SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

GLORY STAR NEW MEDIA GROUP HOLDINGS LIMITED

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G39973105

(CUSIP Number)

Bing Zhang

22F, Block B, Xinhua Technology Building,

No. 8 Tuofangying South Road,

Jiuxianqiao, Chaoyang District, Beijing, China 100016

+86-138-1035-5988

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 11, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* This Schedule constitutes Amendment No. 4 to the Schedule 13D filed by Happy Starlight Limited and Mr. Bing Zhang on February 24, 2020, Amendment No. 2 to the Schedule 13D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020, Amendment No. 1 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited on April 22, 2022 and an intial filing by Cheers Inc..

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G39973105 SCHEDULE 13D/A Page 2 of 33 pages

1	Names of Reporting Persons Happy Starlight Limited (“HSL”)
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 48,807,102*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 18,952,863

11	Aggregate Amount Beneficially Owned by Each Reporting Person 48,807,102*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 71.6%**
14	Type of Reporting Person CO

* Includes (i) 18,952,863 ordinary shares held directly by HSL and (ii) 29,854,239 ordinary shares subject to the Voting Proxies. See Item 4.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 3 of 33 pages

1	Names of Reporting Persons Cheers Inc.
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 29,854,239*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 29,854,239*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 43.8%**
14	Type of Reporting Person CO

* Includes 29,854,239 ordinary shares subject to the Voting Proxies. See Item 4.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 4 of 33 pages

1	Names of Reporting Persons Bing Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 760,000
	8	Shared Voting Power 49,567,102*
	9	Sole Dispositive Power 760,000
	10	Shared Dispositive Power 18,952,863

11	Aggregate Amount Beneficially Owned by Each Reporting Person 49,567,102*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 72.8%**
14	Type of Reporting Person IN

* Includes (i) 760,000 ordinary shares held directly by Mr. Bing Zhang, (ii) 18,952,863 ordinary shares held by HSL, of which Mr. Bing Zhang is the sole shareholder and director and (iii) 29,854,239 ordinary shares subject to the Voting Proxies. See Item 4.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 5 of 33 pages

1	Names of Reporting Persons Enjoy Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) WC; 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 6,554,116*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 6,554,116*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,554,116*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 9.6%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 6 of 33 pages

1	Names of Reporting Persons Jia Lu
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 165*
	8	Shared Voting Power 6,554,116*
	9	Sole Dispositive Power 165*
	10	Shared Dispositive Power 6,554,116*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,554,281*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 9.6%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 7 of 33 pages

1	Names of Reporting Persons Shah Capital Management, Inc.
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization State of North Carolina, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%**
14	Type of Reporting Person IA

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 8 of 33 pages

1	Names of Reporting Persons Shah Capital Opportunity Fund LP
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization State of Delaware, United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%**
14	Type of Reporting Person PN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 9 of 33 pages

1	Names of Reporting Persons Himanshu H. Shah
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United State of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 7,557,251*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 7,557,251*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 7,557,251*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 11.1%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 10 of 33 pages

1	Names of Reporting Persons Wealth Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 4,219,370*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 4,219,370*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,219,370*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.2%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 11 of 33 pages

1	Names of Reporting Persons Ronghui Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 2,749*
	8	Shared Voting Power 4,219,370*
	9	Sole Dispositive Power 2,749*
	10	Shared Dispositive Power 4,219,370*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,222,119*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.2%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 12 of 33 pages

1	Names of Reporting Persons Wei Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 720,595*
	8	Shared Voting Power 0
	9	Sole Dispositive Power 720,595*
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 720,595*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.1%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 13 of 33 pages

1	Names of Reporting Persons Rich Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 3,362,521*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,362,521*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,362,521*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.9%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 14 of 33 pages

1	Names of Reporting Persons Hui Lin
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 3,362,521*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,362,521*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,362,521*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 4.9%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 15 of 33 pages

1	Names of Reporting Persons Renny Consulting Ltd
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 20,000*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 20,000*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 20,000*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.03%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 16 of 33 pages

1	Names of Reporting Persons Lilly Starlight Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 947,232*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 947,232*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 947,232*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.4%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 17 of 33 pages

1	Names of Reporting Persons Hanying Li
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 967,232*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 967,232*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 967,232*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.4%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 18 of 33 pages

1	Names of Reporting Persons Song Gao
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 500,000*
	8	Shared Voting Power 0
	9	Sole Dispositive Power 500,000*
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 500,000*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.7%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 19 of 33 pages

1	Names of Reporting Persons Smart Best International Corporation
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 2,212,068*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,212,068*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,212,068*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.2%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 20 of 33 pages

1	Names of Reporting Persons Peiyuan Qiu
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 141,000*
	8	Shared Voting Power 2,212,068*
	9	Sole Dispositive Power 141,000*
	10	Shared Dispositive Power 2,212,068*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,353,068*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.5%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 21 of 33 pages

1	Names of Reporting Persons Zhengjun Zhang
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 1,334,299*
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,334,299*
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,334,299*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.0%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 22 of 33 pages

1	Names of Reporting Persons Nan Lu
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Hong Kong Special Administrative Region, People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 1,025,348*
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,025,348*
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,025,348*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.5%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 23 of 33 pages

1	Names of Reporting Persons Jianhua Wang
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 1,000,000*
	8	Shared Voting Power 0
	9	Sole Dispositive Power 1,000,000*
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 1.5%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 24 of 33 pages

1	Names of Reporting Persons Ring & King Investment Co., Limited
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) 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 257,525*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 257,525*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 257,525*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.4%**
14	Type of Reporting Person CO

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 25 of 33 pages

1	Names of Reporting Persons Ailin Xin
2	Check the Appropriate Box if a Member of a Group (a) ☒(b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 257,525*
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 257,525*

11	Aggregate Amount Beneficially Owned by Each Reporting Person 257,525*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.4%**
14	Type of Reporting Person IN

* Does not include certain ordinary shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

** Percentage calculated based on 68,122,402 ordinary shares outstanding as of February 28, 2022.

CUSIP No. G39973105 SCHEDULE 13D/A Page 26 of 33 pages

Explanatory Note

This Schedule constitutes Amendment No. 4 to the Schedule 13D filed by HSL and Mr. Bing Zhang (“Mr. Zhang”) on February 24, 2020 (as amended, the “HSL Original Schedule 13D”), Amendment No. 2 to the Schedule 13 D filed by Enjoy Starlight Limited and Mr. Jia Lu on February 24, 2020 (as amended, the “ESL Original Schedule 13D”), Amendment No. 1 to the Schedule 13D filed by each of Mr. Himanshu H. Shah, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, Ronghui Zhang, Wealth Starlight Limited, Wei Zhang, Hui Lin, Rich Starlight Limited, Hanying Li, Renny Consulting Ltd, Lilly Starlight Limited, Song Gao, Peiyuan Qiu, Smart Best International Corporation, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King Investment Co., Limited. on April 22, 2022 (as amended, the “Other Rollover Shareholders Schedule 13D”, together with the HSL Original Schedule 13D and the ESL Original Schedule 13D, the “Original Schedule 13Ds”) and an intial filing by Cheers Inc. (“Parent”), relating to the ordinary shares, par value $0.0001 per share (“Shares”), of Glory Star New Media Group Holdings Limited, a company organized under the laws of the Cayman Islands (the “Issuer”). Except as set forth herein, the Original Schedule 13Ds are unmodified and remain in full force and effect as to the applicable reporting persons thereof. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13Ds.

The principal executive offices of the Issuer are located at 22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, People’s Republic of China.

Shares of the Issuer are listed on the Nasdaq Capital Market under the symbol “GSMG.”

Item 2. Identity and Background.

Item 2 of the Original Schedule 13Ds is hereby amended and restated in its entirety as follows:

This Schedule is being filed by the following persons (each a “Reporting Person” and, collectively the “Reporting Persons”):

(i) HSL, a corporation organized under the laws of the British Virgin Islands with a principal business involving investments;

(ii) Parent, a limited liability company organized under the laws of the Cayman Islands wholly owned by HSL, with a principal business involving investments;

(iii) Mr. Bing Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director, chairman and executive officer of the Issuer and the sole director and shareholder of HSL;

(iv) Enjoy Starlight Limited, a corporation organized under the laws of the British Virgin Islands with a principal business involving investments (“ESL”);

(v) Jia Lu, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of the Issuer, senior vice president of Glory Star Media (Beijing) Co., Ltd, and a director of ESL;

CUSIP No. G39973105 SCHEDULE 13D/A Page 27 of 33 pages

(vi) Shah Capital Management, Inc., a corporation organized under the laws of North Carolina, United States of America with a principal business involving investments (“Shah Capital”);

(vii) Shah Capital Opportunity Fund LP, a limited partnership organized under the laws of the State of Delaware, United States of America with a principal business involving investments (“Shah Opportunity”);

(viii) Himanshu H. Shah, an individual who is a citizen of the United States of America and whose present principal occupation is the president and chief investment officer of Shah Capital;

(ix) Wealth Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“WSL”);

(x) Ronghui Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of WSL;

(xi) Wei Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xii) Rich Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“RSL”);

(xiii) Hui Lin, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of RSL;

(xiv) Renny Consulting Ltd, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Renny Consulting”);

(xv) Lilly Starlight Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“LSL”);

(xvi) Hanying Li, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of Renny Consulting and LSL;

(xvii) Song Gao, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xviii) Smart Best International Corporation, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Smart Best”);

(xix) Peiyuan Qiu, an individual who is a citizen of Canada and whose present principal occupation is the director of Smart Best;

(xx) Zhengjun Zhang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xxi) Nan Lu, an individual who is a citizen of the Hong Kong Special Administrative Region of the People’s Republic of China and whose present principal occupation is a private investor;

(xxii) Jianhua Wang, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is a private investor;

(xxiii) Ring & King Investment Co., Limited, a corporation organized under the laws of the Cayman Islands with a principal business involving investments (“Ring & King”); and

(xxiv) Ailin Xin, an individual who is a citizen of the People’s Republic of China and whose present principal occupation is the director of Ring & King.

CUSIP No. G39973105 SCHEDULE 13D/A Page 28 of 33 pages

The business address of Himanshu H. Shah, Shah Capital and Shah Opportunity is 8601 Six Forks Road, Ste. 630, Raleigh, NC 27615, the United States of America.

The business address of each of the other Reporting Persons is c/o 22F, Block B, Xinhua Science and Technology Mansion, Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.

