CUSIP No. 81941U105
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|
1. |
Names of Reporting Persons.
Premium Lead Company Limited
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x
(b) o
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3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
PF, OO
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of Shares Beneficially
Owned by
Each Reporting
Person With
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7.
|
Sole Voting Power 0
|
8.
|
Shared Voting Power 349,801,719 Class B ordinary Shares(1)
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|
9. |
Sole Dispositive Power 0
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|
10. |
Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
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14. |
Type of Reporting Person (See Instructions)
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CO
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(1)
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representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Shanda Interactive Entertainment Limited, which is in turn wholly owned by Premium Lead Company Limited.
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(2)
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percentage calculated based on total Class B ordinary shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A ordinary shares (including Class A ordinary shares represented by American Depositary Shares “ADSs”) and 349,801,719 Class B ordinary shares were outstanding.
|
(3)
|
each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of August 31, 2014.
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CUSIP No. 81941U105
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|
1. |
Names of Reporting Persons.
Shanda Interactive Entertainment Limited
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x
(b) o
|
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
PF, OO
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6.
|
Citizenship or Place of Organization
Cayman Islands
|
Number of Shares Beneficially
Owned by
Each Reporting
Person With
|
7. |
Sole Voting Power 0
|
8. |
Shared Voting Power 349,801,719 Class B ordinary Shares (1)
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|
9. |
Sole Dispositive Power 0
|
|
10. |
Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
|
14. |
Type of Reporting Person (See Instructions)
|
CO
|
(1)
|
representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Shanda Interactive Entertainment Limited, a Cayman Islands corporation.
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(2)
|
percentage calculated based on total Class B ordinary shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 349,801,719 Class B ordinary shares were outstanding.
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(3)
|
each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of August 31, 2014.
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CUSIP No. 81941U105
|
|
1. |
Names of Reporting Persons.
Shanda SDG Investment Limited
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a)
(b)
|
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
PF, OO
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
6. |
Citizenship or Place of Organization
British Virgin Islands
|
Number of Shares Beneficially
Owned by
Each Reporting
Person
With
|
7. |
Sole Voting Power 0
|
8. |
Shared Voting Power 349,801,719 Class B ordinary Shares (1)
|
|
9. |
Sole Dispositive Power 0
|
|
10. |
Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
|
14. |
Type of Reporting Person (See Instructions)
|
CO
|
(1)
|
representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation.
|
(2)
|
percentage calculated based on total Class B ordinary shares outstanding as of August 31, 2014. As of August 31, 2014, 187,395,237 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 349,801,719 Class B ordinary shares were outstanding.
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(3)
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each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of August 31, 2014.
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1)
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Premium Lead Company Limited (“Premium Lead”), a company established under the laws of the British Virgin Islands, with its registered office at Woodbourne Hall, Road Town, Tortola, British Virgin Islands, its principal business address at 8 Stevens Road 257819 Singapore and its principal business in investment holding;
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2)
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Shanda Interactive Entertainment Limited (“Shanda Interactive”), a company established under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, its principal business address at 8 Stevens Road 257819 Singapore and its principal business in investment holding;
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3)
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Shanda SDG Investment Limited (“SDG” and together with Premium Lead and Shanda Interactive, the “Reporting Persons”), a company established under the laws of the British Virgin Islands, with its registered office at Commere House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, its principal business address at Unit 403A, 4/F Golden Centre, 188 Des Voeux Road Central, Hong Kong and its principal business in investment holding.
