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.

SECURITY AND ISSUER

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of the Company. As of the date of this Schedule 13D, the Company has 25,270,069 shares of Common Stock issued and outstanding. The principal executive office of the Company is located at 9th Floor, Vision Building, No. 39 Xueyuanlu, Haidian District, Beijing, China 100191.

IDENTITY AND BACKGROUND

This Schedule 13D is being jointly filed by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the transactions described in Item 4 of this Schedule 13D.

With respect to the Xia Parties, this Schedule 13D also amends and supersedes the Xia Schedule 13D. With respect to the SAIF Parties, this Schedule 13D amends and supersedes the SAIF Schedule 13D.

Except as expressly otherwise set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

The business address of each of the Reporting Persons other than the SAIF Parties is 9th Floor, Vision Building, No. 39 Xueyuanlu, Haidian District, Beijing, China 100191. The business address of each of the SAIF Parties is 2516-2520, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong.

Each of Karmen and East Action is an investment holding company. Shudong Xia is CEO and President of the Company. Shufeng Xia is the Director of financial department of China TransInfo Technology Group Co., Ltd. Danxia Huang is Vice President of Operations, Treasurer and Director of the Company.

The principal business of SAIF Partners is to make investments in companies in China and India. The principal business of SAIF GP and SAIF Capital is to serve as the general partners and advisers in the various investment vehicles, including SAIF Partners. Andrew Y. Yan is acting as the sole director of SAIF Capital.

During the five years preceding the date of this filing, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the five years preceding the date of this filing, none of the Reporting Persons has been 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.

Shudong Xia is a citizen of the People’s Republic of China. Shufeng Xia is a citizen of the People’s Republic of China. Danxia Huang is a citizen of the People’s Republic of China. Andrew Y. Yan is a citizen of Hong Kong Special Administrative Region, the People’s Republic of China.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to an agreement and plan of merger, dated as of June 8, 2012 (the “Merger Agreement”), by and among (i) TransCloud Company Limited (“Parent”), (ii) TransCloud Acquisition Inc. (“Merger Sub”), a Nevada corporation and a wholly-owned subsidiary of Parent and (iii) the Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving entity and a subsidiary of Parent (the “Merger”). Under the terms of the Merger Agreement, each of the Company’s shares of Common Stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $5.80 per share in cash, without interest, except shares held by the Company as treasury stock or owned by Parent and Merger Sub (including shares to be contributed by certain Reporting Persons prior to the effective time of the Merger pursuant to the Management Contribution Agreement and the SAIF Contribution Agreement described below). The Merger is subject to the approval of the Company’s stockholders and other customary closing conditions. The descriptions of the Merger and of the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated herein by reference in its entirety.

The Reporting Persons anticipate that approximately US$92.3 million will be expended in acquiring 13,071,944 outstanding shares of Common Stock owned by stockholders of the Company other than the Reporting Persons (“Publicly Held Shares”). This amount includes (a) the estimated funds required by Reporting Persons to (i) purchase the Publicly Held Shares, (ii) pay for the outstanding options to purchase Common Stock, and (iii) pay for the outstanding warrants to purchase Common Stock, and (b) the estimated transaction costs associated with the purchase of the Publicly Held Shares (excluding any tax liabilities).

The financing for the Merger and other transactions contemplated by the Merger Agreement will be obtained by the Reporting Persons pursuant to a facility agreement, dated as of June 8, 2012 (the “Facility Agreement”), by and between Parent and China Development Bank Corporation Hong Kong Branch (“CDB”), an equity commitment letter, dated as of June 7, 2012 (the “SAIF Commitment Letter”), by and between SAIF Partners IV L.P. and Shudong Investments Limited (“Holdco”), a British Virgin Islands company wholly-owned by Shudong Xia and the sole shareholder of Parent, and an equity commitment letter, dated as of June 7, 2012 (the “Xia Commitment Letter”), by and between Shudong Xia and Holdco. Under the terms and subject to the conditions of the Facility Agreement, CDB will provide a term loan facility of up to $96 million to Parent. Under the terms and subject to the conditions of the SAIF Commitment Letter, SAIF Partners IV L.P. will provide equity financing of an approximate amount of US$11.6 million to Holdco. The source of funds for such equity financing will come from the investors in such funds. Under the terms and subject to the conditions of Xia Commitment Letter, Shudong Xia will provide equity financing of an approximate amount of US$27.0 million to Holdco. The source of funds for such equity financing will come from Shudong Xia’s personal funds. The information disclosed in this paragraph is qualified in its entirety by reference to the Facility Agreement, the SAIF Commitment Letter and the Xia Commitment Letter. Copies of the Facility Agreement, the SAIF Commitment Letter and the Xia Commitment Letter are filed as Exhibit 7.03, Exhibit 7.04 and Exhibit 7.05, respectively, and are incorporated herein by reference in their entirety.