During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13Ds is hereby amended and supplemented by adding the following:

The description of the Merger Agreement (as defined below), the Equity Commitment Letters (as defined below), the Limited Guarantees (as defined below), the Voting Proxies (as defined below) and the Interim Investors Agreement (as defined below) are incorporated by reference in this Item 3.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13Ds is amended and supplemented by inserting the following:

Merger Agreement

On July 11, 2022, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Cheers Inc. (“Parent”) and GSMG Ltd. (“Merger Sub”), a wholly owned subsidiary of Parent, pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share of the Issuer issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$1.55 in cash without interest, except for (a) certain Shares owned by the Reporting Persons, which will be rolled over in the transaction, (b) Shares owned by Parent, Merger Sub, the Issuer or any of their respective subsidiaries, which will be cancelled and cease to exist without payment of any consideration and (c) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Cayman Islands Companies Act (As Revised), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of those dissenting shares in accordance with Section 238 of the Cayman Islands Companies Act (As Revised). The Merger is subject to customary closing conditions including a condition that the Merger Agreement be authorized and approved by a special resolution by the affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Issuer’s shareholders. The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the publicly held Shares. If completed, the Merger will result in the Issuer becoming a privately held company, and its Shares will no longer be listed on the Nasdaq Capital Market.

Limited Guarantees and Equity Commitment Letters

Concurrently with the execution of the Merger Agreement, each of the persons named under column (A) below (collectively, the “Sponsors”) entered into a limited guarantee (collectively, the “Limited Guarantees”) in favor of the Issuer whereby each Sponsor agreed to irrevocably and unconditionally guarantee its respective portion (as set forth opposite its name under column (B)) of Parent’s obligation to pay the Issuer the Parent Termination Fee (as defined in the Merger Agreement) and certain costs and expenses, if and as required pursuant to the terms of the Merger Agreement, up to an aggregate amount equal to its respective portion of US$1,055,897.22, as well as an equity commitment letter (the “Equity Commitment Letters”) with Parent confirming its commitment to contribute to Parent cash in the amount set forth opposite its name under column (C) (subject to certain adjustments as set forth in its Equity Commitment Letter) in exchange for equity securities of Parent for the purpose of funding the Merger consideration and fees and expenses incurred by Parent in connection with the transactions contemplated by the Merger Agreement.

CUSIP No. G39973105 SCHEDULE 13D/A Page 29 of 33 pages

(A) Name	(B) LG Percentage			(C) Equity Commitment Amount
Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙))		34.77	%		US$10,000,000
Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (中晟鼎新投资基金管理(北京)有限公司)		30.46	%		US$8,760,715
iking Way Limited		4.17	%		US$1,200,000
Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))		30.60	%		US$8,800,000

Voting Proxies

Concurrently with the execution of the Merger Agreement, each of the Shareholders and certain of their affiliates entered into a voting proxy with Parent (collectively, the “Voting Proxies”) pursuant to which the Shareholders and their affiliates irrevocably and unconditionally granted a voting proxy and power of attorney to Parent solely in respect of the exercise of the voting rights attached to the Shares held by the Shareholders to vote in favor of the Merger and the approval and authorization of the Merger Agreement, and to vote against any competing transaction or any other action, transaction, proposal or agreement that may or is intended to prevent, hinder or in any material aspect interfere with or postpone, the Merger or adversely affect the performance by the relevant Shareholder of its obligations under its Support Agreement.

Interim Investors Agreement

In connection with the Merger, HSL, each of the Sponsors, Parent and Merger Sub entered into an interim investors agreement (the “Interim Investors Agreement”) in order to establish certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among HSL and the Sponsors with respect to, among other things, the Merger Agreement, the Limited Guarantees, the Equity Commitment Letters and the transactions contemplated thereby.

The foregoing descriptions of the Merger Agreement, the Limited Guarantees, the Equity Commitment Letters, the Voting Proxies and the Interim Investors Agreement (each a “Merger Document”, and collectively, the “Merger Documents”) do not purport to be complete and are qualified in their entirety by reference to the full text of each such Merger Document, each of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Merger Documents, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In connection with the Merger, the Reporting Persons may engage in discussions with management, the Board, and security holders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, including the Merger. There can be no assurance, however, that any proposed transaction, including the Merger, would receive the requisite approvals from the respective governing bodies and shareholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)—(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

CUSIP No. G39973105 SCHEDULE 13D/A Page 30 of 33 pages

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13Ds is amended and restated in its entirety as follows:

(a) and (b)  The information contained on the cover pages to this Schedule is incorporated herein by reference.

Group Interest

As a result of the execution of the Support Agreements, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act comprising HSL, Bing Zhang, ESL, Jia Lu, Himanshu H. Shah, Shah Capital, Shah Opportunity, Ronghui Zhang, WSL, Wei Zhang, Hui Lin, RSL, Hanying Li, LSL, Renny Consulting, Song Gao, Peiyuan Qiu, Smart Best, Zhengjun Zhang, Nan Lu, Jianhua Wang, Ailin Xin and Ring & King. As a result, the group may be deemed to have acquired beneficial ownership of all the Shares beneficially owned by each member of the “group”. As such, the group may be deemed to beneficially own in the aggregate 49,567,102 Shares, which represents approximately 72.8% of the total outstanding Shares. Neither the filing of this Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Persons that any of them is the beneficial owner of any of the Shares beneficially owned in the aggregate by other members of the “group” and their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth herein, none of the Reporting Persons have effected any transactions in the Shares during the last 60 days.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13Ds is amended and supplemented by adding the following:

Item 4 above summarizes certain provisions of the Merger Documents and is incorporated herein by reference. A copy of each of the Merger Documents is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Original Schedule 13Ds is hereby supplemented by adding the following exhibits:

Exhibit Number	Description
99.1	Agreement and Plan of Merger, dated July 11, 2022, by and among Parent, Merger Sub and the Issuer (incorporated by reference to Exhibit 99.2 to Glory Star New Media Group Holdings Limited’s Report of Foreign Private Issuer filed on Form 6-K on July 11, 2022)
99.2	Form of Limited Guarantee, dated July 11, 2022, entered into by each Sponsor in favor of the Issuer
99.3	Form of Equity Commitment Letter, dated July 11, 2022, entered into by each Sponsor in favor of Parent
99.4	Form of Voting Proxy, dated July 11, 2022, entered into by each Shareholder and certain of their affiliates in favor of Parent
99.5	Interim Investors Agreement, dated July 11, 2022, by and among HSL, each of the Sponsors, Parent and Merger Sub
99.6	Joint Filing Agreement, dated July 11, 2022, by each of the Reporting Persons

CUSIP No. G39973105 SCHEDULE 13D/A Page 31 of 33 pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 12, 2022

Bing Zhang
By:	/s/ Bing Zhang
Name:	Bing Zhang, an individual
cheers inc.
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Jia Lu
By:	/s/ Jia Lu
Name:	Jia Lu, an individual
Enjoy Starlight Limited
By:	/s/ Jia Lu
Name:	Jia Lu, Authorized Signatory
Himanshu H. Shah
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Shah Capital Opportunity Fund LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory

CUSIP No. G39973105 SCHEDULE 13D/A Page 32 of 33 pages

Shah Capital Management, Inc.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory
Ronghui Zhang
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, an individual
Wealth Starlight Limited
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, Authorized Signatory
WEI Zhang
By:	/s/ Wei Zhang
Name:	Wei Zhang, an individual
Hui Lin
By:	/s/ Hui Lin
Name:	Hui Lin, an individual
Rich Starlight Limited
By:	/s/ Hui Lin
Name:	Hui Lin, Authorized Signatory
Hanying Li
By:	/s/ Hanying Li
Name:	Hanying Li, an individual
Lilly Starlight Limited
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Renny Consulting Ltd
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory

CUSIP No. G39973105 SCHEDULE 13D/A Page 33 of 33 pages

Song Gao
By:	/s/ Song Gao
Name:	Song Gao, an individual
Peiyuan Qiu
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, an individual
Smart Best International Corporation
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, Authorized Signatory
Zhengjun Zhang
By:	/s/ Zhengjun Zhang
Name:	Zhengjun Zhang, an individual
Nan Lu
By:	/s/ Nan Lu
Name:	Nan Lu, an individual
Jianhua Wang
By:	/s/ Jianhua Wang
Name:	Jianhua Wang, an individual
Ailin Xin
By:	/s/ Ailin Xin
Name:	Ailin Xin, an individual
Ring & King Investment Co., Limited
By:	/s/ Ailin Xin
Name:	Ailin Xin, Authorized Signatory

EX-99.2

Exhibit 99.2

LIMITED GUARANTEE

This Limited Guarantee (this “Limited Guarantee”), dated as of July 11, 2022, is made by [Guarantor] (the “Guarantor”), a [Jurisdiction of Guarantor], in favor of Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.

1. Limited Guarantee. To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) among Cheers Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), GSMG Ltd., an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof, but only up to the Maximum Amount (as defined below), [Percentage of Parent’sObligation] of Parent’s obligation (a) to pay the Guaranteed Party the Parent Termination Fee if and as required pursuant to Section 9.2(b)(iv) of the Merger Agreement and (b) to pay any amounts pursuant to Section 9.2(d) of the Merger Agreement (collectively, the “Guaranteed Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed [Maximum Amount] (the “Maximum Amount”), and the Guaranteed Party hereby agrees that (A) the Guarantor shall in no event be required to pay more than the Maximum Amount under or in respect of this Limited Guarantee and (B) the Guarantor shall not have any obligation or liability to any Person (including, without limitation, to the Guaranteed Party’s equity holders, Affiliates and Subsidiaries) relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the letter agreement dated as of the date hereof between the Guarantor and Parent, pursuant to which the Guarantor has agreed to make a certain equity contribution to Parent (the “Equity Commitment Letter”) other than as expressly set forth herein or in the Equity Commitment Letter. This Limited Guarantee may be enforced for the payment of money only. All payments hereunder shall be made in United States dollars in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each an “Other Guarantor”) are also entering into a limited guarantee substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party.

2. Nature of Guarantee.

(a) This Limited Guarantee is an unconditional and continuing guarantee of payment, not of collection, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions; provided that no action or actions may be brought (and no recovery may be obtained) against the Guarantor under this Limited Guarantee unless each of the Other Guarantors has fulfilled the Guaranteed Obligations (as defined in their respective Other Guarantees) or such action or actions have also been brought (and recovery is also obtained) simultaneously against the Other Guarantors under the Other Guarantees (except to the extent that the bringing of such action or actions against any such Other Guarantor is prohibited or stayed by any applicable Law or Order). The Guaranteed Party shall not release any of the Other Guarantors from any obligations under their Other Guarantees or amend or waive any provision of such Other Guarantees unless the Guaranteed Party offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Guarantees shall be several and not joint.