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Exhibit 7.01:
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Joint Filing Agreement dated January 30, 2014 (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.02:
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Proposal dated January 27, 2014 (incorporated by reference to Exhibit 7.02 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.03:
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Consortium Agreement dated January 27, 2014 (incorporated by reference to Exhibit 7.03 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.04:
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PV Share Purchase Agreement dated January 27, 2014 (incorporated by reference to Exhibit 7.04 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.05:
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PW Share Purchase Agreement dated April 18, 2014 (incorporated by reference to Exhibit 7.05 of the Schedule 13D/A filed by the Reporting Persons on April 21, 2014)
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Exhibit 7.06:
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PW Adherence Agreement dated April 18, 2014 (incorporated by reference to Exhibit 7.06 of the Schedule 13D/A filed by the Reporting Persons on April 21, 2014)
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Exhibit 7.07:
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FV Adherence Agreement dated April 25, 2014 (incorporated by reference to Exhibit 7.07 of the Schedule 13D/A filed by the Reporting Persons on April 28, 2014)
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Exhibit 7.08:
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Carlyle Adherence Agreement dated May 19, 2014 (incorporated by reference to Exhibit 7.08 of the Schedule 13D/A filed by the Reporting Persons on May 19, 2014)
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Exhibit 7.09:
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Orient Share Purchase Agreement dated August 31, 2014
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Exhibit 7.10:
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Haitong Share Purchase Agreement dated September 1, 2014
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Exhibit 7.11:
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Ningxia Share Purchase Agreement dated September 1, 2014
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Exhibit 7.12:
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Orient Adherence Agreement dated September 1, 2014
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Exhibit 7.13:
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Haitong Adherence Agreement dated September 1, 2014
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Exhibit 7.14:
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Ningxia Adherence Agreement dated September 1, 2014
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Exhibit 7.15:
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Withdrawal Notice dated September 1, 2014
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Exhibit 7.16:
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Primavera Withdrawal Notice dated September 1, 2014
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Exhibit 7.17:
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Consent and Release dated September 1, 2014
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Premium Lead Company Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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Shanda Interactive Entertainment Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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Shanda SDG Investment Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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SELLER:
SHANDA SDG INVESTMENT LIMITED
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||||
By: | /s/ Tianqiao Chen | |||
Name: | Tianqiao Chen | |||
Title: | Director |
PURCHASER:
ORIENT FINANCE HOLDINGS (HONG KONG) LIMITED
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|||||
By: | /s/ Ning Guan | ||||
Name: | Ning Guan | ||||
Title: | Chief Executive Officer |
SELLER:
SHANDA SDG INVESTMENTLIMITED
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||||
By: | /s/ Tianqiao Chen | |||
Name: | Tianqiao Chen | |||
Title: | Director |
PURCHASER:
SHANGHAI BUYOUT FUND L.P.
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|||||
BY: HAITONG M&A CAPITAL MANAGEMENT (SHANGHAI) CO., LTD. , its general partner
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|||||
By: | /s/ Yanhua Yang | ||||
Name: | Yanhua Yang | ||||
Title: | Chairman of the Board |
SELLER:
SHANDA SDG INVESTMENTLIMITED
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||||
By: | /s/ Tianqiao Chen | |||
Name: | Tianqiao Chen | |||
Title: | Director |
PURCHASER:
NINGXIA ZHONGYINCASHMERE INTERNATIONAL GROUP CO., LTD.
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||||
By: | /s/ Shengming Ma | |||
Name: | Shengming Ma | |||
Title: | Chairman of the Board |
(A)
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On January 27, 2014, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to Shanda Games Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), pursuant to which the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.
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(B)
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Additional sponsors may be admitted to the Consortium pursuant to Section 1.2(f) of the Consortium Agreement.
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(C)
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On April 18, 2014, Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Perfect World”), entered into an adherence agreement with the Existing Parties, pursuant to which Perfect World became a party to the Consortium Agreement.
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(D)
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On April 25, 2014, FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“FountainVest”), entered into an adherence agreement with the Existing Parties and Perfect World, pursuant to which FoundtainVest became a party to the Consortium Agreement.
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(E)
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On May 19, 2014, Cap IV Engagement Limited, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Cap IV”), entered into an adherence agreement with the Existing Parties, Perfect World and FountainVest, pursuant to which Cap IV became a party to the Consortium Agreement.
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(F)
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On September 1, 2014, each of Perfect World, FountainVest and Cap IV withdrew from the Consortium.
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(G)
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The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.
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1.
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DEFINED TERMS AND CONSTRUCTION
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1.1
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Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
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1.2
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This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
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2.
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UNDERTAKINGS
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2.1
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Assumption of obligations
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3.
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REPRESENTATIONS AND WARRANTIES
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3.1
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The New Sponsor represents and warrants to each of the other Parties as follows:
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3.1.1
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Status
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3.1.2
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Due Authorization
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3.1.3
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Legal, Valid and Binding Obligation
|
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3.1.4
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Reliance
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4.
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NOTICE
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5.
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GOVERNING LAW.
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6.
|
DISPUTE RESOLUTION.
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6.1
|
Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The Tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
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6.2
|
Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.2 is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.1 in any way.
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7.
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SPECIFIC PERFORMANCE.
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8.
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TERMINATION.
