BUSINESS OPERATION AGREEMENT
THIS
BUSINESS OPERATION AGREEMENT (this “Agreement”) is entered into on April l
2010 between:
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(1)
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Beijing Yangguang Jiaze Network
Technology Limited, with its registered office at Room 3-702.
International Financial Center, ▇▇.▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. (“Party
A”)
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(2)
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▇▇▇▇▇▇ Information Technology
(Beijing) Co., Ltd, with its registered office at ▇▇▇▇ ▇▇▇▇, ▇▇.▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. (“Party
B”)
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(3)
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▇▇▇▇▇ ▇▇▇, holder of the PRC Identity Card No.
610103197209193692, with residence at No.41. Daxue Donglu, Beilin Qu, Xian
Shi, Shanxi, China;
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Cao Ping, holder of the PRC
Identity Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with residence at ▇▇. ▇▇, ▇ ▇▇▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi,
China;
▇▇▇ ▇▇▇▇▇▇▇▇, holder of the
PRC Identity Card No. 420106197310014867, with residence at No. 99601, Rencai
Fuwu Zhongxin ▇▇.▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇;
Jiang Yu, holder of the PRC
Identity Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with residence at ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇;
▇▇ ▇▇▇▇▇▇, holder of the PRC
Identity Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with Residence at ▇▇▇▇ ▇▇▇, ▇▇.▇▇, ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇;
Lin Xianzhen, holder of the
PRC Identity Card No. 350321197403276416, with residence at ▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Xincun, Meilie Qu, Sanming Shi, Fujian, China;
Liu Lingtang, holder
of the PRC Identity Card No.
61010419500104613X, with
residence at ▇▇. ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ Qu, Xian Shi, Shanxi,
China;
Ni Bin, holder of the PRC
Identity Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with residence at Room602, ▇▇.▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇;
Shi Wentao,
holder of the PRC Identity Card No. 610103197912200436, with residence at ▇▇.▇▇
▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇.▇ ▇▇▇▇, ▇▇▇▇▇▇ Nanlu, ▇▇▇▇▇ Qu, Xian Shi, Shanxi,
China;
Tian Xianlu, holder of the PRC
Identity Card No. 5102031957083110817, with residence at ▇▇.▇▇ ▇▇, ▇▇.▇ Ganghua
Cun, Dadukou Qu, Chongqing, China;
▇▇▇▇ ▇▇▇▇, holder of the PRC
Identity Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with residence at ▇▇▇▇ ▇-▇-▇, ▇▇.▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇,▇▇▇▇▇▇ Qu, Shenyang Shi, Liaoning, China;
Wei Jianhna, holder of the PRC
Identity Card No. 342129195204120348, with residence at ▇▇▇▇ ▇▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Jieshou Shi, Anhui, China;
▇▇ ▇▇, holder of the PRC Identity
Card No. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, with residence at ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇.▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
Futian Qu, Shenzhen Shi Guangdong, China;
▇▇▇▇ ▇▇▇▇▇▇▇, holder of the
PRC Identity Card No. 610103195603060442, with residence at No.5, 3Ceng, Unit3,
▇▇.▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇;
All the
individuals set out above are collectively referred to as “Party
C”;
Each of
Party A, Party B or Party C is individually referred to herein as a
“Party”, and collectively as the “Parties”.
RECITALS:
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(1)
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WHEREAS, Party A, a
foreign wholly-owned enterprise duly organised and existing under PRC
laws, owns considerable knowledge in the online game research and
development, online game software maintenance and technical
support.
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(2)
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WHEREAS, Party B, a
private enterprise in China located at Beijing, China, focusing on the
research, development and operation of the online
game..
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(3)
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WHEREAS, Party C are all
the shareholders of Party B. Party C possess 100% equity interests of
Party B.
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(4)
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WHEREAS, Party A and
Party B have already executed Exclusive Collaboration Agreement. The
Parties agree to execute this Agreement in order to facilitate the
collaboration.
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NOW, THEREFORE, parties hereby
agree as follows:
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I.
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DAILY MANAGEMENT OF
THE BUSINESS
OPERATION
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1.1
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Party
A provides guidance and advice on Party B’s daily operations and financial
management systems.
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1.2
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Party
C must elect the
candidates recommended by Party A as Party B’s directors, and procure the
appointment of Party B’s senior executives as Party A’s
designation.
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1.3
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Party
B and Party C agree that without the prior consent of Party A, Party B
will not engage in any transactions that could materially affect the
assets, business, personnel, rights, liabilities or operations of Party B,
including (a) incurrence or assumption of any indebtedness of more than
RMB4,000,000; (b) sale or purchase of any assets or rights; (c) incurrence
of any encumbrance on any of its assets or intellectual property rights in
favor of a third party; (d) amendment of its articles of association; or
(e) change of its normal operation
procedures.
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II.
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CONSIDERATIONS
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3.1.
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This
Agreement is an integrated part of the executed Exclusive Collaboration
Agreement by Party A and Party B, The compensation of the services
provided by Party A under this Agreement has been included in the
Exclusive Collaboration Agreement.
