PDF《HC INTERNATIONAL, INC. 慧聪网有限公司 *》

(ii) the conditional asset transfer agreement dated

26 April

2016 (the "Asset Transfer Agreement") (a copy of which is marked "B2" and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between Orange Triangle Inc. and Beijing Zhixing Ruijing in respect of the transfer of, among others, certain intellectual property rights owned by Orange Triangle Inc. from Orange Triangle Inc. to Beijing Zhixing Ruijing;

and (iii) the conditional termination agreement dated

26 April

2016 (the "Termination Agreement") (a copy of which is marked "B3" and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between Mr. Guo, Mr. Liu, Beijing Orange Triangle Technology Co., Ltd. (北京橙三角科技有限公司), Beijing Zhixing Ruijing and Orange Triangle Inc. in relation to the termination of the Existing Structured Contracts (as defined in the circular of the Company dated

30 August

2016 (the "Circular")) and the transactions contemplated under the Equity Transfer Agreement, the Asset Transfer Agreement and the Termination Agreement be and are hereby approved, ratified and confirmed;

and ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4) (b) any one or more of the directors of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Equity Transfer Agreement, the Asset Transfer Agreement and the Termination Agreement and the transactions contemplated thereunder. (3) (a) the conditional supplemental partnership agreement dated

26 April

2016 (as supplemented by the second supplemental partnership agreement dated

4 August

2016 and the third supplemental partnership agreement dated

23 August 2016) (the "Supplemental Partnership Agreement") (a copy of which is marked "C" and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between Beijing Huicong Construction and Mr. Liu, Mr. Shi Shilin, Ms. Wang Qian and Ms. Yang Ye (collectively, the "Zhixing Ex-Shareholders") in relation to, among others, the Reward Mechanism, and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

and (b) any one or more of the directors of the Company be and is hereby authorised to do all such acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/their opinion necessary, desirable or expedient to implement and/or give effect to the terms of the Supplemental Partnership Agreement and the transactions contemplated thereunder. SPECIAL RESOLUTION FOR (Note 4) AGAINST (Note 4) (4) (a) the execution, delivery and performance by the Company of the conditional deed supplemental to the Sale and Purchase Agreement (as defined in the Circular) dated

26 April

2016 (the "Supplemental Deed") (a copy of which is marked "D" and initiated by the chairman of the Meeting for identification purpose and tabled at the Meeting) entered into between the Company, NAVI-IT and the Zhixing Ex-Shareholders in relation to the Buy-Backs, together with the terms and conditions thereof and all the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

(b) the directors of the Company be and are hereby authorised to determine the manner and terms of the Buy-Backs;