiding by the principle of equality and free will, Party A, Party B and Party C hereby enter into this Contract with respect to the lease of the Premises as defined below, on and subject to the terms and conditions as set forth below.
DATED THE 19TH DAY OF DECEMBER 2006Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of September 24, 2007 by and between LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the Cayman Islands and any of its subsidiaries (“LFT”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1011843) and any of its subsidiaries, (“LTI”).
Equity Transfer AgreementEquity Transfer Agreement • July 16th, 2010 • Longtop Financial Technologies LTD • Services-computer programming services
CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
This CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2007, by and between (i) Longtop International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“LTI”), and (ii) Longtop Financial Technologies Limited, a company incorporated under the laws of the British Virgin Islands (“LFT”).
Longtop Financial Technologies Limited Waiver of and Agreement to Terminate Certain Provisions of Subscription AgreementLongtop Financial Technologies LTD • October 2nd, 2007
We refer to a certain Subscription and Shareholders Agreement relating to Longtop Financial Technologies Limited (f/k/a Latest New Technology Limited), dated as of November 5, 2004, among Cathay ITFinancial Services Limited, Cathay Capital Holdings, L.P. (Cathay ITFinancial Services Limited and Cathay Capital Holdings, L.P., together, “Cathay”), Longtop Financial Technologies Limited, and the other persons and entities named as parties thereto (as the same may be amended from time to time, the “Subscription Agreement”). As used in this letter agreement, the term the “Company” will mean Longtop Financial Technologies Limited or a corporate successor to the Company incorporated in the Cayman Islands or another jurisdiction approved by Longtop Financial Technologies Limited’s Board of Directors and shareholders.
Xiamen Longtop System Co., Ltd. And College of Computer, National University of Defense Technology Agreement on Establishing a Joint Lab for Advanced Software TechnologyLongtop Financial Technologies LTD • October 2nd, 2007
With a view to a long-term cooperative relationship, Party A and Party B decide to set up the “Joint Lab for Advanced Software Technology between Longtop and College of Computer, NUDT”. Abiding by the principles of “cooperation between school and enterprise, complementation of advantages, risk sharing and interest sharing”, hereby enter into this Agreement with respect to relevant issues.
DATED THE 14TH DAY OF JUNE 2007Subscription and Shareholders Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
LONGTOP FINANCIAL TECHNOLOGIES LIMITED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2006Investors’ Rights Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 19th day of December, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and collectively, the “Investors”) and each of the individuals listed on Schedule B attached hereto (the “Ordinary Shareholders”).
and and and and andSubscription and Shareholders Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
Corporate information of the above subsidiaries of the Company is set out in Schedule 2 of this Agreement. The corporate structure of the Group as at the date of this Agreement is depicted in Part A of Schedule 3 of this Agreement.
Human Resource Service ContractLongtop Financial Technologies LTD • July 1st, 2008 • Services-computer programming services
To serve the business development purpose, Party A has established a long term human resource service partnership with Party B. According to the Labor Law of the People’s Republic of China, and other relevant laws and regulations regarding human resource agent service, both Parties enter into this Contract through friendly consultation.
Business and Asset Transfer AgreementSupplementary Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
Employment ContractEmployment Contract • October 19th, 2007 • Longtop Financial Technologies LTD • Services-computer programming services
In accordance with the Labor Law of the People’s Republic of China, other relevant Chinese laws, regulations, policies and rules, and the local labor-related regulations of Xiamen, China (collectively, “Chinese Law”), the Parties hereby agree, based on mutual consultation and understanding, to enter into this Contract and comply with the terms hereof.
Asset Transfer Agreement by and among FEnet Co., Ltd. Deng Xinping, as Management Shareholder And Longtop Financial Technologies Limited May 2007Asset Transfer Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD
GRAND LEGEND HOLDINGS LIMITED SHARES SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Hong Kong
SHARE TRANSFER AGREEMENT relating to LONGTOP INTERNATIONAL HOLDINGS LIMITED by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, SHUANGJIAN CHEN, YUFENG LIANG, NEIL FITZGERALD, and LONGTOP...Share Transfer Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS AGREEMENT is made and entered into as of January 3, 2007 (the “Closing Date”), by and among LONGTOP FINANCIAL TECHNOLOGIES LIMITED, a company incorporated under the laws of the British Virgin Islands (IBC No. 412947) whose registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“LTBVI”), SHUANGJIAN CHEN, a United States citizen (“Chen”), YUFENG LIANG, a citizen of the People’s Republic of China (“Liang”), NEIL FITZGERALD, a Canadian citizen (“Fitzgerald”), WORLD LONGEVITY TECHNOLOGY AND SCIENCE FOUNDATION LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1060074) whose registered office is located at, OMC Chambers, P. O. Box 3152, Road Town, Tortola, British Virgin Islands (“World Longevity”), and LONGTOP INTERNATIONAL HOLDINGS LIMITED, a company incorporated under the laws of the British Virgin Islands (No. 1011843) whose registered office is located at P.O. Box 3444, Road Town, Tort
DATED THE 13th DAY OF JUNE 2006Longtop Financial Technologies LTD • October 2nd, 2007
LONGTOP FINANCIAL TECHNOLOGIES LIMITED SERIES A PREFERRED SHARE PURCHASE AGREEMENT June 7, 2006Preferred Share Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • New York
THIS PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of June, 2006, by and among Longtop Financial Technologies Limited, an International Business Company under the laws of the British Virgin Islands (the “Company”), the investors listed on Schedule A hereto (each of which is herein referred to as an “Investor” and, collectively, the “Investors”), and each of the individuals listed on Schedule B attached hereto (the “Founders”).
WELL ACTIVE INTERNATIONAL LIMITED BLOOMWELL INTERNATIONAL LIMITED NOMINEE AGREEMENTNominee Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Virgin Islands
This Agreement is being executed as of May 17, 2007 and is made effective as of February 16, 2006 between BLOOMWELL INTERNATIONAL LIMITED, a British Virgin Islands corporation (the “Owner”), Well Active International Limited, a British Virgin Islands corporation (“Well Active”) and Zhang Weijie, Li Ying Ling, and Chen Ni (collectively, the “Nominees”).
MINECODE LLC LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT February 14, 2007Limited Liability Company Interest Purchase Agreement • October 2nd, 2007 • Longtop Financial Technologies LTD • Washington
This LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT, dated February 14, 2007, by and among Longtop International Inc., a Delaware corporation (the “Purchaser”) with a mailing address of 100 Overlook Center, 2nd Floor, Princeton, New Jersey 08540, on the one hand, and each of the individuals identified as a “Member” on Schedule A hereto (each a “Member” and collectively the “Members” and sometimes referred to as the Sellers), on the other hand.