(b) Except as set forth in Section 2(f) and except for termination in accordance with Section 5 of this Limited Guarantee, the liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of:

(i) any release or discharge of any obligation of Parent or Merger Sub in connection with the Merger Agreement resulting from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding affecting Parent, Merger Sub or any of their respective assets, other than as and if required by Section 2(a);

(ii) any amendment or modification of the Merger Agreement, or any change in the manner, place or terms of payment or performance of, any change or extension of the time of payment or performance of, or any renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, or any liability incurred directly or indirectly in respect thereof, in each case, to the extent that any of the foregoing does not have the effect of expanding the circumstances under which the Guaranteed Obligations are payable;

(iii) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise, other than in each case (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee;

(iv) the failure of the Guaranteed Party to assert any claim or demand or enforce any right or remedy against Parent, Merger Sub, any other Guarantor or any other Person primarily or secondarily liable with respect to any Guaranteed Obligation, other than as and if required by Section 2(a) (including in the event any Person becomes subject to a bankruptcy, reorganization, insolvency, liquidation or similar proceeding);

(v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations;

(vi) any other act or omission that may in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than as a result of payment of the Guaranteed Obligations in accordance with their terms), other than in each case with respect to (A) any claim or set-off against or defense to the payment of the Guaranteed Obligations that may be available to Parent or Merger Sub under the Merger Agreement or (B) with respect to this Limited Guarantee, a breach by the Guaranteed Party of this Limited Guarantee; or

(vii) the value, genuineness, validity, illegality or enforceability of the Merger Agreement, the Other Guarantees, the Equity Commitment Letter, the equity commitment letters entered into between the Sponsors other than the Guarantor (the “Other Sponsors”) and Parent dated as of the date hereof (the “Other Equity Commitment Letters”), or any other agreement or instrument referred to herein or therein.

2

(c) To the fullest extent permitted under applicable Law and subject to Section 2(f) below, the Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent and/or the Guarantor, on the one hand, and the Guaranteed Party, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. Except as provided in Section 2(a), when pursuing any of its rights and remedies hereunder against the Guarantor, the Guaranteed Party shall be under no obligation to pursue (or elect among) such rights and remedies it may have against Parent, Merger Sub, any Other Guarantor or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Guaranteed Party to pursue (or elect among) such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of Parent or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

(d) To the fullest extent permitted by Law and subject to Section 2(f) below, the Guarantor irrevocably waives promptness, diligence, grace, acceptance hereof, presentment, demand, notice of non-performance, default, dishonor and protest and any other notice not provided for herein (except for notices to be provided to Parent and its counsel pursuant to the terms of the Merger Agreement).

(e) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to Parent, Merger Sub, the Guarantor, the Other Guarantors or any other Person for any reason whatsoever, the Guarantor shall remain liable hereunder in accordance with the terms hereof with respect to such Guaranteed Obligation as if such payment had not been made, so long as this Limited Guarantee has not been terminated in accordance with its terms.

(f) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that: (i) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof, and (ii) the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub would be entitled to assert against the Guaranteed Party under the terms of, or with respect to, the Merger Agreement that would relieve each of Parent and Merger Sub of its obligations under the Merger Agreement with respect to the Guaranteed Obligations.

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3. Sole Remedy; No Recourse. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no Person other than the Guarantor (and any successors and permitted assignees thereof) has any obligations hereunder and that, notwithstanding that the Guarantor may be a partnership, limited liability company or corporation the Guaranteed Party has no right of recovery under this Limited Guarantee or, except for the Retained Claims (as defined below), in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, members, managers, or general or limited partners of the Guarantor or any of the Guarantor’s Affiliates, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including for any claim and action to compel Parent to enforce the Equity Commitment Letter), except against the Guarantor solely with respect to the Equity Commitment Letter in accordance with the terms thereof, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. The Guaranteed Party further covenants, agrees and acknowledges that the only rights of recovery and claims against the Guarantor or any Non-Recourse Party that the Guaranteed Party, any of its Affiliates, any of the direct or indirect shareholder of the Guaranteed Party or any of its Subsidiaries, or any of the Affiliates, equity holders, controlling persons, directors, officers, employees, members, managers, general or limited partners, representatives, advisors or agents of the foregoing (collectively, the “Guaranteed Party Group”) has in respect of the Merger Agreement or the Transactions are its rights (including through exercise of third party beneficiary rights) to recover from, and assert claims against, (a) Parent and Merger Sub and their respective successors and assigns under and to the extent expressly provided in the Merger Agreement, (b) the Guarantor (but not any Non-Recourse Party) and its successors and assigns under and to the extent expressly provided in this Limited Guarantee and the Other Guarantors and their successors and assigns pursuant to the Other Guarantees (in each case, subject to the Maximum Amount set forth in this Limited Guarantee or the Other Guarantees and the other limitations described herein or therein), and (c) (including through exercise of third party beneficiary rights) the Guarantor under and to the extent provided in the Equity Commitment Letter and the Other Sponsors under and to the extent provided in the Other Equity Commitment Letters, in each case pursuant to and in accordance with the terms thereof (claims against (a), (b) and (c) collectively, the “Retained Claims”). The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub other than as contemplated by the Equity Commitment Letter and the Other Equity Commitment Letters. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and it shall cause its Affiliates not to, institute any Action arising under, or in connection with, this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter or the transactions contemplated hereby or thereby, against the Guarantor or any Non-Recourse Party. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any person acting in a Representative capacity) any rights or remedies against any Person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub, the Other Guarantors, the Other Sponsors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be a Non-Recourse Party.

4. No Subrogation. The Guarantor will not exercise against Parent or Merger Sub any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by it pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligations (subject to the Maximum Amount) have been paid in full.

5. Termination. This Limited Guarantee shall terminate (and the Guarantor shall have no further obligations hereunder) upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Guaranteed Obligations (subject to the Maximum Amount) and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance of which Parent would not be obligated to pay the Parent Termination Fee pursuant to Section 9.2(b)(iv) of the Merger Agreement. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically ninety (90) days following the valid termination of the Merger Agreement in a manner giving rise to an obligation of Parent to pay the Parent Termination Fee (the “Fee Claim Period”), unless a claim for payment of the Guaranteed Obligations (subject to the Maximum Amount) is made in accordance with this Limited Guarantee prior to the end of such Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 13. In the event that the Guaranteed Party or any of its controlled Affiliates or Subsidiaries expressly asserts in any litigation or other legal proceeding relating to this Limited Guarantee (i) that the provisions hereof (including, without limitation, Section 1 hereof limiting the Guarantor’s aggregate liability to the Maximum Amount or Section 3 hereof relating to the sole and exclusive remedies of the Guaranteed Party and the Guaranteed Party Group against the Guarantor or any Non-Recourse Party) are illegal, invalid or unenforceable, in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guarantee Obligations or the Maximum Amount, or (iii) any theory of liability against the Guarantor, any Non-Recourse Party, the Other Guarantors or any Non-Recourse Party of the Other Guarantors other than any Retained Claim, then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party or any of its equityholders, Affiliates or Subsidiaries with respect to the Merger Agreement, the Transactions or this Limited Guarantee.

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6. Continuing Guarantee. Unless terminated pursuant to the provisions of Section 5 hereof, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations (subject to the Maximum Amount), shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors, permitted transferees and permitted assigns; provided that notwithstanding anything to the contrary in this Limited Guarantee, the provisions of this Limited Guarantee that are for the benefit of any Non-Recourse Party (including but not limited to the provisions of Sections 3, 5 and 16) shall indefinitely survive any termination of this Limited Guarantee for the benefit of the Guarantor and any such Non-Recourse Party. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

7. Entire Agreement. This Limited Guarantee, the Merger Agreement, the Equity Commitment Letter and that certain interim investors agreement, dated as of the date hereof, by and among the Guarantor, the Other Guarantors and Parent, and other agreements or documents referenced under any of the foregoing constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent, Merger Sub and/or the Guarantor or any of their respective Affiliates, on the one hand, and the Guaranteed Party or any of its Affiliates, on the other hand.

8. Changes in Obligations; Certain Waivers. The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Guaranteed Obligations (subject to the Maximum Amount), and subject to Section 2(a), may also make any agreement with Parent, Merger Sub or the Other Guarantors for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of any agreement between the Guaranteed Party and Parent, Merger Sub, the Other Guarantors or any other Person, without in any way impairing or adversely affecting the Guarantor’s obligations under this Limited Guarantee.

9. Acknowledgement. The Guarantor acknowledges that it will receive substantial indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor hereby covenants and agrees that, subject to Section 2(f), it shall not institute, and shall cause its Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

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10. Representations and Warranties. The Guarantor hereby represents and warrants to the Guaranteed Party that:

(a) it is duly incorporated, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this Limited Guarantee;

(b) the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any provision of the Guarantor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(c) except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor to the extent required to be obtained or made by the Guarantor have been obtained or made, or will be obtained or made before or when the Guaranteed Obligations are due, and all conditions thereof have been duly complied with, or will be duly complied with, before or when the Guaranteed Obligations are due, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee by the Guarantor;

(d) assuming due execution and delivery of this Limited Guarantee by the Guaranteed Party, this Limited Guarantee has been duly and validly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the Enforceability Exceptions; and

(e) the Guarantor (or its assignee pursuant to Section 11 hereof) will have the financial capacity to pay and perform its obligations under this Limited Guarantee when due.

11. No Assignment. Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other Person, in whole or in part, (except by operation of Law) without the prior written consent of the Guaranteed Party (in the case of an assignment or delegation by the Guarantor) or the Guarantor (in the case of an assignment or delegation by the Guaranteed Party); except that the rights, interests or obligations of the Guarantor under this Limited Guarantee may be assigned and/or delegated, in whole or in part, by the Guarantor to one or more of its Affiliates, or to one or more funds or investment vehicles sponsored, advised or managed by the Guarantor, or by any Affiliate of the Guarantor or the general partner or investment manager of the Guarantor (including any such fund or investment vehicle to be set up after the date hereof), provided, that such assignment and/or delegation shall not relieve the Guarantor of its obligations hereunder. Any attempted assignment in violation of this Section 11 shall be null and void.

12. Notices. All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in Section 10.4 of the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to the Guarantor:

[Contact details]

and

If to the Guaranteed Party, as provided in the Merger Agreement.

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13. Governing Law; Dispute Resolution.

(a) Subject to Section 13(b), this Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration 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 arbitration 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 arbitration 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.

(b) Notwithstanding the foregoing, the parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 13, 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 Limited Guarantee 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 13(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 13(a) in any way.

14. Counterparts. This Limited Guarantee shall not be effective until it has been executed and delivered by all parties hereto. This Limited Guarantee may be executed by facsimile or electronic transmission in pdf format, and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

15. Third-Party Beneficiaries. This Limited Guarantee shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; provided, that the Non-Recourse Parties and the members of the Guaranteed Party Group shall be third party beneficiaries of the provisions hereof that are expressly for their benefit.

16. Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Merger. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document (except for the Merger Agreement and any agreement or document referred to therein), except with the written consent of the Guarantor; provided that (i) the parties may disclose this Limited Guarantee to the extent required by Law, any competent governmental authority or the applicable rules of any national securities exchange, or in connection with any SEC filings relating to the Merger or in connection with any litigation relating to the Merger, the Merger Agreement or the Transactions as permitted by or provided in the Merger Agreement and (ii) the Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

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17. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LIMITED GUARANTEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 17.

18. Miscellaneous.

(a) No amendment, supplementation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing. The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any Non-Recourse Party in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor. The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Limited Guarantee except as expressly set forth herein by the Guaranteed Party.