On June 7, 2012, Karmen, Shudong Xia, Shufeng Xia and Danxia Huang (the “Management Rollover Holders”) entered into a contribution agreement (the “Management Contribution Agreement”) with Parent and Holdco. Pursuant to the Management Contribution Agreement, the Management Rollover Holders agreed that, immediately prior to the effective time of the Merger, they will contribute to Parent an aggregate of 8,046,973 shares of Common Stock in exchange for the same amount of ordinary shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Management Contribution Agreement, a copy of which is filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.

On June 7, 2012, SAIF Partners entered into a contribution agreement (the “SAIF Contribution Agreement”) with Parent and Holdco. Pursuant to the SAIF Contribution Agreement, SAIF Partners agreed that, immediately prior to the effective time of the Merger, it will contribute to Parent an aggregate of 4,151,152 shares of Common Stock in exchange for the same amount of preference shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the SAIF Contribution Agreement, a copy of which is filed as Exhibit 7.07 and is incorporated herein by reference in its entirety.

PURPOSE OF TRANSACTION

On June 8, 2012, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company as the surviving entity. Under the terms of the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $5.80 in cash, without interest, except for shares of Common Stock owned by Parent and Merger Sub (including shares of Common Stock to be contributed to Parent by certain Reporting Persons prior to the effective time of the Merger pursuant to the Management Contribution Agreement and the SAIF Contribution Agreement).

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares. If the Merger is consummated, shares of Common Stock will no longer be traded on the NASDAQ Global Market and will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information disclosed in this paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, and is incorporated herein by reference in its entirety.

On June 7, 2012, the Management Rollover Holders and SAIF Partners, who collectively own approximately 48.27% of the outstanding shares of Common Stock, entered into a voting agreement (the “Voting Agreement”) with Parent, pursuant to which each of the Management Rollover Holders and SAIF Partners has agreed (i) when a meeting of the stockholders of the Company is held, to appear at such meeting or otherwise cause their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, (ii) to vote or cause to be voted at such meeting all their shares of Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and (iii) to vote or cause to be voted at such meeting all their shares of Common Stock against the approval any alternative transaction proposal or any other action contemplated any an alternative transaction proposal. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which has been filed as Exhibit 7.08, and is incorporated herein by reference in its entirety.

The information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.

Other than as described in Item 3 and Item 4 above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

INTEREST IN SECURITIES OF THE ISSUER

With respect to each of the Reporting Persons, the cover pages of this Schedule 13D are incorporated herein by reference, as if set forth in their entirety.

As of the date of this Schedule 13D, Shudong Xia directly holds and has the sole voting and dispositive power over 1,031,835 shares of Common Stock, representing approximately 4.08% of the outstanding shares of Common Stock. Shudong Xia is also the sole shareholder of East Action. East Action is the sole shareholder of Karmen. Karmen directly holds 6,005,242 shares of Common Stock, representing approximately 23.76% of the outstanding shares of Common Stock. Each of East Action and Shudong Xia Yang shares voting and dispositive control over the shares of the Common Stock held by Karmen. Each of East Action and Shudong Xia is thereby deemed to have beneficial ownership of such shares of Common Stock.

As of the date of this Schedule 13D, SAIF Partners beneficially owns 4,151,152 shares of Common Stock, representing approximately 16.43% of the outstanding shares of Common Stock. Andrew Y. Yan, SAIF Capital and SAIF GP may be deemed to be beneficial owners for purposes of filing this Schedule 13D, each of which disclaims beneficial ownership in such shares, except to the extent of their pecuniary interest therein.

By virtue of his direct and indirect control of SAIF Capital, SAIF GP and SAIF Partners, Andrew Y. Yan is deemed to have shared voting and dispositive powers with respect to the shares of Common Stock beneficially owned by SAIF Partners, as to which SAIF Capital, SAIF GP and SAIF Partners are also deemed to have shared voting and dispositive powers.

As of the date of this Schedule 13D, Shufeng Xia directly holds and has the sole voting and dispositive power over 500,000 shares of Common Stock, representing approximately 1.98% of the outstanding shares of Common Stock.

As of the date of this Schedule 13D, Danxia Huang directly holds and has the sole voting and dispositive power over 509,896 shares of Common Stock, representing approximately 2.02% of the outstanding shares of Common Stock.

In accordance with Rule 13d-4 under the Exchange Act, each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock beneficially owned by any of the other Reporting Persons, except that each of the Xia Parties may be deemed to beneficially own all shares of Common Stock that are held by Karmen.

During the 60 days preceding the filing of this Schedule 13D, none of the Reporting Persons and, to their knowledge, none of the directors and officers of the SAIF Parties, has effected any transactions in the Common Stock.