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ORIENT FINANCE HOLDINGS (HONG KONG) LIMITED
|
|||
By: | /s/ Ning Guan | ||
Name: | Ning Guan | ||
Position: | Chief Executive Officer | ||
Notice details
Address: 28/F-29/F, 100 Queen’s Road Central, Central, Hong Kong
Email: gning@orientsec.com.cn
Facsimile: +852-22599188
|
By: | /s/ Tianqiao Chen | |
Name: | Tianqiao Chen | |
Title: |
Director
|
By: | ||
Name: | ||
Title: |
|
|
1.
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Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands
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|
2.
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Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands
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(A)
|
On January 27, 2014, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to Shanda Games Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), pursuant to which the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.
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(B)
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Additional sponsors may be admitted to the Consortium pursuant to Section 1.2(f) of the Consortium Agreement.
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(C)
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On April 18, 2014, Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Perfect World”), entered into an adherence agreement with the Existing Parties, pursuant to which Perfect World became a party to the Consortium Agreement.
|
(D)
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On April 25, 2014, FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“FountainVest”), entered into an adherence agreement with the Existing Parties and Perfect World, pursuant to which FoundtainVest became a party to the Consortium Agreement.
|
(E)
|
On May 19, 2014, Cap IV Engagement Limited, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Cap IV”), entered into an adherence agreement with the Existing Parties, Perfect World and FountainVest, pursuant to which Cap IV became a party to the Consortium Agreement.
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(F)
|
On September 1, 2014, each of Perfect World, FountainVest and Cap IV withdrew from the Consortium.
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(G)
|
The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.
|
1.
|
DEFINED TERMS AND CONSTRUCTION
|
1.1
|
Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
|
1.2
|
This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
|
2.
|
UNDERTAKINGS
|
2.1
|
Assumption of obligations
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3.1
|
The New Sponsor represents and warrants to each of the other Parties as follows:
|
|
3.1.1
|
Status
|
|
3.1.2
|
Due Authorization
|
|
3.1.3
|
Legal, Valid and Binding Obligation
|
|
3.1.4
|
Reliance
|
4.
|
NOTICE
|
5.
|
GOVERNING LAW.
|
6.
|
DISPUTE RESOLUTION.
|
6.1
|
Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The Tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
|
6.2
|
Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.2 is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.1 in any way.
|
7.
|
SPECIFIC PERFORMANCE.
|
8.
|
TERMINATION.
|
SHANGHAI BUYOUT FUND L.P.
|
|||
BY: HAITONG M&A CAPITAL MANAGEMENT (SHANGHAI) CO., LTD. , its general partner
|
|||
By: | /s/ Yanhua Yang | ||
Name: | Yanhua Yang | ||
Position: | Chairman of the Board |
By: | /s/ Tianqiao Chen | |
Name: | Tianqiao Chen | |
Title: |
Director
|
By: | ||
Name: | ||
Title: |
|
1.
|
Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands
|
|
2.
|
Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands
|
(A)
|
On January 27, 2014, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to Shanda Games Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), pursuant to which the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.
|
(B)
|
Additional sponsors may be admitted to the Consortium pursuant to Section 1.2(f) of the Consortium Agreement.
|
(C)
|
On April 18, 2014, Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Perfect World”), entered into an adherence agreement with the Existing Parties, pursuant to which Perfect World became a party to the Consortium Agreement.
|
(D)
|
On April 25, 2014, FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“FountainVest”), entered into an adherence agreement with the Existing Parties and Perfect World, pursuant to which FoundtainVest became a party to the Consortium Agreement.
|
(E)
|
On May 19, 2014, Cap IV Engagement Limited, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Cap IV”), entered into an adherence agreement with the Existing Parties, Perfect World and FountainVest, pursuant to which Cap IV became a party to the Consortium Agreement.
|
(F)
|
On September 1, 2014, each of Perfect World, FountainVest and Cap IV withdrew from the Consortium.
|
(G)
|
The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.
|
1.
|
DEFINED TERMS AND CONSTRUCTION
|
1.1
|
Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
|
1.2
|
This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
|
2.
|
UNDERTAKINGS
|
2.1
|
Assumption of obligations
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3.1
|
The New Sponsor represents and warrants to each of the other Parties as follows:
|
3.1.1
|
Status
|
3.1.2
|
Due Authorization
|
3.1.3
|
Legal, Valid and Binding Obligation
|
3.1.4
|
Reliance
|
4.
|
NOTICE
|
5.
|
GOVERNING LAW.
|
6.
|
DISPUTE RESOLUTION.
