The following diagram
illustrates our current corporate structure and the place of formation
and affiliation of each of our subsidiaries and our affiliated entity
as of the date of this prospectus:
| (1) |
For risks relating to our current corporate structure, see “Risk Factors—Risks Related to the Regulation of Our Business.” |
| (2) |
Agreements
that provide us with effective control over Shanghai Zhengtu Network
Technology Co., Ltd., or Zhengtu Network, include irrevocable powers of
attorney, share pledge
agreements, purchase options and cooperation agreements. See “Our
Corporate Structure—Contractual Arrangements with the Consolidated
Affiliated Entity and Its Shareholders—Agreements that Provide Us
Substantial Ability to Control and
an Option to Acquire Zhengtu Network.” |
| (3) |
The
economic benefits and losses of Zhengtu Network accrue to Shanghai
Zhengtu Information Technology Co., Ltd. pursuant to an exclusive
technical consulting and services agreement,
and an online game software sales and licensing agreement. See “Our
Corporate Structure—Contractual Arrangements with the Consolidated
Affiliated Entity and Its Shareholders—Exclusive Technical Consulting
and Services Agreement and
Online Game Software Sales and Licensing Agreement that Transfers
Economic Benefits from the Affiliated Entity to Us.” |
| (4) |
Shanghai
Lanlin Bio-Technology Co., Ltd., or Shanghai Lanlin, is wholly
beneficially owned by Yuzhu Shi, our current chief executive officer
and chairman, through (i) his 95%
interest in Giant Investment Co., Ltd. (which holds a 90% interest in
Shanghai Lanlin), (ii) a written statement by Jinhua Niu (who holds a
5% interest in Giant Investment Co., Ltd.) disclaiming all ownership
rights in Giant Investment Co., Ltd. in
favor of Yuzhu Shi and (iii) a proxy shareholding agreement with Kai
Chen (who holds a 10% interest in Shanghai Lanlin) which gives Yuzhu
Shi all beneficial ownership rights of Kai Chen’s shares in Shanghai
Lanlin. |
posted on 2007-10-18 21:37
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