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III.
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BREACH OF
AGREEMENT
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4.1.
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If
Party B or Party C breaches this Agreement, Party A is entitled to
terminate all the Agreements executed with Party B and Party C. Party B
shall indemnify Party A as agreed. Alternatively, Party A could choose to
request for the exercise and enforcement of the security rights on the
equity of Party B according to the Shares Pledge Agreement executed by
Party A and the Shareholders of Party B. In this case, Party B shall not
refuse or withhold in any manner the exercise of Party A’s security
rights.
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IV.
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TERM AND
TERMINATION
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5.1.
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The
term of this Agreement will be 20 years, commencing from the date of this
Agreement, Upon the expiration. Party A has the sole discretion to renew
the agreement for another 20 years without obtaining the consent of Party
B.
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5.2.
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Any
Party will be deemed to have breached the Agreement if it fails to perform
any obligations hereinto; the non-breaching Party is entitled to issue
written notice to terminate this Agreement to the breaching Party if the
breaching Party has not taken any measures to cure or remedy the breach
within 30 business days of the written notice to cure such breaches
notified by the non-breacbing Party. However, Party B and/or Party C shall
not have the right to terminate this Agreement due to any breach of any
provision of this Agreement by Party C and/or Party
B.
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V.
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GOVERNING LAW AND DISPUTE SETTLEMENT
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6.1.
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The
execution, validity, interpretation and implementation of this Agreement
shall be governed by the laws of People’s Republic of
China.
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6.2.
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If
a dispute arises in connection with the interpretation or implementation
of this Agreement, the Parties shall attempt in the first instance to
resolve any such dispute through friendly consultations among themselves
and/or mediation by a neutral third party. If the dispute cannot be
resolved in the aforementioned manner within thirty (30) days after the
commencement of discussions, any Party may submit the dispute to
arbitration.
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6.3.
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Any
dispute arising in connection with this Agreement shall be submitted to
the China International Economic and Trade Arbitration Commission and
should be resolved in accordance with the Arbitration Rules of
CIETAC.
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6.4.
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The
arbitration award shall be final and binding on the Parties. The costs of
arbitration shall be borne by the losing Party, unless otherwise
determined by the arbitration
panel.
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6.5.
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During
arbitration, the Parties shall, to the extent possible, continue to
implement those parts of this Agreement not being
arbitrated.
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VI.
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MISCELLANEOUS
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8.1
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The
provisions of this Agreement may not be waived, modified or amended except
by an instrument in writing signed by the Parties (which instrument shall
be attached as an Appendix hereto).
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8.2
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Failure
or delay on the part of either Party to exercise any right
under this Agreement shall not be deemed as a waiver
thereof.
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8.3
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The
invalidity of any provision of this Agreement shall not affect the
validity of any other provision of this Agreement which is unrelated to
that provision.
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8.4
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Party
B and/or Party C may not assign or otherwise transfer its rights or
obligations under this Agreement without the prior written consent of
Party A.
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8.5
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This
Agreement shall become effective as of the date when
this Agreement is duly signed by the
Parties.
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8.6
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This
Agreement is executed in three (3) originals in English and in
Chinese, with each Party holding one (1) set of originals. In the
event of a conflict, the Chinese version will
prevail.
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(Rest of
this page shall be left blank; execution page is on the following
page)
THE PARTIES HERETO have executed or caused this
Agreement to be executed by their duly authorized representatives as of the date
first indicated above.
Party
A:
Beijing
Yangguang Jiaze Network Technology Co., Ltd.,
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/s/ ▇▇▇ ▇▇▇▇▇
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Authorized
representative
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Stamp:
Date: April
1, 2010
Party
B:
▇▇▇▇▇▇
Information Technology (Beijing) Co., Ltd.
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/s/ ▇▇▇ ▇▇▇▇▇
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Authorized
representative
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Stamp:
Date: April
1, 2010
Party
C:
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▇▇▇▇▇
▇▇▇,
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/s/ ▇▇▇▇▇ ▇▇▇
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▇▇▇
▇▇▇▇,
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/s/ ▇▇▇ ▇▇▇▇
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▇▇▇
▇▇▇▇▇▇▇▇
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/s/ Gao ▇▇▇▇▇▇▇▇
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▇▇▇▇▇
Yu
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/s/ Jiang ▇▇
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▇▇
▇▇▇▇▇▇,
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/s/ Li ▇▇▇▇▇▇
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▇▇▇
Xianzhen,
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/s/ Lin ▇▇▇▇▇▇▇▇
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▇▇▇
Lingtang,
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/s/ Liu Lingtang
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Ni
Bin,
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/s/ Ni Bin
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Shi
Wentao,
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/s/ Shi ▇▇▇▇▇▇
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▇▇▇▇
Xianlu,
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/s/ Tian Xianlu
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▇▇▇▇
▇▇▇▇,
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/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇
▇▇▇▇▇▇▇,
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/s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇
▇▇,
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/s/ ▇▇ ▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇,
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇
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