|
6.1
|
Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The Tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
|
6.2
|
Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.2 is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.1 in any way.
|
7.
|
SPECIFIC PERFORMANCE.
|
8.
|
TERMINATION.
|
NINGXIA ZHONGYINCASHMEREINTERNATIONAL GROUP CO., LTD. | |||
By: | /s/ Shengming Ma | ||
Name: | Shengming Ma | ||
Position: | Chairman of the Board |
By: | /s/ Tianqiao Chen | |
Name: | Tianqiao Chen | |
Title: |
Director
|
By: | ||
Name: | ||
Title: |
|
1.
|
Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands
|
2.
|
Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands
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1.
|
Each of Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Perfect World”), FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands (“FV Investment”), and CAP IV Engagement Limited, a company limited by shares incorporated and existing under the laws of Cayman Islands (“CAP IV”, together with Perfect World and FV Investment, the “Withdrawing Parties”) hereby withdraws from the Consortium. The withdrawal by the Withdrawing Parties from the Consortium (the “Withdrawal”) will become effective upon the counter-signing of this Withdrawal Notice by each of Shanda Interactive and Primavera (together, the “Remaining Parties”).
|
2.
|
Upon the effectiveness of the Withdrawal, each Withdrawing Party shall cease to be a party to the Agreement and shall not be liable to any other Withdrawing Party or any Remaining Party under or in relation to the Agreement, whether in respect of actions taken by such Withdrawing Party prior to, on or after the date of this Withdrawal Notice; provided that the provisions of Section 6.2 (Confidentiality) of the Agreement shall remain in full force and effect and continue to bind the Withdrawing Parties.
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3.
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Upon the effectiveness of the Withdrawal, each Remaining Party shall cease to be liable to any Withdrawing Party under or in relation to the Agreement, whether in respect of actions taken by such Remaining Party prior to, on or after the date of this Withdrawal Notice; provided that (i) the provisions of Section 6.2 (Confidentiality) of the Agreement shall remain in full force and effect and continue to bind the Remaining Parties and (ii) the Remaining Parties shall pay, on behalf of the Withdrawing Party, the reasonable fees, expenses and disbursements of advisors (including, for the avoidance of doubt, Clifford Chance, Commerce and Finance Law Offices, KPMG, Latham & Watkins, McKinsey & Company and Shin & Kim) incurred by the Withdrawing Party on behalf of and for the benefit of the
|
|
Consortium between January 27, 2014 and the date hereof in connection with the Transaction and such fees, expenses and disbursements shall be deemed Consortium Transaction Expenses and be payable by the Remaining Parties upon consummation of the Transaction or at the time of termination of the Agreement, whichever comes earlier.
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4.
|
In consideration of the covenants, agreements and undertakings of the parties under this Withdrawal Notice, upon the effectiveness of this Withdrawal Notice, except for obligations remaining after the effectiveness of the Withdrawal as expressly stated herein, each Withdrawing Party, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Withdrawing Party Releasors”) hereby releases, waives and forever discharges each Remaining Party and each of their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, “Remaining Party Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, obligations, costs, expenses, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured (collectively, “Claims”), which any of such Withdrawing Party Releasors ever had, now have, or may have against any of such Remaining Party Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the Agreement.
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5.
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In consideration of the covenants, agreements and undertakings of the parties under this Withdrawal Notice, upon the effectiveness of this Withdrawal Notice, except for obligations remaining after the effectiveness of the Withdrawal as expressly stated herein, each Remaining Party, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Remaining Party Releasors”) hereby releases, waives and forever discharges each Withdrawing Party and each of their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, “Withdrawing Party Releasees”) of and from any and all Claims which any of such Remaining Party Releasors ever had, now have, or may have against any of such Withdrawing Party Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the Agreement.
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6.
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This Withdrawal Notice shall be governed by, and construed and enforced in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
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7.
|
This Withdrawal Notice may be executed and delivered (including by facsimile transmission, e-mail of .pdf version or delivery of photographic copy via text message or WeChat) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement
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PERFECT WORLD CO., LTD.
|
||||
By: | /s/ Hong Xiao | |||
Name: |
Hong Xiao
|
|||
Title: | Chief Executive Officer |
FV INVESTMENT HOLDINGS
|
||||
By: | /s/ TANG Kui | |||
Name: |
TANG Kui
|
|||
Title: | Director |
CAP IV ENGAGEMENT LIMITED
|
||||
By: | /s/ Eric Zhang | |||
Name: | Eric Zhang | |||
Title: | Managing Director |
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
|
|||||
By: | /s/ Tianqiao Chen | ||||
Name: | Tianqiao Chen | ||||
Title: | Director | ||||
Date: | 09/01/2014 |
PRIMAVERA CAPITAL (CAYMAN) FUND I L.P.