(b) Any term or provision of this Limited Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced in violation of the limitation of the amount payable by the Guarantor hereunder to the Maximum Amount provided in Section 1 hereof and to the provisions of Sections 3 and 5 hereof. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms.

(c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

(d) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

[GUARANTOR]

By:

Name: 

Title:

[Signature Page to Limited Guarantee]

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IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

Glory Star New Media Group Holdings Limited

By:

Name: 

Title:

[Signature Page to Limited Guarantee]

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Schedule A

Other Guarantors

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Annex A

Particulars for the Guarantors who executed the Limited Guarantee

dated July 11, 2022

Guarantor	Jursidction of Guarantor	Percentages of Parent’s obligation	Maximum Amount	Contact details	Other Guarantors
Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙))	limited liability partnership incorporated in the People’s Republic of China	34.77%	US$367,131.77	5201, Building 1, Century Center of Excellence Southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, China Attention: Anderson Email: chenz@gortuneaamc.com Facsimile: 0086-0755-82577736 with a copy to: 5201, Building 1, Century Center of Excellence Southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, China Attention: Shi Yingyue Email: shiyy@gortuneaamc.com Facsimile: 0086-0755-82577736	1. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (中晟鼎新投资基金管理(北京)有限公司) 2. iking Way Limited 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (中晟鼎新投资基金管理(北京)有限公司)	limited liability company incorporated in the People’s Republic of China	30.46%	US$321,633.68	6F, Building 4, Wangjing Street, Chaoyang, Beijing Attention: Yunfang Zhou Email: new19831210@163.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. iking Way Limited 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Iking Way Limited	limited liability company incorporated in the Cayman Islands	4.17%	US$44,055.81	Room 2402, 24/F., Bank of America Tower, 12 Harcourt Road, Central, Hong Kong. Attention: Ye Tian Email: richardtian@alpviewcapital.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司) 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))	limited liability partnership incorporated in the People’s Republic of China	30.60%	US$323,075.96	Room 1201, 1010 Huaihai M Rd, Shanghai, China Attention:Xiu Jin Email: richardtian@alpviewcapital.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司) 3. iking Way Limited

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EX-99.3

Exhibit 99.3

EQUITY COMMITMENT LETTER

[SPONSOR]
[address]

July 11, 2022

CHEERS INC.

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Cheers Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), GSMG Ltd., an exempted company incorporated with limited liability under the Laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Concurrently with the delivery of this letter agreement, each of the parties set forth on Schedule A (each, an “Other Sponsor”) is entering into a letter agreement substantially identical to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest or cause to be invested in Parent. Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered by the undersigned (“Sponsor”) to Parent in connection with the execution of the Merger Agreement.

1.       Commitment. This letter agreement confirms the commitment of Sponsor, subject to the terms and conditions set forth herein, to contribute (or cause to be contributed) (the “Contribution”) to Parent solely for the Specified Purpose, at or prior to the Effective Time, cash in the amount of [Commitment] (such sum, subject to the adjustment pursuant to this Section 1, the “Commitment”), in exchange for equity securities of Parent to be issued to Sponsor or a designated Affiliate of Sponsor, subject to the terms and conditions hereof. Such Commitment, and the corresponding commitment under each Other Sponsor Equity Commitment Letter, shall be used by Parent, to the extent necessary, solely for the purpose (the “Specified Purpose”) of (a) funding (or cause to be funded) the Merger Consideration and any other amounts required to be paid by Parent pursuant to the Merger Agreement, and (b) paying (or cause to be paid) fees and expenses incurred by Parent in connection with the transactions contemplated by the Merger Agreement (which, in each case and for the avoidance of doubt, shall not include the Parent Termination Fee or any Guaranteed Obligations (as defined in the Limited Guarantee given by Sponsor) in respect of the Parent Termination Fee under the Limited Guarantee given by Sponsor). Sponsor may effect the Contribution directly or indirectly through one or more Affiliates of Sponsor, or one or more investment funds or investment vehicles sponsored, advised or managed by Sponsor, or by any Affiliate of Sponsor or the general partner or investment manager of Sponsor (including any such affiliated investment fund or investment vehicle to be set up after the date hereof). Sponsor shall not, under any circumstances, be obligated to contribute more than the Commitment to Parent, Merger Sub or any other Person pursuant to the terms of this letter agreement, and the total liability of Sponsor hereunder shall not exceed the amount of the Commitment. The amount of the Commitment to be funded under this letter agreement may be reduced in a manner agreed by Sponsor and the Other Sponsors in the event that Parent does not require all of the equity with respect to which Sponsor and each Other Sponsor have made the Commitments (as defined, with respect to Sponsor and each Other Sponsor, in this letter agreement or the applicable Other Sponsor Equity Commitment Letters, as the case may be) but only to the extent that Parent and Merger Sub have sufficient fund to consummate the Merger and other transactions contemplated by the Merger Agreement following such reduction.

2.       Conditions. The Commitment, including the obligation of Sponsor to fund the Commitment, shall be subject to (a) the execution and delivery of the Merger Agreement by the Company, (b) the satisfaction or waiver by Parent of each of the conditions to Parent’s and Merger Sub’s obligations to consummate the Transactions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (c) the substantially contemporaneous consummation of the Closing or the obtaining by the Company pursuant to, and subject to the conditions in Section 10.11 of the Merger Agreement of an Order requiring Parent to cause the Contribution to be funded and to consummate the Merger, and (d) the substantially contemporaneous funding to Parent of the contributions by the Other Sponsors contemplated by the Other Sponsor Equity Commitment Letters.

3.       Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, Sponsor is executing and delivering to the Company a limited guarantee, dated as of the date hereof, related to Parent’s and Merger Sub’s certain payment obligations under the Merger Agreement (the “Limited Guarantee”). (i) The Company’s remedies against Sponsor and its successors and assigns under the Limited Guarantee, and (ii) the Company Third Party Beneficiary Rights (as defined below) shall be, and are intended to be, the sole and exclusive remedies available to the Company or any of its Subsidiaries and all members of the Company Group against Sponsor or any of the Sponsor Affiliates (as defined below) in respect of any liabilities, losses, damages, obligations or recoveries of any kind (including special, exemplary, consequential, indirect or punitive damages or damages arising from loss of profits, business opportunities or goodwill, diminution in value or any other losses or damages, whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with any breach of this letter agreement, the Limited Guarantee or the Merger Agreement (whether willfully, intentionally, unintentionally or otherwise) or other failure of the Merger to be consummated for any reason or otherwise in connection with the transactions contemplated hereby and thereby or in respect of any oral representations made or alleged to have been made in connection therewith (whether or not Parent or Merger Sub’s breach is caused by the breach by Sponsor of its obligations under this letter agreement).

4.       Enforceability; Company Third-Party Beneficiary Rights. This letter agreement may only be enforced by Parent and none of Parent’s or Merger Sub’s creditors nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement, provided that, to the extent the Company has obtained an Order of specific performance pursuant to, and subject to the conditions in, Section 10.11 of the Merger Agreement, and subject to the conditions described in Section 2, and subject further to this Section 4 and Section 6 the Company is hereby made a third party beneficiary of the rights granted to Parent under this letter agreement to the extent, and only to the extent, of the rights set forth in Sections 1, 4, 5, 6 and 12 and shall be entitled to an injunction or an Order of specific performance to cause the Contribution to be funded (the “Company Third Party Beneficiary Rights”). Subject to Company Third Party Beneficiary Rights, Sponsor and Parent hereby agree that their respective agreements and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this letter agreement. In no event shall this letter agreement be enforced by any Person unless (a) the enforcement of the Other Sponsor Equity Commitment Letters dated as of the date hereof is being substantially concurrently pursued by that Person or Parent (except to the extent that such enforcement is prohibited by any applicable Law or Order) or (b) the Other Sponsors have satisfied or are prepared to satisfy their respective obligations under the Other Sponsor Equity Commitment Letters.

5.       No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of (i) Parent and Sponsor, and (ii) with respect to any provisions of this letter agreement with respect to which the Company is expressly made a third party beneficiary or to the extent that such amendment or modification would be adverse to the Company Third Party Beneficiary Rights, the Company. This letter agreement, together with the Merger Agreement, the Limited Guarantee, that certain interim investors agreement dated as of the date hereof by and among the Sponsor, the Other Sponsors and Parent, and other agreements or documents referenced herein or therein, constitute the entire agreement, and supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

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6.       Governing Law; Jurisdiction.

(a)       Subject to Section 6(c), this letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction.

(b)       Any Legal Proceedings arising out of or in any way relating to this letter 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 (the “Rules”). 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 arbitration 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 arbitration 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.

(c)       Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any party or the Company 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 letter 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(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6(b) in any way.

7.       Counterparts. This letter agreement may be executed manually, electronically by email or by facsimile by the parties, in any number of counterparts, each of which shall be considered, and all such counterparts shall together constitute, one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the parties and delivered to the other parties.

8.       Third Party Beneficiaries. Subject to the Company Third Party Beneficiary Rights, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this letter agreement except for the Company Third Party Beneficiary Rights; provided, that, notwithstanding anything to the contrary in this letter agreement, each Sponsor Affiliate shall be a third party beneficiary of any provisions herein that are expressly for the benefit of such Sponsor Affiliate (including the provisions of Sections 3 and 11), and all such provisions shall survive any termination of this letter agreement indefinitely. Without limiting the foregoing, and subject to the Company Third Party Beneficiary Rights, Parent’s creditors shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement.

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9.       Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Merger. This letter agreement may not be used, circulated, quoted or otherwise referred to in any document (except for the Merger Agreement and any agreement or documents contemplated therein), except with the written consent of the other party; provided, however, that the existence and content of this letter agreement may be disclosed (a) by each of Sponsor and Parent to the Other Sponsors, the Company or their Representatives; (b) to the extent required by Law, any competent governmental authority, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the Merger and in connection with any litigation relating to the Merger, the Merger Agreement or the Transactions as permitted by or provided in the Merger Agreement, and (c) by Sponsor to any Sponsor Affiliate (as defined below) that needs to know of the existence of and content of this letter agreement and is subject to the confidentiality obligations set forth herein.

10.       Termination. This letter agreement, and the obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the Closing; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the satisfaction in full of Sponsor’s obligation to complete the Contribution at or prior to the Closing or; (d) the assertion by the Company or any of its Affiliates, directly or indirectly, in any litigation or other Legal Proceeding of any claim (whether in tort, contract or otherwise) against any of the Sponsor, any Sponsor Affiliate (as defined below), Parent or Merger Sub, any Other Sponsor or any “Sponsor Affiliate” as defined in each Other Sponsor Equity Commitment Letter, relating to this letter agreement, any of the Limited Guarantees, the Merger Agreement, or the Other Sponsor Equity Commitment Letters or any of the transactions contemplated thereby (other than (i) a claim seeking an Order of specific performance to cause the funding of the Contribution in accordance with Section 4 hereof and/or the funding of the “Contribution” of each Other Sponsor in accordance with Section 4 of the applicable Other Sponsor Equity Commitment Letter or (ii) a claim seeking an Order of specific performance against Parent or Merger Sub in accordance with Section 10.11 of the Merger Agreement). Upon termination of this letter, Sponsor shall not have any further obligations or liabilities hereunder.