Not applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

On June 7, 2012, (i) SAIF Partners IV L.P. and Holdco entered into the SAIF Commitment Letter; (ii) Shudong Xia and Holdco entered into the Xia Commitment Letter; (iii) the Management Rollover Holders, Parent and Holdco entered into the Management Contribution Agreement; (iv) SAIF Partners, Parent and Holdco entered into the SAIF Contribution Agreement; and (v) the Management Rollover Holders, SAIF Partners and Parent entered into the Voting Agreement.

On June 8, 2012, Parent, Merger Sub and the Company entered into the Merger Agreement. Concurrently with the execution of the Merger Agreement: (i) Parent and CDB entered into the Facility Agreement; and (ii) Shudong Xia and SAIF Partners IV L.P. issued a limited guarantee (the “Limited Guarantee”) in favor of the Company, a copy of which has been filed as Exhibit 7.09, and is incorporated herein by reference in its entirety.

MATERIAL TO BE FILED AS EXHIBITS

Joint Filing Agreement by and between the Reporting Persons, dated June 7, 2012.

Agreement and Plan of Merger by and among Parent, Merger Sub and the Company, dated June 8, 2012 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012).

Facility Agreement by and between Parent and CDB, dated June 8, 2012.

Equity Commitment Letter by SAIF Partners IV L.P. in favor of Holdco, dated June 7, 2012.

Equity Commitment Letter by Shudong Xia in favor of Holdco, dated June 7, 2012.

Contribution Agreement by and among the Management Rollover Holders, Parent and Holdco, dated June 7, 2012.

Contribution Agreement by and among SAIF Partners, Parent and Holdco, dated June 7, 2012.

Voting Agreement by and among the Management Rollover Holders, SAIF Partners and Parent, dated June 7, 2012.

Limited Guaranty by Shudong Xia and SAIF Partners IV L.P. in favor of the Company dated June 8, 2012 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012).

TRANSCLOUD COMPANY LIMITED, an exempted company incorporated in the Cayman Islands with limited liability whose registered office is at Portcullis TrustNet (Cayman) Ltd., The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands as borrower (the “Borrower”); and

CHINA DEVELOPMENT BANK CORPORATION HONG KONG BRANCH, with its principal place of business in Hong Kong at Suite 3307-3315, 33/F, One International Finance Center, 1 Harbour View Street, Central, Hong Kong as lender (the “Lender”).

DEFINITIONS AND INTERPRETATION

Definitions

In this Agreement:

“Account Bank” means China Development Bank Corporation Hong Kong Branch.

“Acquisition” means the acquisition by the Borrower of the Target by way of a merger of Merger Sub with and into the Target, pursuant to the terms of the Acquisition Documents, with the Target to be the surviving corporation of such merger.

“Acquisition Agreement” means the Agreement and Plan of Merger to be made among the Borrower, Merger Sub and the Target in the Agreed Form.

“Acquisition Closing Date” means the “Closing Date” under and as defined in the Acquisition Agreement.

“Acquisition Consideration” means the aggregate consideration for the Target Shares payable under the Acquisition Agreement as described in the Funds Flow Statement.

“Acquisition Documents” means the Acquisition Agreement, each “Buyer Group Contract” as defined in the Acquisition Agreement and any other document designated as an “Acquisition Document” by the Lender and the Borrower.

“Acquisition Effective Time” means the “Effective Time” under and as defined in the Acquisition Agreement.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed Form” means with respect to any document:

substantially in the form agreed by the Borrower and the Lender prior to the Signing Date; or

in form and substance acceptable to the Borrower and the Lender each acting reasonably.

in the case of the Target, US GAAP; and

in the case of the Borrower, US GAAP, IFRS or PRC GAAP.

an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.

the interest which the Lender should have received pursuant to the terms of this Agreement for the period from the date of receipt of all or any part of the Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount of such Loan or Unpaid Sum received been paid on the last day of that Interest Period;

the amount which the Lender would be able to obtain by placing an amount equal to the principal amount of such Loan or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

in relation to the determination of any interest rate, London;

in relation to any payment or purchase of US Dollars, New York; and

for all other purposes, Hong Kong.

the Management collectively ceases to beneficially hold (whether directly or indirectly) at least 50% of the entire Equity Interest of the Borrower; and/or

Mr. Xia ceases to beneficially hold (whether directly or indirectly) at least 65% of the Equity Interest of the Borrower held by Mr. Xia at the Acquisition Effective Time; and/or

the Holdco disposes of all or any of its Equity Interest in the Borrower without the prior written consent of the Lender; and/or

immediately following the Acquisition Effective Time, the Borrower ceases to beneficially hold (whether directly or indirectly),

subject to paragraph (ii) below, the entire Equity Interest of the Target or any other Group Member (other than a VIE Entity);

if, after the Acquisition Effective Time, the Target or any other Group Member has issued any Equity Interests and provided that the proceeds of such issuance are applied in accordance with Clause 8 (Mandatory Prepayments), at least 70% of the entire Equity Interest of the Target or that Group Member (other than a VIE Entity); and/or

CTG Shareholders cease to legally hold directly the entire Equity Interest of CTG; and/or

CTG ceases to beneficially hold {whether directly or indirectly} the Equity Interest of or shareholding percentage in each other VIE Entity it holds at the date of this Agreement, other than TransWiseway provided that any change in CTG’s holding in TransWiseway is as a result of subscription by an entity owned by Governmental Agency of TransWiseway’s newly issued Equity Interest and CTG will at all times maintain control of TransWiseway and will at all times be able to procure TransWiseway to declare and pay dividends to its shareholders.