|
|||||
BY: PRIMAVERA CAPITAL (CAYMAN) GP1 L.P., ITS GENERAL PARTNER
|
|||||
BY: PRIMAVERA (CAYMAN) GP1 LTD, ITS GENERAL PARTNER
|
|||||
By: | /s/ Lawrence Wang | ||||
Name: |
Lawrence Wang
|
||||
Title: |
Authorized Signatory
|
||||
Date: | 09/01/2014 |
1.
|
The Withdrawing Party hereby withdraws from the Consortium. The withdrawal by the Withdrawing Party from the Consortium (the “Withdrawal”) will become effective upon the counter-signing of this Withdrawal Notice by each of Shanda Interactive, Orient Finance, Haitong and Zhongyincashmere (collectively, the “Remaining Parties”).
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2.
|
Upon the effectiveness of the Withdrawal, the Withdrawing Party shall cease to be a party to the Agreement and shall not be liable to any Remaining Party under or in relation to the Agreement, whether in respect of actions taken by the Withdrawing Party prior to, on or after the date of this Withdrawal Notice; provided that the provisions of Section 6.2 (Confidentiality) of the Agreement shall remain in full force and effect and continue to bind the Withdrawing Party.
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3.
|
Upon the effectiveness of the Withdrawal, each Remaining Party shall cease to be liable to the Withdrawing Party under or in relation to the Agreement, whether in respect of actions taken by such Remaining Party prior to, on or after the date of this Withdrawal Notice; provided that (i) the provisions of Section 6.2 (Confidentiality) of the Agreement shall remain in full force and effect and continue to bind the Remaining Parties and (ii) the Remaining Parties shall pay, on behalf of the Withdrawing Party, the reasonable fees, expenses and disbursements of advisors (including, for the avoidance of doubt, Clifford Chance, Commerce and Finance Law Offices, KPMG, Latham & Watkins, McKinsey & Company and Shin & Kim) incurred by the Withdrawing Party on behalf of and for the benefit of the Consortium between January 27, 2014 and the date hereof in connection with the Transaction and such fees, expenses and disbursements shall be deemed Consortium Transaction Expenses and be payable by the Remaining Parties upon consummation of the Transaction or at the time of termination of the Agreement, whichever comes earlier.
|
4.
|
In consideration of the covenants, agreements and undertakings of the parties under this Withdrawal Notice, upon the effectiveness of this Withdrawal Notice, except for obligations remaining after the effectiveness of the Withdrawal as expressly stated herein, the Withdrawing Party, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Withdrawing Party Releasors”) hereby releases, waives and forever discharges each Remaining Party and each of their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, “Remaining Party Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, rights, obligations, costs, expenses, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured (collectively, “Claims”), which any of such Withdrawing Party Releasors ever had, now have, or may have against any of such Remaining Party Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the Agreement.
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5.
|
In consideration of the covenants, agreements and undertakings of the parties under this Withdrawal Notice, upon the effectiveness of this Withdrawal Notice, except for obligations remaining after the effectiveness of the Withdrawal as expressly stated herein, each Remaining Party, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, “Remaining Party Releasors”) hereby releases, waives and forever discharges the Withdrawing Party and each of its respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, “Withdrawing Party Releasees”) of and from any and all Claims which any of such Remaining Party Releasors ever had, now have, or may have against any of such Withdrawing Party Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the Agreement.
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6.
|
This Withdrawal Notice shall be governed by, and construed and enforced in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
|
7.
|
This Withdrawal Notice may be executed and delivered (including by facsimile transmission, e-mail of .pdf version or delivery of photographic copy via text message or WeChat) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement
|
PRIMAVERA CAPITAL (CAYMAN) FUND I L.P. | ||||
BY: PRIMAVERA CAPITAL (CAYMAN) GP1 L.P., ITS GENERAL PARTNER | ||||
BY: PRIMAVERA (CAYMAN) GP1 LTD, ITS GENERAL PARTNER | ||||
By: | /s/ Lawrence Wang | |||
Name:
|
Lawrence Wang | |||
Title:
|
Authorized Signatory |
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
|
|||||
By: | /s/ Tianqiao Chen | ||||
Name:
|
Tianqiao Chen | ||||
Title:
|
Director | ||||
Date: | 09/01/2014 |
ORIENT FINANCE HOLDINGS (HONG KONG) LIMITED
|
|||||
By: | /s/ Ning Guan | ||||
Name:
|
Ning Guan | ||||
Title:
|
Chief Executive Officer | ||||
Date: | 09/01/2014 |
SHANGHAI BUYOUT FUND L.P.