11.       No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, Parent covenants, agrees and acknowledges that no Person other than Sponsor has any obligation hereunder and that, notwithstanding that Sponsor may be a partnership or limited liability company, Parent has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no recourse shall be had against, and no personal liability shall attach to, the former, current or future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, members, managers or general or limited partners of Sponsor or its Affiliates or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, advisors or representatives of any of the foregoing (each, a “Sponsor Affiliate”), through Sponsor or otherwise, whether by or through attempted piercing the corporate veil, by or through a claim (whether at law or equity or in tort, contract or otherwise) by or on behalf of Parent or Sponsor against any Sponsor Affiliates, whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

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12.       Assignment. This letter agreement shall not be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other party and the Company, except that, without the prior written consent of Parent and the Company, the rights, interests or obligations under this letter agreement may be assigned and/or delegated, in whole or in part, by Sponsor to one or more of its Affiliates, or to one or more investment funds or investment vehicles sponsored, advised or managed by Sponsor, or by any Affiliate of Sponsor or the general partner or investment manager of Sponsor (including any such affiliated investment fund or investment vehicle to be set up after the date hereof), provided, that such assignment and/or delegation shall not relieve Sponsor of its obligations hereunder. Any attempted assignment in violation of this Section 12 shall be null and void.

13.       Representations and Warranties of Sponsor. Sponsor hereby represents and warrants to Parent that (a) it is duly incorporated, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on Sponsor’s part and do not contravene any provision of Sponsor’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Sponsor or its assets; (c) except for the applicable requirements of the Exchange Act, and except as is not, individually or in the aggregate, reasonably likely to impair or delay Sponsor’s performance of its obligations in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Sponsor to the extent required to be obtained or made by Sponsor have been obtained or made, or will be obtained or made at or before Closing, and all conditions thereof have been duly complied with, or will be duly complied with, at or before Closing, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement by Sponsor; (d) this letter agreement has been duly and validly executed and delivered by Sponsor and (assuming due execution and delivery of this letter agreement by Parent) constitutes a legal, valid and binding obligation of Sponsor enforceable against Sponsor in accordance with its terms, subject to the Enforceability Exceptions; and (e) Sponsor will have the financial capacity to pay or cause to be paid the Contribution to Parent at or prior to the Effective Time.

14.       Representations and Warranties of Parent. Parent hereby represents and warrants to the Sponsor that (a) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or similar power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on Parent’s part and do not contravene any provision of Parent’s organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on Parent or its assets; (c) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this letter agreement by Parent have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this letter agreement; and (d) this letter agreement has been duly and validly executed and delivered by Parent and (assuming due execution and delivery of this letter agreement by the Sponsor) constitutes a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

15.       Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission or by electronic mail or on receipt after dispatch by registered or certified mail, postage prepaid, addressed, or on the next business day if transmitted by international overnight courier, in each case to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to Sponsor, to:

[Contact details]

If to Parent, to the address set forth in the Merger Agreement.

16.       Waiver of Jury Trial. EACH OF THE PARTIES TO THIS LETTER AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 16.

[Remainder of page intentionally left blank]

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Sincerely,

[SPONSOR]

By:

Name: 

Title:

[Signature Page to Equity Commitment Letter]

6

Agreed to and accepted:

CHEERS INC.

By:

Name:  

Title:

[Signature Page to Equity Commitment Letter]

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Schedule A

Other Sponsors

8

Annex A

Particulars for the Sponsors who executed the Equity Commitment Letters

dated July 11, 2022

Sponsor	Commitment	Contact details	Other Sponsors
Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙))	US$10,000,000.00	5201, Building 1, Century Center of Excellence Southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, China Attention: Anderson Email: chenz@gortuneaamc.com Facsimile: 0086-0755-82577736 with a copy to: 5201, Building 1, Century Center of Excellence Southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, China Attention: Shi Yingyue Email: shiyy@gortuneaamc.com Facsimile: 0086-0755-82577736	1. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (中晟鼎新投资基金管理(北京)有限公司) 2. iking Way Limited 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. (中晟鼎新投资基金管理(北京)有限公司)	US$8,760,715.00	6F, Building 4, Wangjing Street, Chaoyang, Beijing Attention: Yunfang Zhou Email: new19831210@163.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. iking Way Limited 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Iking Way Limited	US$1,200,000.00	Room 2402, 24/F., Bank of America Tower, 12 Harcourt Road, Central, Hong Kong. Attention: Ye Tian Email: richardtian@alpviewcapital.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司) 3. Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))
Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙))	US$8,800,000.00	Room 1201, 1010 Huaihai M Rd, Shanghai, China Attention:Xiu Jin Email: richardtian@alpviewcapital.com	1. Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)) 2. Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司) 3. iking Way Limited

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EX-99.4

Exhibit 99.4

VOTING PROXY

This voting proxy (this “Proxy”) is made on July 11, 2022, by and among the Rollover Investor(s) listed on the signature page hereto (collectively, the “Rollover Investor”) and Cheers Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”). The Rollover Investor and Parent are collectively referred to as the “Parties” and each, a “Party”. Unless otherwise specified herein, capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

WHEREAS, on the date hereof, Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Parent and GSMG Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”) executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent;

WHEREAS, on April 22, 2022, the Rollover Investor executed a support agreement (the “Support Agreement”) in favor of Happy Starlight Limited, a company incorporated in the British Virgin Islands (the “Lead Investor”), pursuant to which the Rollover Investor agreed to vote in favor of the Merger, on terms and conditions set out in the Support Agreement;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Parties hereby agree as follows:

1. Grant of Proxy.

1.1 The Rollover Investor hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and/or any designee of Parent, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, for and in such Rollover Investor’s name, place and stead, to vote, act by written consent and/or execute and deliver a proxy or written resolution, solely in respect of the matters described in, and in accordance with, Section 1.2 of the Support Agreement, and to vote, grant a written consent and/or execute and deliver a written resolution with respect to the [Covered Securities] (as defined in the Support Agreement) provided in Section 1.2 of the Support Agreement. This proxy and power of attorney is given in connection with, and in consideration of, the time and resources that have been and will be expended by the Lead Investor and its Affiliates in connection with the Merger and any other transactions contemplated by the Merger Agreement and to secure the performance of the duties and obligations of the Rollover Investor owed to the Lead Investor under the Support Agreement. The Rollover Investor hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the time and resources that have been and will be expended by the Lead Investor and its Affiliates in connection with the Merger and any other transactions contemplated by the Merger Agreement and (ii) subject to the last sentence of this Section 1.1, executed and intended to be irrevocable in accordance with the provisions of the Laws of the State of New York, and (b) revokes any and all prior proxies granted by it with respect to the [Covered Securities] (as defined in the Support Agreement) and no subsequent proxy shall be given by it (and if given shall be ineffective). The Rollover Investor shall take such further action or execute such other instruments as may be requested by Parent in accordance with the relevant provisions of the Laws of the State of New York or any other Law to effectuate the intent of this Proxy. The power of attorney granted by the Rollover Investor herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of the Rollover Investor. The proxy and power of attorney granted hereunder shall bind upon any person who obtains the legal or beneficial ownership of any [Covered Securities], whether by operation of law or otherwise, including the Rollover Investor’s successors or permitted transferees.

1.2 Without prejudice to the relevant transfer restrictions set forth in Section 5.2 of the Support Agreement, in the event the Rollover Investor intends to effect any transfer of [Covered Securities], the Rollover Investor shall (a) notify the proposed third party transferee of the existence and terms of this Proxy and (b) procure that such third party transferee grant a substitute proxy and power of attorney in favor of Parent on substantially the same terms as this Proxy, in each case of (a) and (b) prior to or concurrently with the consummation of the transfer of [Covered Securities].

2. MISCELLANEOUS.

2.1 This Proxy shall become effective on the date hereof. The proxy and power of attorney granted hereunder shall automatically and without further action by the Parties terminate upon the termination of the Support Agreement in accordance with the terms thereof.

2.2 This Proxy may not be assigned by the Rollover Investor without the prior written consent of Parent. Any attempted assignment in violation hereof shall be void.

2.3 The Rollover Investor acknowledges and agrees that Parent will be irreparably injured by a breach of this Proxy and that monetary remedies would be inadequate to protect Parent against any actual or threatened breach of this Proxy. Accordingly, the Rollover Investor agrees that Parent shall be entitled to equitable relief to prevent breaches or threatened breaches of this Proxy and/or to compel specific performance of this Proxy, and that the Rollover Investor will not oppose the granting of such relief.

2.4 This Proxy shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction.

2.5 Any dispute arising out of or in connection with this Proxy 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. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. The award of the arbitration tribunal shall be final and binding upon the Parties.

[Signature Page Follows]

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In witness whereof, each of the undersigned has duly executed this Proxy as of the date first written above.

Rollover Investor

[Rollover Investor]

By:

Name:

[Rollover Investor]

By:

Name:

Title:

[Signature Page to Voting Proxy]

3

In witness whereof, each of the undersigned has duly executed this Proxy as of the date first written above.

Parent

Cheers Inc.

