Shareholders Voting Agreement
Between
Youth Success Holding Limited
- and Alpha Master Global Limited
- and Qiao Tian Limited
- and Goldbless International Limited
- and Yang Shaoqian
- and Mu Sufang
- and Li Lin
- and Yang Qi
- and Wang Yong
8 November 2015
Shareholders Voting Agreement
The Agreement is jointly made and entered on 8 November 2015 by:
(1) Youth Success Holdings Limited (BVI Company Registration No.: 1816929), with the
registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
Virgin Islands ("Youth Success");
(2) Alpha Master Global Limited (BVI Company Registration No.: 1818804), with the registered
address at P.0. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands ("Alpha Master");
(3) Qiao Tian Limited (BVI Company Registration No.: 1812483), with the registered address at
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Qiao
Tian");
(4) Goldbless International Limited (BVI Company Registration No.: 1721047), with the
registered address at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin
Islands("Goldbless");
(5) Yang Shaoqian (PRC ID Card No.: 510103193702046213), with the domicile at No. 3, 3F,
Unit 547, Huangdian Bajing 2 Road, Qingyang District, Chengdu;
(6) Mu Sufang (PRC ID Card No.: 510103194104116220), with the domicile at Room 1901, 19F,
Yulin Building, No. 5, Xiangjunnanli, Chaoyang District, Beijing;
(7) Li Lin (PRC ID Card No.: 352622198008210037), with the domicile at Room 302, Unit 2,
Building 216, Baiziwan Dongli, Chaoyang District, Beijing;
(8) Yang Qi (PRC ID Card No.: 410204197705221044), with the domicile at Room 109, Building
No. 10, South Area, Zhonghong Beijing Xiangsu Community, Wuliqiao, North Chaoyang Road,
Beijing; and
(9) Wang Yong, (Hong Kong Identity Card No.: P376041 (7)), whose address is at 15A Balmoral
Road, #10-07 Belmond Green, Singapore.
Recital:
(A) Creative China Holdings Limited, which is a company incorporated in the Cayman Islands
(the "Company"), will apply to the Stock Exchange of Hong Kong Limited (the "SEHK") for
listing in the GEM board of the SEHK as the listing vehicle of Creative China Group (defined
below);
(B) Youth Success, which is a company incorporated in the British Virgin Islands indirectly and
wholly owned by Yang Shaoqian and Mu Sufang, will hold 45.21% of equity interests in the
Company upon the reorganization of Creative China Group for listing;
(C) Alpha Master, which is a company incorporated in the British Virgin Islands wholly owned by
Li Lin, will hold approximately 7.04% of equity interests in the Company upon the reorganization
of Creative China Group for listing;
(D) Qiao Tian, which is a company incorporated in the British Virgin Islands wholly owned by
Yang Qi, will hold approximately 3.01% of equity interests in the Company upon the
reorganization of Creative China Group for listing;
(E) Goldbless, which is a company incorporated in the British Virgin Islands wholly owned by
Wang Yong, will hold approximately 17.5% of equity interests in the Company upon the
reorganization of Creative China Group for listing;
(F) On 21 April 2015, Youth Success, Li Lin and Yang Qi signed an agreement (the "Control
Agreement"), pursuant to which Li Lin and Yang Qi shall follow and keep the pace with Party A
when exercising their voting rights at any shareholders' meeting;
(G) In order to procure Youth Success to comply with the requirements as specified in the Foreign
Investment Law of the People's Republic of China (Draft for Comment) promulgated on 19
January 2015 on the ultimate control person, all the parties hereto voluntarily enter into the
Agreement to make arrangements with respect to the exercise of the shareholders' voting rights of
the Company.
The Parties agree as follows:
1. Definitions
1.1 In this Agreement:
"Creative China Group" means, at any and all times, the Company and its subsidiaries, including
Galaxy Media Inc., Star Grand Investment Limited, Beijing New Talent
Media, Beijing Emphasis Media Co., Ltd., Beijing Great Wise Media Co.,
Ltd., Beijing New Image Media Co., Ltd., Beijing Joy Star Production Co.,
Ltd., Starry Knight Entertainment Co. Ltd., Beijing Octagons Impact
Communications Co., Ltd, and their subsidiaries and associates;
"Subsidiary" has the meaning ascribed thereto in Section 2 of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong).
1.2 Unless otherwise specified or the context requires, the words defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong)have the same meaning as the terms in this Agreement.
1.3 In this Agreement:
(A) Words indicating the singular also include the plural, vice versa.
(B) Any reference to any person shall include individuals, corporation, unincorporated body,
partnerships and all governmental institutions and agencies.
(C) Unless the context otherwise requires, any reference to any date or time means the date or
time of Hong Kong.
(D) The headings in this Agreement are inserted for convenience only and shall not affect the
interpretation of this Agreement.
1.4 The recitals and the schedules attached hereto shall be an integral part of this Agreement and
has the same legal force and meaning as the text of this Agreement.