(i) the Management ceases to control directly or indirectly the Borrower or, at or after the Acquisition Effective Time, any other Group Member; and/or (ii) the Target ceases to control directly or indirectly any of the VIE Entities.

appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

give directions with respect to the management, financial or other policies of that person with which the directors or other equivalent officers of that person are obliged to comply.

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

this Agreement,

the Personal Guarantee,

the Deed of Undertaking,

each Security Document, and

any other document designated as such by the Lender and the Borrower.

moneys borrowed and debit balances at banks and other financial institutions;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Applicable GAAP, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

any Treasury Transaction (and, when calculating the value of that Treasury Transaction , only the marked to market value (or, if any actual amount is due as a result of the termination or close out of the Treasury Transaction, the amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets (which may now or in the future subsist).

the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non- payment of stamp duty may be void, or subject to defences of set-off or counterclaim;

the Personal Guarantee, to the extent that the laws of PRC are applicable, being subject to the “Relevant Approvals” under and as defined in the Deed of Undertaking; and

any matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).

with respect to the Borrower or Merger Sub only, any circumstances constituting a Default under any of Clause 22.1 (Non-Payment), Clause 22.4 (Other obligations) insofar as it relates to a breach of Clauses 21.8 (Debt Service Reserve Account); Clause 21.9 (Negative pledge); Clause 21.10 (Holding Companies); Clause 21.13 (Disposals); Clause 21.14 (Loans out); Clause 21.15 (No Guarantees or indemnities); and Clause 21.17 (Financial Indebtedness), Clause 22.5 (Misrepresentation) insofar as it relates to any Major Representation, Clause 22.7 (Insolvency), Clause 22.8 (Insolvency proceedings), Clause 22.9 (Creditors’ process), Clause 22.10 (Unlawfulness and invalidity), Clause 22.14 (Expropriation); Clause 22.15 (Repudiation and rescission of agreements); paragraph (a) or (b) of Clause 22.16 (Litigation) or 22.11 (VIE); or

the breach of any obligation required to be performed by the Target under the Acquisition Agreement or any representation or warranty made by the Target being incorrect or misleading and which in either case permits the Borrower or Merger Sub to terminate the Acquisition Agreement.

at all times from and including the Utilisation Date to and including the date of a Listing, five point two per cent. (5.2%) per annum; and

at all times thereafter, four point eight per cent. (4.8%) per annum.

the business, operations, property, condition (financial or otherwise) of (i) the Borrower, (ii) the Group taken as a whole, and/or (iii) after the Acquisition Effective Time, the Target Group taken as a whole; or

the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents to which it they are party (in case of each Personal Guarantor, subject to paragraph (c) of the definition of “Legal Reservations”), in each case, taking into the account of all the resources available to the Group including any insurance, warranty or claim for indemnification held by any Group Member; or

subject to paragraph (d) of the definition of “Legal Reservations” and, in case of the Personal Guarantee, subject to paragraph (c) of the definition of “Legal Reservations”, the validity or enforceability of, the effectiveness of any Finance Document, the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

of trading stock or cash made by any Group Member in the ordinary course of trading of the disposing entity;

of any asset by a Group Member (the “Disposing Company”) to another Group Member (the “Acquiring Company”), but if the Disposing Company had given Transaction Security over the asset, the Acquiring Company must give equivalent Transaction Security over that asset; and

of assets in exchange for other assets comparable or superior as to type, value and quality;

of obsolete or redundant vehicles, plant and equipment for cash;

arising as a result of any Permitted Security;

dispositions of inventory or goods held for sale in the ordinary course of trading;

payments under any VIE Document; or

made with the prior written consent of the Lender.

the Existing Target Facilities; or

any refinancing of any of the Existing Target Facilities provided that:

the borrower under such refinancing remains the Target or a Subsidiary of the Target, as applicable;

the principal amount of such refinancing is not greater than the principal amount of such Existing Target Facility that was outstanding immediately prior to such refinancing; and

with respect to any of Existing Target Facilities that is unsecured, the refinancing thereof is unsecured.