By:

Name:

Title:

[Signature Page to Voting Proxy]

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Annex A

Particulars for the Rollover Investor(s) who executed the Voting Proxies dated July 11, 2022

Rollover Investor	Covered Securities
Shah Capital Opportunity Fund LP	Covered Securities
Jia Lu and Enjoy Starlight Limited	锁定股份
Ronghui Zhang and Wealth Starlight Limited	锁定股份
Wei Zhang	锁定股份
Hui Lin and Rich Starlight Limited	锁定股份
Hanying Li, Renny Consulting Ltd and Lilly Starlight Limited	锁定股份
Song Gao	锁定股份
Peiyuan Qiu and Smart Best International Corporation	锁定股份
Zhengjun Zhang	锁定股份
Nan Lu	锁定股份
Jianhua Wang	锁定股份
Ailin Xin and Ring & King Investment Co., Limited	锁定股份

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EX-99.5

Exhibit 99.5

INTERIM INVESTORS AGREEMENT

This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of July 11, 2022, by and among Happy Starlight Limited, a company incorporated in the British Virgin Islands (the “Lead Investor”), Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) (粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)), a limited liability partnership incorporated in the People’s Republic of China (“Gortune”), Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.(中晟鼎新投资基金管理(北京)有限公司), a limited liability company incorporated in the People’s Republic of China (“Zhongsheng Dingxin”), iking Way Limited, a limited liability company incorporated in the Cayman Islands (“iking Way”) and Shanghai Linsi Enterprise Management Partnership (Limited Partnership) (上海麟思企业管理合伙企业(有限合伙)), a limited liability partnership incorporated in the People’s Republic of China (“Linsi”, together with Gortune, Zhongsheng Dingxin and iking Way, the “Financial Investors”, each, a “Financial Investor”), Cheers Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and GSMG Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”). The Lead Investor and the Financial Investors are collectively referred to as the “Investors” and together with Parent and Merger Sub, the “Parties” and each, a “Party”. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, on the date hereof, Glory Star New Media Group Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Parent and Merger Sub executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent;

WHEREAS, on the date hereof, each of the Financial Investors or their respective Affiliates executed a letter agreement in favor of Parent (each, an “Equity Commitment Letter” and collectively, the “Equity Commitment Letters”), pursuant to which each such Financial Investor or their respective Affiliates agreed, subject to the terms and conditions set forth therein, to make an equity investment, in the form of cash (each, an “Equity Commitment”, and collectively, the “Equity Commitments”), in Parent immediately prior to the Closing in connection with the Merger;

WHEREAS, on the date hereof, each of the Financial Investors or their respective Affiliates executed a limited guarantee in favor of the Company (each, a “Limited Guarantee” and collectively, the “Limited Guarantees”), pursuant to which each such Financial Investor or their respective Affiliates agreed, subject to the terms and conditions set forth therein, to guarantee certain payment obligations of Parent or Merger Sub arising under the Merger Agreement; and

WHEREAS, the Investors, Parent and Merger Sub wish to agree to certain terms and conditions that will govern the actions of Parent and Merger Sub and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters and the Limited Guarantees, and the transactions contemplated by the Merger Agreement, the Equity Commitment Letters and the Limited Guarantees (the “Transactions”).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Parties hereby agree as follows:

AGREEMENT

1. AGREEMENTS AMONG THE INVESTORS.

1.1 Actions under the Merger Agreement. Subject to Section 1.7 hereof, the Lead Investor acting in its sole discretion may cause Parent and Merger Sub to take any action or refrain from taking any action in order for them to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, including, without limitation, determining that the conditions to closing specified in Sections 8.1, 8.2 and 8.3 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, terminating, amending or modifying the Merger Agreement and determining to close the Merger, provided that the Lead Investor may not cause Parent or Merger Sub to amend the Merger Agreement in a way that by its terms has an impact on any Investor that is disproportionate to the impact on the other Investors in a manner that is adverse to such Investor without such Investor’s prior written consent. Subject to Section 1.7 hereof, Parent and Merger Sub shall not determine that the Closing Conditions have been satisfied, waive any Closing Condition, terminate, amend or modify the Merger Agreement or determine to close the Merger, unless such action has been approved in advance in writing by the Lead Investor in accordance with this Agreement. Each of Parent and Merger Sub agrees not to take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement. The Lead Investor shall, to the extent within its power, cause Parent and Merger Sub to comply with their representations and warranties, obligations and covenants, and satisfy their closing conditions (where applicable) under the Merger Agreement and this Agreement, and for the avoidance of doubt, any failure by the Lead Investor to comply with the foregoing that results from breach by any Financial Investor of its obligations under this Agreement, its Equity Commitment Letter or its Limited Guarantee shall not constitute a breach by the Lead Investor of the foregoing.

1.2 Equity Financing.

(a) Subject to Section 1.7 hereof, Parent shall, at the direction of the Lead Investor, be entitled to enforce the provisions of the Equity Commitment Letters in accordance with the terms of the Merger Agreement and the Equity Commitment Letters. Each Financial Investor shall comply with its obligation under its applicable Equity Commitment Letter. Notwithstanding anything in any Equity Commitment Letter to the contrary, prior to the Effective Time, none of the Financial Investors shall be entitled to assign, sell-down or syndicate any part of its Equity Commitment to any third party (other than such Financial Investor’s Affiliates, investment funds or investment vehicles sponsored, advised or managed by such Financial Investor, or by any Affiliate of such Financial Investor or the general partner or investment manager of such Financial Investor (including any such affiliated investment fund or investment vehicle to be set up after the date hereof)) without the prior consent of the Lead Investor which prior consent shall not affect any of such Financial Investor’s obligations or rights under Section 12 of the applicable Equity Commitment Letter. Each Financial Investor (or its designated Affiliate) shall be entitled to receive, simultaneously with its and/or its Affiliates’ funding of the Equity Commitment and in consideration for its and/or its Affiliates’ Equity Commitment, the number of Parent Shares (which shall be ordinary shares) as set forth against its name in column (E) of Exhibit A hereto, and having the terms set forth herein. The Lead Investor shall be entitled to receive, in consideration for the value of its Shares to be cancelled for no consideration (calculated as the product of the number of such Shares (as set forth against its name in column (C) of Exhibit A hereto) and the Per Share Merger Consideration), the number of Parent Shares as set forth against its name in column (E) of Exhibit A hereto, and having the terms set forth herein.

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(b) If the Merger Consideration required to be paid by Parent in connection with the Closing under the Merger Agreement is less than the aggregate Equity Commitments under all the Equity Commitment Letters, then the amount of cash that each Financial Investor invests in Parent will be proportionately reduced pro rata according to their respective Equity Commitments under their respective Equity Commitment Letters. Subject to Section 1.7 hereof, if the Merger Consideration required to be paid by Parent in connection with the Closing under the Merger Agreement is greater than the aggregate Equity Commitments of all the Equity Commitment Letters, then the amount of such excess shall first be offered to the Lead Investor and, if less than all of such excess is accepted by the Lead Investor, then the Lead Investor may offer the remaining portion of such excess to any other Investors, or to any new investor, and in such amounts, as may be determined by the Lead Investor in its sole discretion. Any additional commitment accepted by an Investor pursuant to this Section 1.2(b) shall be made on the same terms and conditions as such Investor’s existing Equity Commitment.

1.3 Limited Guarantees. The Investors shall cooperate in defending any claim that they are, or any of them is, liable to make payments under the Limited Guarantees. Subject to Section 1.8(d), each Financial Investor agrees to contribute to the amount paid or payable by the other Financial Investors in respect of their Limited Guarantees (other than any such payment made by a Financial Investor solely arising from such Financial Investor’s breach of its obligations under its Limited Guarantee, which amounts shall not be subject to this Section 1.3) so that each Financial Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Limited Guarantees multiplied by a fraction of which the numerator is such Financial Investor’s Maximum Amount (as defined in such Financial Investor’s Limited Guarantee) and the denominator is the sum of all Financial Investors’ Maximum Amount (such fraction, expressed as a percentage, such Financial Investor’s “LG Percentage”).

1.4 Shareholders Agreement; Appointment of Directors. Each Investor agrees to negotiate in good faith with the other Investors with respect to, and enter into concurrently with the Effective Time, a shareholders’ agreement in relation to Parent (the “Shareholders Agreement”) or other definitive agreements containing, customary terms including the terms set forth in Exhibit B hereto, and the Lead Investor shall use reasonable efforts to cause each Rollover Shareholder to agree and become a party to the Shareholders Agreement. Parent and each Investor hereby agree to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Parent solely consists of directors appointed by the Lead Investors in accordance with Exhibit B hereto immediately prior to the Effective Time. In the event that the Investors are unable to agree on the terms of the Shareholders Agreement, the terms set forth in Exhibit B hereto shall govern with respect to the matters set forth therein until such time as the Investors enter into the Shareholders Agreement, and the Lead Investor shall use reasonable efforts to cause each Rollover Shareholder to abide by the terms set forth in Exhibit B as if they had agreed to the terms set forth in Exhibit B as a party.

1.5 Required Information. Each of the Investors, on behalf of itself and its respective Affiliates, agrees to promptly provide to Parent (consistent with the timing required by the Merger Agreement or applicable Law, as applicable) any information about such Investor (or its Affiliates) that Parent (at the direction of the Lead Investor) reasonably determines upon the advice of outside legal counsel is required to be included in (i) the Proxy Statement, (ii) the Schedule 13E-3 or (iii) any other filing or notification with any Governmental Entity in connection with the Transactions, including the Merger, this Agreement, the Equity Commitment Letters, the Limited Guarantees or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions. Each of the Investors shall reasonably cooperate with Parent in connection with the preparation of the foregoing documents to the extent such documents relate to such Investor (or any of its Affiliates). Each of the Investors agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), its and its respective Affiliates’ identity and beneficial ownership of the Shares or other equity securities of the Company and the nature of such Party’s commitments, arrangements and understandings under this Agreement, the Equity Commitment Letters, the Limited Guarantees or any other agreement or arrangement to which it (or any of its Affiliates) is a party relating to the Transactions (including a copy thereof), to the extent required by applicable Law or the SEC (or its staff). Each of the Investors hereby represents and warrants to Parent and the Lead Investor as to itself and its Affiliates, as applicable, that, solely with respect to any information supplied by such Investor in writing pursuant to this Section 1.5, none of such information contained or incorporated by reference in the Proxy Statement will at the time of the mailing of the Proxy Statement to the shareholders of the Company, at the time of the Shareholder Meeting, or at the time of any amendments thereof or supplements thereto, and none of such information supplied or to be supplied by such Investor for inclusion or incorporation by reference in the Schedule 13E-3 to be filed with the SEC concurrently with each filing of the Proxy Statement will, at the time of such filing with the SEC, or at the time of filing with the SEC any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Investor agrees to join (and to cause its Affiliates to join, to the extent required by applicable Law or the SEC (or its staff)) as a filing party to any Schedule 13E-3 filing discussed in the preceding sentence.

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1.6 Consummation of the Transactions. In the event that the Closing Conditions are satisfied or validly waived in accordance with the terms of the Merger Agreement and this Agreement, and Parent and Merger Sub are obliged to consummate the Merger in accordance with the Merger Agreement, (i) Parent may enforce the obligation of any Failing Investors under its Equity Commitment Letter, and/or (ii) the Lead Investor, acting in its sole discretion, may terminate the participation in the Transactions of any Financial Investor that fails to fund its Equity Commitment or that asserts in writing its unwillingness to fund its Equity Commitment, in each case pursuant to its Equity Commitment Letter (a “Failing Investor”); provided, that such termination shall not affect the rights of the Closing Investors (as defined below) against such Failing Investor with respect to such breach or threatened breach, which rights shall be exercised in the manner as provided in Sections 2.4 and 2.5 hereof. In the event the Lead Investor terminates a Failing Investor’s participation in the Transactions, the amount of such Failing Investor’s Equity Commitment shall first be offered to the Lead Investor, and if none or not all of a Failing Investor’s Equity Commitment is accepted by the Lead Investor, then the Lead Investor, in its sole discretion, may offer such Failing Investor’s Equity Commitment, or any portion thereof, to the other Investors or to one or more new investors approved by the Lead Investor in its sole discretion. Notwithstanding anything to the contrary herein, the Parties agree and acknowledge that, if any Financial Investor reasonably expects that it will not be able to timely fund its Equity Commitment pursuant to its Equity Commitment Letter due to any governmental or regulatory factors (the “Potential Funding Failure”), it shall promptly notify the Lead Investor of such Potential Funding Failure. To the extent a Financial Investor notifies the Lead Investor of the Potential Funding Failure at a time reasonably in advance of the Closing, such Financial Investor will be offered a reasonable period of time to discuss and negotiate with the Lead Investor for alternative plans (including but not limited to alternative financing plans). For the avoidance of doubt, such Financial Investor will not be deemed a Failing Investor, a Breaching Investor (as defined below) or a Defaulting Investor (as defined below) solely due to the Potential Funding Failure if (A) such Financial Investor and the Lead Investor reach an agreement on alternative plans to ensure that such Financial Investor’s Equity Commitment can be timely funded at or prior to the Effective Time pursuant to the Equity Commitment Letter, and (B) such Financial Investor actually funds or causes to be funded its Equity Commitment at or prior to the Effective Time pursuant to its Equity Commitment Letter.