2. With respect to the Control Agreement
2.1 It is unanimously agreed by Youth Success, Li Lin and Yang Qi that, the Control Agreement
shall become invalid as soon as the Agreement is signed and takes effects, and all arrangements
made thereunder shall be superseded by the arrangements hereunder.
3. Authorization of voting rights
3.1 For the purpose of authorization of the voting rights, Li Lin, Yang Qi and Wang Yong
further agree and undertake that, at the request of Youth Success (if any), they will sign the proxy
forms and delegate to and authorize Youth Success to exercise the voting rights on their behalf at
the shareholders' meeting of the Company.
3.2 Li Lin, Yang Qi and Wang Yong undertake to Youth Success that, unless with the prior
written consent from Youth Success, none of them shall, directly or in directly, assign, transfer,
charge, encumber or create any other rights (collectively "Proposed Transfer") over the interests in
the shares of the Company directly or indirectly possessed or owned thereby in any other way.
3.3 If Li Lin, Yang Qi or Wang Yong (as the case may be) can provide sufficient information
and/or legal opinions to make Youth Success and the Company satisfied that, the adoption and
acceptance of the Proposed Transfer will not cause the Company to be not under the control of
Chinese investors pursuant to Foreign Investment Law of the People's Republic of China (Draft
for Comments) promulgated on 19 January 2015, then relevant Proposed Transfer shall not be
limited by Article 2.2 hereof. For the avoidance of any doubt, Youth Success and the Company
shall have the right to make decisions at their absolute discretion on whether to adopt, accept and
agree on relevant Proposed Transfer or not.
4. Guarantee of each party hereto to the other parties
4.1 Each party hereto guarantees to the other parties that:
(A) it does not and will not create any pledge, mortgage or any other third party rights over the
shares of the Company held by it directly or indirectly;
(B) it has never been and will not be engaged in any matter that may affect any other parties in
taking actions and carrying out arrangements in concert hereunder; and
(C) it signs and performance this Agreement on a voluntary basis.
5. Termination
5.1 Termination: The Agreement will remain in full force until it is terminated by Youth Success
in writing, which shall have the sole and full discretion to terminate the Agreement.
5.2 Accrued rights and obligations: The termination of the Agreement shall not prejudice any right
or obligation accrued.
6. General provisions
6.1 Further Assurance: The parties hereto agree that, where the Agreement and the transactions
contemplated hereunder shall be performed and/or carried out as required by the Laws of Hong
Kong or due to any need or reasonably and acceptably, all the parties shall carry out (or cause to
be carried out) all further actions or matters, and sign and /or cause to be signed further relevant
documents.
6.2 No Waiver: In case of any failure of any party hereto to fulfill, relax, extend, indulge or any
delay in exercise of any rights and interests or remedies required by laws or the Agreement or the
capability to seek for any other rights and interests or remedies, such failure or delay shall not
constitute any waiver or amendment to seek for any other rights and interests or remedies. Single
or partial exercise of such rights and interests or remedies shall not prevent or impede any further
exercise or exercise of any other rights and interests or remedies.
6.3 Severability: If the Agreement is sought to be implemented, all the parties hereto shall
implement the terms hereof to the fullest extent possible of the laws of jurisdiction. Where any
provision or part thereof is considered to be invalid or unenforceable, such provisions (to the
extent of being invalid or unenforceable) shall be deemed as invalid and excluded from the
Agreement provided that the remaining provisions of the Agreement shall not be affected. The
Parties shall use their reasonable efforts to replace the relevant provisions with valid and
enforceable provisions, the effect of which is as close as possible to the intended effect of the
invalid and unenforceable provisions.
6.4 Each party (in case of a company) guarantees to the other parties that:
(A) It has the company strength required and has taken action necessary to implement this
Agreement;
(B) it has obtained all the approvals and sent all the notices for the implementation of the
Agreement, except for those approvals, consents or authorizations obtained subsequently in
accordance with the Agreement.
7. Legal rules
7.1 Governing Laws: The Agreement (and reference of any and all documents herein) is
governed by the laws of Hong Kong and shall take effect and be construed in accordance with the
laws of Hong Kong. The parties hereto unanimously agree that, it is appropriate to govern the
international transactions mentioned herein with the laws of Hong Kong.
7.2 The court with jurisdiction: for all the issues, disputes, actions, suits and legal proceedings
("Legal Proceedings") arising from or in connection with the Agreement, all parties hereto
irrevocably:
(A) accept and acknowledge courts in Hong Kong as the courts with non-exclusive jurisdiction;
and
(B) waive their powers to raise objection against the Legal Proceedings before such courts at any
time, waive their rights to claim that the such court is inappropriate for Legal Proceedings and
waive the rights to oppose the jurisdiction of the laws during such Legal Proceedings before such
courts.
Other courts with jurisdiction: It is not excluded in the Agreement that, any party hereto may go
through any Legal Proceeding before any court, after which any Legal Proceeding may be raised
in any other courts.
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