Security for Taxes or assessments or other applicable governmental charges or levies;

Security created or arising by operation of law or created in the ordinary course of trade, including, but not limited to, landlords’ liens and statutory liens of carriers, warehousemen, mechanics, materialmen, vendors and other liens securing amounts which are not more than sixty (60) days overdue or which are being contested in good faith;

Security incurred on deposits made in the ordinary course of trade in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts or undertakings, performance and return of money bonds, and similar obligations;

rights of set-off of a financial institution with respect to deposits or other accounts of a Group Member held by such financial institution in an amount not to exceed the aggregate amount owed to such financial institution by that Group Member, as the case may be;

Security on documents and the goods they represent in connection with letters of credit, trade finance and similar transactions entered into in the ordinary course of trade;

leases, subleases, licences and sublicences granted to third parties in the ordinary course of trade;

attachment, judgment and other similar Security arising in connection with court proceedings which are effectively stayed while the underlying claims are being contested in good faith by appropriate proceedings;

Security created under any VIE Document; and

any Security in respect of Financial Indebtedness under any of the Permitted Facilities; or

any Security granted or permitted to subsist with the prior written consent of the Lender.

the Borrower Share Mortgage;

the PRC Equity Pledge;

any other document evidencing or creating security over any asset to secure any obligation of the Borrower to the Lender under the Finance Documents; or

any other document designated as such by both the Lender and the Borrower in writing.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation;

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation;

more than 50 per cent. of the economic interest of which is held by the first mentioned company or corporation through any VIE Structure; or

whose financial statements are consolidated into the financial statements of the first mentioned company under applicable accounting conventions and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

the exclusive technical consulting and services agreement entered into by and among WFOE and the VIE Entities dated February 3, 2009 and to be further amended and restated in the Agreed Form;

the equity pledge agreement (the “VIE Pledge Agreement”), entered into by and among WFOE and each of the shareholders of CTG dated February 3, 2009 and registered with the competent local counterpart of the State Administration of Industry and Commerce on April 11, 2012;

the separate powers of attorney entered into by each CTG Shareholder in favour of the WFOE dated February 3, 2009;

the operating agreement entered into by and among WFOE, the VIE Entities and the CTG Shareholders dated February 3, 2009;

the shareholder agreement entered into by and among each CTG Shareholder, CTG and SAIF Partners III L.P. on February 3, 2009 (as amended by the parties thereto on March 13, 2012);

each VIE Amendment;

without prejudice to Clause 21.22 (Amendments), as any of the documents in paragraphs (a) to (f) above may be amended, restated, supplemented on otherwise modified from time to time, including without limitation the VIE Amendments.

any other document designated as such by both the Lender and the Borrower in writing; and

all ancillary documents related to any of the foregoing.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

the “Lender”, the “Borrower”, any “Personal Guarantor”, any “Group Member”, any “Target Group Member”, any “Obligor”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (with respect to any Transaction Document, only to the extent permitted by the terms of the Finance Documents);

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Hong Kong time.

section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

Where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising the Lender’s spot rate of exchange for the purchase of the specified currency with that other currency at or about 11:00 a.m. (Hong Kong time) on the relevant date, is equal to the relevant amount in the specified currency.

THE FACILITY

Subject to the terms of this Agreement, the Lender makes available to the Borrower a term loan facility in US Dollars in an aggregate amount equal to the Total Commitment.

PURPOSE

Purpose

The proceeds of the Facility shall be applied in accordance with the Funds Flow Statement:

towards payment of the Acquisition Consideration; and

towards payment of the Transaction Costs and any fees described in Clause 12 (Fees).

Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

CONDITIONS OF UTILISATION

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance reasonably satisfactory to the Lender. The Lender shall notify the Borrower promptly upon being so satisfied.

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to comply with Clause 5.4 (Lender’s obligations) if on the date of the Utilisation Request (in respect of paragraph (i) and (ii) below) and on the proposed Utilisation Date (in respect of paragraph (i), (ii) and (iii) below):

no Major Default is continuing or would result from the proposed Loan;

all the Major Representations are true; and

the Lender has received from the Borrower:

a certified copy of the register of members of the Borrower evidencing that the Holdco is the beneficial owner of the entire Equity Interest of the Borrower and that the shares of the Borrower issued to the Holdco have been validly issued and fully paid-up;

(x) the relevant bank receipt evidencing the irrevocable wire transfers of an aggregate amount of no less than the difference between the Acquisition Consideration and the Total Commitment by Mr. Xia and the PE Investor to a bank account under the name of the Borrower or the Paying Agent (as such term is defined in the Acquisition Agreement), (y) a copy of a resolution of the board of directors of Holdco resolving to contribute the aggregate amount received under (x) above to the Borrower, and (z) a copy of Borrower’s instructions to Holdco, signed by an authorized signatory of the Borrower, directing Holdco to transfer such amount contributed under (y) above to the Paying Agent; and

a letter in the Agreed Form and signed by an authorized signatory of the Borrower confirming that: (x) all the conditions precedent to the Acquisition have been satisfied or waived in accordance with the terms of the Acquisition Agreement and the Articles of Merger has been filed with Secretary of State of the State of Nevada (and attaching the stamped Articles of Merger); (y) the Acquisition Agreement remains in full force and effect and has not been rescinded or repudiated by any party to it; and (z) the Acquisition Effective Time has occurred.