|
|||||
BY: HAITONG M&A CAPITAL MANAGEMENT (SHANGHAI) CO., LTD. , its general partner
|
|||||
By: | /s/ Yanhua Yang | ||||
Name:
|
Yanhua Yang | ||||
Title:
|
Chairman of the Board | ||||
Date: | 09/01/2014 |
NINGXIA ZHONGYINCASHMERE INTERNATIONAL GROUP CO., LTD.
|
|||||
BY: HAITONG M&A CAPITAL MANAGEMENT (SHANGHAI) CO., LTD. , its general partner
|
|||||
By: | /s/ Shengming Ma | ||||
Name:
|
Shengming Ma | ||||
Title:
|
Chairman of the Board | ||||
Date: | 09/01/2014 |
|
1.
|
Effective upon consummation of the transactions contemplated by the Haitong SPA, (i) all remaining obligations, whether actual or contingent, of PV and its affiliates under the PV Share Purchase Agreement, and PW and its affiliates under the PW Share Purchase Agreement, as applicable, shall automatically terminate; and (ii) all remaining obligations, whether actual or contingent, of the Seller and its affiliates under the PV Share Purchase Agreement and the PW Share Purchase Agreement shall automatically terminate.
|
|
2.
|
In consideration of the covenants, agreements and undertakings of the parties under this Consent and Release, effective upon the consummation of the transactions contemplated by the Haitong SPA, the Seller, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, "Seller Releasors") hereby releases, waives and forever discharges PV, PW and each of their respective present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, " PV/PW Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, obligations, costs, expenses, claims, and demands, of every kind and
|
|
|
nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured (collectively, "Claims"), which any of such Seller Releasors ever had, now have, or may have against any of such PV/PW Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the PV Share Purchase Agreement or the PW Share Purchase Agreement.
|
|
3.
|
In consideration of the covenants, agreements and undertakings of the parties under this Consent and Release, effective upon the consummation of the transactions contemplated by the Haitong SPA, PV, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, "PV Releasors") hereby releases, waives and forever discharges the Seller and each of its present and former parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, successors and assigns (collectively, "Seller Releasees") of and from any and all Claims which any of such PV Releasors ever had, now have, or may have against any of such Seller Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the PV Share Purchase Agreement.
|
|
4.
|
In consideration of the covenants, agreements and undertakings of the parties under this Consent and Release, effective upon the consummation of the transactions contemplated by the Haitong SPA, PW, on behalf of itself and its present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors and assigns (collectively, "PW Releasors") hereby releases, waives and forever discharges the Seller Releasees of and from any and all Claims which any of such PW Releasors ever had, now have, or may have against any of such Seller Releasees by reason of any matter, cause, or thing whatsoever arising out of or relating to the PW Share Purchase Agreement.
|
|
5.
|
This Consent and Release shall be governed by, and construed and enforced in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
|
|
6.
|
This Consent and Release may be executed and delivered (including by facsimile transmission, e-mail of .pdf version or delivery of photographic copy via text message or WeChat) in one or more counterparts, all of which when executed and delivered shall be considered one and the same agreement.
|
SHANDA SDG INVESTMENT LIMITED
|
|||
By: | /s/ Tianqiao Chen | ||
Name: | Tianqiao Chen | ||
Title: | Director |
PRIMAVERA CAPITAL (CAYMAN) FUND I L.P.
|
||||
BY: PRIMAVERA CAPITAL (CAYMAN) GP1 L.P., ITS GENERAL PARTNER
|
||||
BY: PRIMAVERA (CAYMAN) GP1 LTD, ITS GENERAL PARTNER
|
||||
By: | /s/ Lawrence Wang | |||
Name: | Lawrence Wang | |||
Title: | Authorized Signatory |
PERFECT WORLD CO., LTD.
|
||||
By: | /s/ Hong Xiao | |||
Name: | Hong Xiao | |||
Title: | Chief Executive Officer |
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