1.7 Non-Consenting Investors. Notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub shall not, and the Lead Investor shall not permit Parent and Merger Sub to, (i) modify or amend the Merger Agreement so as to increase or modify in a manner materially adverse to Parent, Merger Sub or any Investor the amount or form of the Merger Consideration (including by waiver of a material breach of the Company’s representation and warranty regarding its capitalization) or increase in any way the obligations under the Limited Guarantees or the Equity Commitment Letters, (ii) increase the amount of the Parent Termination Fee, or modify or waive, in a manner materially adverse to Parent, Merger Sub or any Investor, any provisions relating to the Parent Termination Fee, the aggregate cap on monetary damages available to the Company or any other limitations to the remedies of Parent or Merger Sub under the Merger Agreement or (iii) materially modify the structure of the Transactions, in each case, without the consent of each Investor; provided, however, that in the event that the Lead Investor is willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent and Merger Sub to do so) with respect to the matters described in clauses (i) through (iii) above and any other Investor declines to agree to, proceed with, or take any action with respect to such matter (a “Non-Consenting Investor”), the Lead Investor may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the Transactions, and the Non-Consenting Investor shall also be entitled to terminate its participation in the Transactions at its sole discretion, and in each such event, such Non-Consenting Investor shall thereafter have no rights or liability hereunder (except as specifically provided in Section 1.9(c) hereof and with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such termination) or under its Equity Commitment Letter or Limited Guarantee, provided, further, that (a) the Lead Investor shall procure and ensure that such Non-Consenting Investor has received a full and unconditional release of his, her or its obligations under this Agreement (except specifically provided in Section 1.9(c) hereof and with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release) and under its Equity Commitment Letter and its Limited Guarantee from Parent, the Company, and each other Investor, as applicable, or a mutually satisfactory indemnity with respect to such Non-Consenting Investor’s liabilities under this Agreement, its Equity Commitment Letter and its Limited Guarantee, and (b) such Non-Consenting Investor shall not be deemed a Breaching Investor or a Defaulting Investor. In the event the Lead Investor terminates a Non-Consenting Investor’s participation in the Transactions, or a Non-Consenting Investor terminates its participation in the Transactions, the amount of such Non-Consenting Investor’s Equity Commitment shall first be offered to the Lead Investor, and if none or not all of such Non-Consenting Investor’s Equity Commitment is accepted by the Lead Investor, then the Lead Investor, in its sole discretion, may offer such Non-Consenting Investor’s Equity Commitment, or any portion thereof, to the other Investors or to one or more new investors approved by the Lead Investor in its sole discretion.

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1.8 Termination Fee and Expense Sharing.

(a) Upon consummation of the Merger, Parent shall or shall cause the Surviving Company to reimburse the Lead Investor for, or pay on behalf of the Lead Investor, as the case may be, all of its out-of-pocket costs and expenses incurred in connection with the Merger (“Consortium Transaction Expenses”), including the reasonable fees, expenses and disbursements of advisors or consultants retained by the Lead Investor in connection with the Merger. The Parties agree that the Lead Investor shall be responsible for engaging (including the scope and engagement terms), terminating or changing all joint advisors and/or consultants to the Parties in connection with the Merger.

(b) If the Merger Agreement is terminated prior to the Closing (and Section 1.8(c) and Section 1.8(f) below do not apply), the Investors agree to share the Consortium Transaction Expenses incurred in connection with the Merger in proportion of their respective anticipated shareholding percentages in Parent immediately after consummation of the Merger as set forth in column (F) of Exhibit A hereto.

(c) If the failure of the Merger to be consummated prior to termination of the Merger Agreement results from any breach of this Agreement and/or the Equity Commitment Letters, as applicable, by one or more Investors and their respective Affiliates (each a “Breaching Investor”), then the Breaching Investor(s) shall be responsible to pay the full amount of the Consortium Transaction Expenses, without prejudice to any other claims, rights and remedies otherwise available to the non-breaching Investors; provided that if there are more than one Breaching Investor, each Breaching Investor’s portion of the total payment obligations contained in the preceding sentence shall equal to the product of (i) the amounts due from all Breaching Investors under the preceding sentence multiplied by (ii) a fraction, the numerator of which is such Breaching Investor’s Equity Commitment, and the denominator of which is the sum of all Breaching Investors’ Equity Commitments.

(d) If (i) the Merger Agreement is terminated pursuant to Section 9.1(b) or Section 9.1(h) thereof, (ii) any amount becomes payable by the Investors pursuant to the Limited Guarantees and (iii) one or more of the Investors are Defaulting Investors (as defined below), then such Defaulting Investor(s) shall pay to Parent an amount equal to the sum of Parent Termination Fee and such costs and expenses to be reimbursed by Parent pursuant to Section 9.2(d) of the Merger Agreement by wire transfer of same day funds within five Business Days following such termination of the Merger Agreement. A “Defaulting Investor” is an Investor whose failure to perform its obligation under its Equity Commitment Letter and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 9.1(b) or Section 9.1(h) thereof. Notwithstanding anything to the contrary in this Agreement, to the extent that the Limited Guarantee of an Investor that is not the Defaulting Investor has been enforced, the Defaulting Investor(s) shall promptly pay (or reimburse, as applicable) the amount of the Guaranteed Obligations (as defined in such Limited Guarantee) of such non-Defaulting Investor that is payable thereunder directly to such non-Defaulting Investor. If there are more than one Defaulting Investor, each Defaulting Investor’s portion of the total payment obligations contained in this Section 1.8(d) shall equal to the product of (i) the amounts due from all Defaulting Investors under this Section 1.8(d) multiplied by (ii) a fraction, the numerator of which is such Defaulting Investor’s Equity Commitment, and the denominator of which is the sum of all Defaulting Investors’ Equity Commitments.

(e) Prior to making any payment of Consortium Transaction Expenses hereunder, each Investor shall be entitled to receive and review, upon request, reasonable documentation of such fees and expenses.

(f) Any termination, break-up, reimbursement or other fees and amounts (including the Company Termination Fee) paid by the Company or any of its Affiliates to the Parent pursuant to the Merger Agreement or otherwise, after being first used to pay or adequately provisioned for all Consortium Transaction Expenses, shall be promptly paid by Parent or Merger Sub to the Investors (other than any such Investor that is a Failing Investor at the time of termination of the Merger Agreement) or their designees in proportion of their respective LG Percentages, determined excluding the Maximum Amount of each Failing Investor.

(g) The obligations under this Section 1.8 shall exist whether or not the Merger is consummated, and shall survive the termination of the other terms of this Agreement.

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1.9 Representations and Warranties; Covenant.

(a) Each Party hereby represents, warrants and covenants to the other Parties that: (i) it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party and no other proceedings or procedures are necessary to approve this Agreement, (iii) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party enforceable in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law), and (iv) such Party’s execution, delivery and performance of this Agreement will not violate: (A) if such Party is a corporate entity, any provision of its organizational documents, (B) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party, or (C) any material provision of any material agreement or other instrument to which such Party is a party.

(b) Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor specifically for inclusion or incorporation by reference in the Proxy Statement or Schedule 13E-3 will cause a breach of the representations and warranties of Parent or Merger Sub set forth in the Merger Agreement. Each Investor hereby represents and warrants to the other Investors that each of such Investor and its Affiliates has not entered into any agreement, arrangement or understanding with any other Investor or such other Investor’s Affiliates, any other potential investor, group of potential investors, or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including exhibits) and the Merger Agreement or unless otherwise disclosed to the other Investors in writing prior to the date of this Agreement.

(c) Until this Agreement is terminated pursuant to Section 2.1, no Investor shall enter into any agreement, arrangement or understanding with any other potential investor or acquirer, group of investors or acquirors, or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior written approval of the Lead Investor, other than any agreement expressly contemplated by this Agreement (including exhibits) or the Merger Agreement (including exhibits); provided, that this Section 1.9(c) shall continue to apply to an Investor (i) that is a Failing Investor for a period of one year following such Investor becoming a Failing Investor or (ii) that is released from this Agreement pursuant to Section 1.7 until the earlier of the Effective Time and termination of the Merger Agreement pursuant to Article IX thereof.

(d) Each of Parent and Merger Sub hereby represents, warrants and covenants to each of the Investors that it has not entered, and prior to the Closing will not enter, into any agreement or arrangement of any kind with any Person that grants a Person: (i) the right to purchase a different class of security than that being purchased by the Investors in accordance with the terms of the Equity Commitment Letters, or (ii) the right to purchase the same class of security as that being purchased by the Investors in accordance with the Equity Commitment Letters, but at a lower price than pursuant thereto.

(e) Parent will use its commercially reasonable efforts to provide each Investor with at least three (3) Business Days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under this Agreement. Any notices received by Parent pursuant to Section 10.4 of the Merger Agreement shall be promptly provided to each Investor at the address set forth in column (B) of Exhibit A hereto.

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1.10 Announcement. Subject to Section 7.3 of the Merger Agreement as it relates to Parent and Merger Sub, no announcements regarding the subject matter of this Agreement shall be issued by any Investor without the prior written consent of the Lead Investor (such consent not to be unreasonably withheld or delayed), except to the extent that any such announcements are required by law, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after (a) the form and terms of such disclosure have been provided to the Lead Investor for its review and comment, and (b) notice has been provided to the Lead Investor and the Lead Investor has had a reasonable opportunity to comment thereon, in each case to the extent legally permissible.

1.11 Confidentiality.

(a) Except as permitted under Section 1.11(d), no Party shall, and each Party shall direct its Affiliates and officers, directors, employees, accountants, consultants, financial and legal advisors, agents and other authorized representatives (such Party’s “Representatives”) not to, disclose any Confidential Information (as defined below) received by it (the “Recipient”) from any other Party (the “Discloser”) to any third party, other than to such Party’s Affiliates and Representatives. No Party shall, and each Party shall direct its Affiliates and Representatives not to, use any Confidential Information for any purpose other than for the purposes of giving effect to and performing its obligations under this Agreement or evaluating, negotiating and implementing the Transactions. “Confidential Information” includes (i) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Agreement or the Transactions, unless such information (A) is already known to such Party or to others not known by such Party to be bound by a duty of confidentiality, (B) is or becomes publicly available other than through a breach of this Agreement by such Party or its Representatives or (C) is independently developed by such Party or its Representatives without the use of Confidential Information and (ii) the existence or terms of, and any negotiations or discussions relating to, this Agreement and any definitive documentation in connection with the Transactions, including the Merger Agreement.