During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the Lender is not obliged to comply with Clause 5.4 (Lender’s obligations) and subject as provided in Clause 7.1 (Illegality) and unless any of the circumstances or events described in Clause 8.1 (Exit) has arisen or occurred), the Lender shall not be entitled to:

cancel any portion of the Total Commitment;

rescind, terminate or cancel this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent that to do so would prevent or limit the making of the Utilisation;

refuse to make the Utilisation;

exercise any right of set-off or counterclaim in respect of a Utilisation to the extent that to do so would prevent or limit the making of the Utilisation; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent that to do so would prevent or limit the making of the Utilisation, provided, that immediately upon the expiry of the Availability Period all such rights, remedies and entitlements shall be available to the Lender notwithstanding that they may not have been used or been available for use during the Availability Period.

Conditions subsequent

The Borrower shall ensure that (and shall deliver evidence reasonably satisfactory to the Lender that):

within ten (10) days following the Utilisation Date, each of the VIE Amendments shall have been each duly executed and delivered by all parties thereto;

within thirty (30) days following the Utilisation Date, the Management shall have submitted for the change of registration to the Beijing State Administration of Foreign Exchange (北京市外汇管理局) in respect of (i) the establishment of the Borrower and Holdco; (ii) the Acquisition; (iii) the Facility; (iv) the most update shareholding (directly or indirectly) of each of the Management in the Holdco and Borrower; and (v) changing the “filing company” to CTG;

within ninety (90) days following the Utilisation Date, the PRC Equity Pledge shall have been duly approved by the Beijing Municipal Commission of Commerce (北京市商务委员会) and registered at the Beijing Administration of Industry and Commerce (北京市工商行政管理局); and

the Target Shares are (i) within one hundred (100) days after the Acquisition Effective Time, the Target Shares are delisted from the NASDAQ Stock Market, and (ii) within sixty (60) days after the Acquisition Effective Time, deregistered under the Securities Exchange Act of 1934, as amended.

Maximum number of Loans

Only one (1) Loan may be borrowed under the Facility.

UTILISATION

Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the 10:00 a.m. (Hong Kong time) thirty (30) days before the proposed Utilisation Date or such other time that the Lender may otherwise agree.

Completion of a Utilisation Request

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period complies with Clause 10 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be US Dollars.

The amount of the proposed Loan must be an amount which is equal to the Total Commitment (or such other amount as may be otherwise agreed between the Borrower and the Lender).

Lender’s obligations

If the conditions set out in Clause 4 (Conditions of Utilisation), Clause 5.1 (Delivery of a Utilisation Request), Clause 5.2 (Completion of a Utilisation Request), and Clause 5.3 (Currency and amount) above have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

Cancellation of Commitment

The amount of the Total Commitment shall be immediately cancelled on the earlier of (a) immediately after the first Utilisation, and (b) at the end of the Availability Period.

REPAYMENT

Repayment of Loans

Subject to Clause 7 (Illegality, Voluntary Prepayment and Cancellation), the Borrower shall repay the Facility on each date specified below (each a “Repayment Date”), by the amount as set out in the table below.

All payments made under this Clause 6.1 shall be made together with accrued interest and all other amounts accrued or outstanding under this Agreement.

The Borrower may not reborrow any part of the Facility which is repaid.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Loan:

the Lender shall promptly notify the Borrower upon becoming aware of that event and the Total Commitment will be immediately cancelled; and

the Borrower shall repay the Loan on the Interest Payment Date next occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

Voluntary prepayment of Loan

The Borrower may, if it gives the Lender not less than five (5) Business Days’ prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$10,000,000).

The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Total Commitment in relation thereto is zero).

Any prepayment under this Clause 7.2 shall satisfy the obligations under Clause 6 (Repayment) in inverse chronological order.

Voluntary cancellation

The Borrower may, if it gives the Lender not less than five (5) Business Days’ prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of the Total Commitment.

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Total Commitment except at the times and in the manner expressly provided for in this Agreement.

No amount of the Total Commitment cancelled under this Agreement may subsequently be reinstated.

Any amount prepaid in respect of the Facility may not be redrawn.

MANDATORY PREPAYMENT

Exit

Upon the occurrence of:

a Listing;

a Change of Control;

a Currency Event; or

other than the Acquisition, the sale of all or substantially all of the assets of the Group or the Target Group whether in a single transaction or a series of related transactions,

the Lender may, by three (3) Business Days’ (or such other period as agreed by the Lender and the Borrower) prior written notice to the Borrower, cancel the Facility whereupon the Facility shall immediately be cancelled and/or declare all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents to be immediately due and payable, whereupon they shall become immediately due and payable.

