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- F-1 Registration statement (foreign)
- 3.1 Ex 3.1 - Pre-ipo Memorandum and Articles of Association
- 3.2 EX-3.2 - Post-ipo Memorandum and Articles of Association
- 10.3 Ex 10.3 - 2014 Share Incentive Plan
- 10.4 Ex 10.4 - 2017 Share Option Plan
- 10.5 Ex 10.5 - 2017 Restricted Share Award Scheme (As Amended and Restated)
- 10.6 Ex 10.6 - Share Subscription Agreement (Min RIVER)(2016)
- 10.7 Ex 10.7 - Share Subscription Agreement (PAGAC)(2016)
- 10.8 Ex 10.8 - Share Subscription Agreement (China Investment CORPORATION)(2016)
- 10.9 Ex 10.9 - Share Subscription Agreement (Cicfh Group LIMITED)(2016)
- 10.10 Ex 10.10 - Share Subscription Agreement (Green TECHNOLOGY)(2016)
- 10.11 Ex 10.11 - Share Subscription Agreement (Pan ASIA)(2016)
- 10.12 Ex 10.12 - Share Subscription Agreement Dated December 8, 2017
- 10.13 Ex 10.13 - Share Transfer Agreement Dated December 8, 2017
- 10.14 Ex 10.14- Investor Agreement Dated December 15, 2017
- 10.15 Ex 10.15 - Share Subscription Agreement Dated January 15, 2018
- 10.16 Ex 10.16 - Share Subscription Agreement (Min River)(february 2018)
- 10.17 Ex 10.17 - Share Subscription Agreement (Pagac)(february 2018)
- 10.18 Ex 10.18 - Share Subscription Agreement (Cicfh)(february 2018)
- 10.19 Ex 10.19 - Share Subscription Agreement (Min River)(march 2018)
- 10.20 Ex 10.20 - Share Subscription Agreement (Pagac)(march 2018)
- 10.21 Ex 10.21 - Share Subscription Agreement (Cicfh)(march 2018)
- 10.22 Ex 10.22 - Share Subscription Agreement Dated August 23, 2018
- 10.23 Ex 10.23 - Share Transfer Agreement Dated August 28, 2018
- 10.24 Ex 10.24 - Third Amended and Restated Shareholders Agreement
- 10.25 Ex 10.25 - Amendment to the Third Amended and Restated Shareholders Agreement
- 10.26 Ex 10.26 - Equity Interests Pledge Agreement (Xizang Qiming)
- 10.27 Ex 10.27- Exclusive Option Agreement (Xizang Qiming)
- 10.28 Ex 10.28 - Exclusive Technical Service Agreement (Xizang Qiming)
- 10.29 Ex 10.29 - Voting Trust Agreement (Xizang Qiming)
- 10.30 Ex 10.30 - Spousal Consent (Spouse of MR. Yang)
- 10.31 Ex 10.31 - Loan Agreement Between Beijing Tencent Music and MS. Hu
- 10.32 Ex 10.32 - Loan Agreement Between Beijing Tencent Music and MR. Yang
- 10.33 Ex 10.33 - Equity Interests Pledge Agreement (Guangzhou Kugou)
- 10.34 Ex 10.34 - Exclusive Option Agreement (Guangzhou Kugou)
- 10.35 Ex 10.35 - Exclusive Technical Service Agreement (Guangzhou Kugou)
- 10.36 Ex 10.36 - Voting Trust Agreement (Guangzhou Kugou)
- 10.37 Ex 10.37 - Loan Agreement Among MR. Xie, MR. Chen and Beijing Tencent Music
- 10.38 Ex 10.38 - Debt Assignment and Offset Agreement
- 10.39 Ex 10.39 - Spousal Consent (Spouse of MR. Xie)
- 10.40 Ex 10.40 - Spousal Consent (Spouse of MR. Tang)
- 10.41 Ex 10.41 - Spousal Consent (Spouse of MR. Xu)
- 10.42 Ex 10.42 - Spousal Consent (Spouse of MR. Dong)
- 10.43 Ex 10.43 - Spousal Consent (Spouse of MR. Qiu)
- 10.44 Ex 10.44 - Spousal Consent (Spouse of MS. Hu)
- 10.45 Ex 10.45 - Equity Interests Pledge Agreement (Beijing Kuwo)
- 10.46 Ex 10.46 - Exclusive Option Agreement (Beijing Kuwo)
- 10.47 Ex 10.47 - Exclusive Technical Service Agreement (Beijing Kuwo)
- 10.48 Ex 10.48 - Voting Trust Agreement (Beijing Kuwo)
- 10.49 Ex 10.49 - Loan Agreement Among Mr.xie, MR. Shi and Yeelion Online
- 10.50 Ex 10.50 - Spousal Consent (Spouse of MR. Xie)
- 10.51 Ex 10.51 - Equity Interests Pledge Agreement (Shenzhen Ultimate)