(b) Subject to Section 1.11(c), the Recipient shall, and shall direct its Affiliates and Representatives that receive Confidential Information to, return or destroy (in the Recipient’s sole discretion), upon written request of the Discloser, any Confidential Information which falls within clause (i) of the definition of Confidential Information; provided that with respect to any electronic data that constitutes Confidential Information, the foregoing obligation shall not apply to any electronic data stored on the back-up tapes of the Recipient’s hardware. Notwithstanding the foregoing, the Investors shall be permitted to retain copies of the Confidential Information in order to comply with legal, regulatory or internal policy requirements.

(c) Each Party acknowledges that, in relation to Confidential Information received from the other Parties, the obligations contained in this Section 1.11 shall continue to apply for a period of 12 months following termination of this Agreement pursuant to Section 2.1, unless otherwise agreed in writing.

(d) Notwithstanding anything to the contrary in this Agreement, a Party may disclose Confidential Information (i) to those of its Affiliates and Representatives as such Party reasonably deems necessary to give effect to, perform its obligations under or enforce this Agreement or evaluate, negotiate and implement the Transactions, but only on a confidential basis; or (ii) if required by Law or a court of competent jurisdiction, the United States Securities and Exchange Commission or any other regulatory body or international stock exchange having jurisdiction over a Party or pursuant to whose rules and regulations such disclosure is required to be made, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable.

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1.12 Tax. Each Investor shall be responsible for its own Taxes and related Tax obligations arising from the Transactions (including Tax filings, payments and other obligations). The Investors shall cooperate with the Surviving Company in fulfilling the Surviving Company’s Tax withholding, reporting, registration or similar obligations, if any, in connection with the Transactions.

2. MISCELLANEOUS.

2.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.5, 1.8, 1.9, 1.10, 1.11, 1.12 and 2) upon the earlier of the Effective Time and the termination of the Merger Agreement pursuant to Article IX thereof; provided, that any liability for failure to comply with the terms of this Agreement prior to such termination shall survive such termination.

2.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Lead Investor; provided that (a) no provision of this Agreement (excluding exhibits) may be amended in a manner that by its terms adversely affects an Investor without such Investor’s consent, (b) no provision in this Agreement that requires the consent of each Investor may be amended without a writing signed by all of the Investors, and (c) any waiver of any right of an Investor under this Agreement only requires the written consent of such Investor.

2.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner.

2.4 Remedies. Except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). In the event that Parent determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, the Investors that are prepared to fund their Equity Commitments immediately prior to the Closing (the “Closing Investors”) shall be entitled, in their discretion, to either (i) specific performance of the terms of this Agreement and the Equity Commitment Letters, as applicable, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (ii) payment by the Failing Investors in an amount equal to the aggregate out-of-pocket damages incurred by such Closing Investors (including without limitation amounts paid under any such Closing Investor’s Limited Guarantee). If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (A) the amounts due from all Failing Investors hereunder and (B) a fraction of which the numerator is such Failing Investor’s Equity Commitment, as applicable, and the denominator is the sum of all Failing Investors’ Equity Commitments.

2.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Parent, Merger Sub and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, shareholder, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, shareholder, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

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2.6 Governing Law; Jurisdiction.

(a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof that would subject such matter to the Laws of another jurisdiction.

(b) Any Legal Proceedings 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 2.6 (the “Rules”). 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 arbitration 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 arbitration 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.

(c) Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 2.6, any Party may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, and construed in accordance with, the laws of the State of New York.

(d) Each of the Parties irrevocably consents to service of process in the manner provided for notices in Section 10.4 of the Merger Agreement and in the case of each Investor at the address set forth in column (B) of Exhibit A hereto. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

2.7 Exercise of Rights and Remedies.

(a) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any Party in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

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(b) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Except as set forth in this Section 2.7, including the limitations set forth in Section 2.7(c), it is agreed that prior to any termination of this Agreement, the non-breaching Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by any other Party and to specifically enforce the terms and provisions of this Agreement.

(c) The Parties’ right of specific enforcement is an integral part of the transactions contemplated hereby and each Party hereby waives any objections to the grant of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by any other Party (including any objection on the basis that there is an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity), and each Party shall be entitled to an injunction or injunctions and to specifically enforce the terms and provisions of this Agreement to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section 2.7. In the event any Party seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, such Party shall not be required to provide any bond or other security in connection with such order or injunction all in accordance with the terms of this Section 2.7.

2.8 Other Agreements. This Agreement, together with the Merger Agreement, the Equity Commitment Letters, the Limited Guarantees and the other agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the Parties or any of their Affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms having been expressly amended, clarified or supplemented by this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of such other agreements as are referenced herein, the provisions of this Agreement shall prevail.

2.9 Assignment. This Agreement may not be assigned by any Party or by operation of law or otherwise without the prior written consent of each of the other Parties, except that (i) the Agreement may be assigned by the Lead Investor to an Affiliate of the Lead Investor, (ii) this Agreement may be assigned by any Financial Investor (A) to one or more Affiliates of such Financial Investor, or to one or more investment funds or investment vehicles sponsored, advised or managed by such Financial Investor, or by any Affiliate of such Financial Investor or the general partner or investment manager of such Financial Investor (including any such affiliated investment fund or investment vehicle to be set up after the date hereof) or (B) with the prior written approval of the Lead Investor, to any other person, and (iii) with the prior written approval of the Lead Investor, may be assigned by a Failing Investor to a new investor that accepts such Failing Investor’s Equity Commitment pursuant to Section 1.6; provided that the Party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 2.9 shall be void.

2.10 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

[Signature pages follow]

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In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang
Title:	Director

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership)
粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)
By:	/s/ (company seal was affixed)
Name:
Title:

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd.
中晟鼎新投资基金管理(北京)有限公司
By:	/s/ Yunfang Zhou (company seal was affixed)
Name:	Yunfang ZHOU
Title:	Authorized Signatory

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

iking Way Limited
By:	/s/ Ye Tian
Name:	Ye Tian
Title:	Authorized Signatory

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

Shanghai Linsi Enterprise Management Partnership (Limited Partnership)
上海麟思企业管理合伙企业(有限合伙)
By:	/s/ Xiu Jin (company seal was affixed)
Name:	Xiu JIN
Title:	Authorized Signatory

[Signature Page to Interim Investors Agreement]

In witness whereof, each of the undersigned has duly executed this Agreement as of the date first written above.

Cheers Inc.
By:	/s/ Bing Zhang
Name:	Bing Zhang
Title:	Director
GSMG Ltd.
By:	/s/ Bing Zhang
Name:	Bing Zhang
Title:	Director

[Signature Page to Interim Investors Agreement]

Exhibit A

PARENT SHARES

(A) Shareholder	(B) Notice Address	(C) Rollover Shares	(D) Cash Subscription	(E) Parent Shares	(F) Anticipated Shareholding Percentage
Happy Starlight Limited	22F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing	19,712,863	-	19,712,863	28.94%
Yuemintou Huiqiao No. 9 (Shenzhen) Investment Partnership (Limited Partnership) 粤民投慧桥玖号(深圳)投资合伙企业(有限合伙)	5201, Building 1, Century Center of Excellence, southeast of the junction of Fuhua Road 3 and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen, China	-	US$10,000,000	6,451,613	9.47%
Zhongsheng Dingxin Investment Fund Management (Beijing) Co., Ltd. 中晟鼎新投资基金管理(北京)有限公司	6F, Building 4, Wangjing Street, Chaoyang, Beijing	-	US$8,760,715	5,652,074	8.30%
iking Way Limited	Room 2402, 24/F., Bank of America Tower, 12 Harcourt Road, Central, Hong Kong	-	US$1,200,000	774,194	1.14%
Shanghai Linsi Enterprise Management Partnership (Limited Partnership) 上海麟思企业管理合伙企业(有限合伙)	Room 1201, 1010 Huaihai M Rd, Shanghai, China	-	US$8,800,000	5,677,419	8.33%
Other shareholders	-	29,854,239	-	29,854,239	43.82%
Total	-	49,567,102	US$28,760,715	68,122,402	100%

EX-99.6

Exhibit 99.6

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and further agree that this joint filing agreement shall be included as an exhibit to such joint filing, and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate. The undersigned each expressly authorize each other to file any and all amendments to such statement on their behalf. The undersigned agree that this joint filing agreement may be signed in counterparts.

Dated: July 12, 2022

Bing Zhang
By:	/s/ Bing Zhang
Name:	Bing Zhang, an individual
cheers inc.
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Happy Starlight Limited
By:	/s/ Bing Zhang
Name:	Bing Zhang, Authorized Signatory
Jia Lu
By:	/s/ Jia Lu
Name:	Jia Lu, an individual
Enjoy Starlight Limited
By:	/s/ Jia Lu
Name:	Jia Lu, Authorized Signatory

Himanshu H. Shah
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, an individual
Shah Capital Opportunity Fund LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Shah Capital Management, Inc.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah, Authorized Signatory
Ronghui Zhang
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, an individual
Wealth Starlight Limited
By:	/s/ Ronghui Zhang
Name:	Ronghui Zhang, Authorized Signatory
WEI Zhang
By:	/s/ Wei Zhang
Name:	Wei Zhang, an individual
Hui Lin
By:	/s/ Hui Lin
Name:	Hui Lin, an individual
Rich Starlight Limited
By:	/s/ Hui Lin
Name:	Hui Lin, Authorized Signatory
Hanying Li
By:	/s/ Hanying Li
Name:	Hanying Li, an individual

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Lilly Starlight Limited
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Renny Consulting Ltd
By:	/s/ Hanying Li
Name:	Hanying Li, Authorized Signatory
Song Gao
By:	/s/ Song Gao
Name:	Song Gao, an individual
Peiyuan Qiu
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, an individual
Smart Best International Corporation
By:	/s/ Peiyuan Qiu
Name:	Peiyuan Qiu, Authorized Signatory
Zhengjun Zhang
By:	/s/ Zhengjun Zhang
Name:	Zhengjun Zhang, an individual
Nan Lu
By:	/s/ Nan Lu
Name:	Nan Lu, an individual
Jianhua Wang
By:	/s/ Jianhua Wang
Name:	Jianhua Wang, an individual
Ailin Xin
By:	/s/ Ailin Xin
Name:	Ailin Xin, an individual
Ring & King Investment Co., Limited
By:	/s/ Ailin Xin
Name:	Ailin Xin, Authorized Signatory

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