Equity Issuance and Distribution Proceeds

For the purposes of this Clause 8.2:

“Distributions Proceeds” means the Net Cash Proceeds of any dividends and other distributions received by the Borrower or any other Group Member (other than the Operating Companies).

“Equity Issuance Proceeds” means the Net Cash Proceeds received by any Group Member in relation to any allotment or issue of that Group Member’s Equity Interests, but excluding any allotment or issue of shares by way of capitalisation of profits or reserves.

“Net Cash Proceeds” means the relevant proceeds after deducting: (a) any related reasonable expenses which are incurred by any Group Member to persons who are not members of the Group; and (b) any related Tax incurred and required to be paid by a Group Member.

“VIE Payment Proceeds” means the Net Cash Proceeds received by WFOE, the Target and/or other member of the Group (other than the VIE Entities) under or in connection with any VIE Document.

Upon receipt of any Equity Issuance Proceeds and/or Distribution Proceeds by any Group Member and/or any VIE Payments Proceeds by WFOE, the Target and/or other member of the Group (other than the VIE Entities), the Borrower shall promptly notify the Lender and, at the election of the Lender which shall be communicated to the Borrower by no less than three (3) Business Days’ (or such other period as agreed by the Lender and the Borrower) prior written notice, the Borrower must immediately prepay the Loan in an amount equal to all or such portion of the relevant proceeds amount as notified by the Lender; provided, however, that such prepayment shall not be required to the extent at the time of such notice by the Lender, the Equity Issuance Proceeds and/or Distribution Proceeds are required by the Borrower to comply with its obligations under Clauses 6 (Repayment), 9 (Interest), 13 (Tax Gross-Up and Indemnities), 14 (Increased Costs), 15 (Other Indemnities) or 17 (Costs and Expenses).

A prepayment made under this Clause 8.2 shall be applied towards satisfaction of the Borrower’s obligations under Clause 6 (Repayment) in inverse chronological order.

INTEREST

Calculation of interest

Subject to Clause 11.1 (Market Disruption), the rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

LIBOR.

Payment of interest

The Borrower shall pay accrued interest on the Loan on each Interest Payment Date.

Default interest

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. (2%) higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 9.3 shall be immediately payable by the Borrower on demand by the Lender.

If any Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and

the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent. (2%) higher than the rate which would have applied if the Unpaid Sum had not become due.

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

Notification of rates of interest

The Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.

INTEREST PERIODS

Interest Periods

Each Interest Period for the Loan shall be six (6) Months, provided that an Interest Period for the Loan shall not extend beyond the Termination Date.

Each Interest Period for the Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not or if such Interest Period is the final Interest Period).

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

Subject to any alternative basis agreed and consented to as contemplated by Clause 11.2 (Alternative basis of interest or funding), if a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Borrower by the Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender of funding the Loan from whatever source it may reasonably select.

In this Agreement “Market Disruption Event” means:

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or negative for the relevant currency and Interest Period; or

before close of business in London on the Quotation Day for the relevant Interest Period, the Lender notifies the Borrower that the cost to it of obtaining matching deposits in the applicable interbank market would be in excess of LIBOR.

If a Market Disruption Event shall occur, the Lender shall promptly notify the Borrower thereof.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest. For the avoidance of doubt, in the event that no substitute basis is agreed at the end of the thirty day period, the rate of interest shall continue to be determined in accordance with the terms of this Agreement.

Break Costs

The Borrower shall, within five (5) Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.

The Lender shall, as soon as reasonably practicable after a demand by the Borrower, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue, which certificate shall also set forth calculations as to the quantification of such Break Costs.

FEES

Up-front fee

If the Loan has been utilised, the Borrower shall pay to the Lender an up-front fee in the amount of US$1,440,000 on the Utilisation Date. For the avoidance of doubt, if the Loan has not been utilised before the expiry of the Availability Period for any reason, the Borrower shall only pay to the Lender costs and expenses pursuant to Clause 17.1 (Transaction expenses).

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by the Borrower to the Lender under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to it.

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

If the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for the purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall (within five (5) Business Days of demand) indemnify the Lender against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

Paragraph (a) above shall not apply with respect to any Tax assessed on the Lender:

under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

under the law of the jurisdiction in which the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender.

If the Lender makes or intends to make a claim under paragraph (a) above, it shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.

Tax Credit

If the Borrower makes a Tax Payment and the Lender determines that:

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

the Lender has obtained, utilised and retained that Tax Credit,

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

Stamp taxes

The Borrower shall pay and, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

Indirect tax

All consideration expressed to be payable under a Finance Document by the Borrower to the Lender shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by any the Lender to the Borrower in connection with a Finance Document, the Borrower shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

Where a Finance Document requires the Borrower to reimburse the Lender for any costs or expenses, the Borrower shall also at the same time pay and indemnify the Lender against all Indirect Tax incurred by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.