- 10.52 EX-10.52 - Exclusive Option Agreement (Shenzhen Ultimate)
- 10.53 EX-10.53 - Exclusive Technical Service Agreement (Shenzhen Ultimate)
- 10.54 EX-10.54 - Voting Trust Agreement (Shenzhen Ultimate)
- 10.55 EX-10.55 - Spousal Consent (Spouse of MR. Ma)
- 10.56 EX-10.56 - Spousal Consent (Spouse of Mr.ding)
- 10.57 EX-10.57 - Master Business Cooperation Agreement
- 21.1 Ex 21.1 - List of Principal Subsidiaries and Vies
- 23.1 Ex 23.1 - Consent of Pricewaterhousecoopers Zhong Tian LLP (Tme)
- 23.2 Ex 23.2 - Consent of Pricewaterhousecoopers Zhong Tian LLP (CMC)
- 99.2 Ex 99.2 - Opinion of Han Kun Law Offices Regarding Certain PRC Law Matters
- 99.3 Ex 99.3 - Consent of Iresearch
Exhibit 10.38
Debt Assignment and Offset Agreement
This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on April 11, 2017, by and among Chen Xiaotao (PRC Identification number: [ ], the “Transferor”), Qiu Zhongwei (PRC Identification number: [ ], the “Transferee”), and Ocean Interactive (Beijing) Information Technology Co., Ltd.(the “WFOE”).
Whereas, Chen Xiaotao and Qiu Zhongwei entered into a Share Transfer Agreement onApril 11, 2017, (the “Share Transfer Agreement”). The Share Transfer Agreement stipulated that the Transferor should transfer 9.99% equity interest of Guangzhou Kugou Computer Technology Co., Ltd. (the“VIE Company”) (the “Target Equity”, which is equal to RMB6,792,571 of the registered capital of the VIE Company ) to the Transferee. According the Share Transfer Agreement, the consideration of the Target Equity is RMB64,400,000) (the “Transfer Price”).
Whereas, the Transferor, Xie Guomin and the WFOE entered into a Loan Agreement on April 21, 2014 (the “Loan Agreement”). The Loan Agreement specified that the WFOE collectively extend an amount of RMB64,400,000 (the “Loan”) to the Transferor.
In view of above, the parties agree as follows:
1. | The Transferor and the WFOE agree to offset the Transferor’s creditor rights on the Transfer Price (including the affiliated rights and claims) with the Transferor’s debts on the Loan (including the interests) completely. When the Agreement comes into effect, the WFOE is the creditor of the Transfer Price and the Transferee shall pay all the Transfer Price to the WFOE. Meanwhile, the Transferor’s obligation to pay the Loan (including the interests) to the WFOE shall be deemed to have been fulfilled completely. |
2. | The execution of the Agreement shall be deemed as the effective notice of the assignment of the debt sent by the Transferor to the Transferee. |
3. | The Transferee and the WFOE agree that the WFOE shall provide the Transferee with a loan equal to the amount of the Transfer Price for Transferee to pay the Transfer Price due to the Agreement. Therefore the Transferee and the WFOE confirm that the Transferee have fulfilled the Transfer Price payment obligation, the WFOE have provided a loan equal to the amount of Transfer Price to the Transferee, and the Transferee inherited all rights and obligations of the Transferor under the Loan Agreement. |
4. | This Agreement shall enter into force after all parties have signed or sealed properly. |
[The remainder of this Page is intentionally left blank]
This page is the signature page to the Debt Assignment and Offset Agreement.
Chen Xiaotao | Qiu Zhongwei | |
Signature:/s/ Chen Xiaotao | Signature:/s/ Qiu Zhongwei | |
Ocean Interactive (Beijing) Information Technology Co., Ltd. | ||
/s/ Seal of Ocean Interactive (Beijing) Information Technology Co., Ltd. |