INCREASED COSTS

Increased costs

Subject to Clause 14.3 (Exceptions) the Borrower shall, within five (5) Business Days of a demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by it or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliates’) overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

If the Lender intends to make a claim pursuant to Clause 14.1 (Increased costs), it shall promptly notify the Borrower of the event giving rise to the claim.

The Lender shall, as soon as practicable after a demand by the Borrower, provide a certificate confirming the amount of its Increased Costs and a reasonable explanation of such costs.

Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or

attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.

In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against the Borrower;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

Other indemnities

The Borrower shall, within five (5) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:

the occurrence of any Event of Default;

investigating any event which it reasonably believes is a Default;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement (other than by reason of wilful default or gross negligence by the Lender);

a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency;

funding, or making arrangements to fund, the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of wilful default or gross negligence by the Lender alone); or

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

MITIGATION BY THE LENDER

Mitigation

The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

Limitation of liability

The Borrower shall indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 16.1 (Mitigation).

The Lender is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

The Borrower shall within five (5) Business Days on demand pay the Lender the amount of all costs and expenses (including legal fees as reasonably agreed by the Lender and the Borrower in writing from time to time) up to and not in excess of US$172,000 (plus the amount of any disbursements) reasonably incurred by it in connection with the negotiation, preparation, printing and execution of:

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Amendment costs

If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 25.6 (Change of currency), the Borrower shall, within five (5) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

Enforcement costs

The Borrower shall within five (5) Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceeding instituted by or against the Lender as a consequence of taking or holding the Transaction Security or enforcing these rights.

REPRESENTATIONS

General

The Borrower makes the representations and warranties set out in this Clause 18 (in relation to itself, each other Obligor and each other Group Member) to the Lender.

Status

Each Group Member is a corporation, duly incorporated or established and validly existing and in good standing (if applicable) under the laws of its jurisdiction of incorporation or establishment.

Each Group Member has the power to own its assets and carry on its business as it is being conducted.

Each Personal Guarantor is:

not a minor and is of legal age to enter into and be bound by the provisions of the Personal Guarantee; and

of sound mind; and

resident in PRC,

Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents to which it is a party do not and will not conflict with:

(in the case of each Personal Guarantor, subject to paragraph (c) of the definition of “Legal Reservations”) any law or regulation applicable to it, him or her;

(in the case of each Obligor other than the Personal Guarantors) its constitutional documents; or

any agreement or instrument binding upon it, him or her or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

Power and authority

Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it, he or she is a party and the transactions contemplated by those Finance Documents (in the case of each Personal Guarantor, subject to paragraph (c) of the definition of “Legal Reservations”).

No limit on any Obligor’s powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it, he or she is a party.

Validity and admissibility in evidence

All Authorisations (in the case of each Personal Guarantor, subject to paragraph (c) of the definition of “Legal Reservations”) required or desirable:

to enable each Obligor lawfully to enter into, exercise its, his or her rights and comply with its obligations in the Finance Documents to which it, he or she is a party; and

to make the Finance Documents to which it, he or she is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Group Members have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or might reasonably be expected to have a Material Adverse Effect.

Governing law and enforcement

Subject to the Legal Reservations:

the choice of governing law of the Finance Documents to which each Obligor is a party will be recognised and enforced in its jurisdiction of incorporation; and

any judgment obtained in relation to a Finance Document to which each Obligor is a party will be recognised and enforced in its jurisdiction of incorporation.

No filing or stamp taxes

Under the laws of each Obligor’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

Deduction of Tax

No Obligor is required to make any deduction for or on account of Tax from any payment made under any Finance Document to which it is party.

No default

No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Group Member or to which its (or any of its Subsidiaries’) assets are subject which has or might reasonably be expected to have a Material Adverse Effect.

No misleading information

All material information provided to the Lender in writing by or on behalf of Mr. Xia or the Borrower in connection with the Acquisition and/or the Target Group on or before the date of this Agreement and not superseded before that date is accurate in all material respects and not misleading in any material respect as at the date it was provided, and all projections, budgets and forecasts provided to the Lender in writing on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

All other written information provided by any Group Member (including its advisers) to the Lender was true and accurate in all material respects as at the date it was provided and is not misleading in any respect.

Original Financial Statements

The Original Financial Statements were prepared in accordance with the Applicable GAAP consistently applied unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement.

The Original Financial Statements give a true and fair view of the Target’s consolidated financial condition and results of operations during the relevant financial year.

There has been no change in the Target’s assets, business or financial condition since the date of Original Financial Statements that has had a Company Material Adverse Effect (as such term is defined in the Acquisition Agreement).

The Group’s most recent financial statements delivered pursuant to Clause 19.1 (Financial Statements):

have been prepared in accordance with the Applicable GAAP as applied to the Original Financial Statements; and

give a true and fair view of (if audited) or fairly present (if unaudited) its financial condition as at the end of, and results of operations for, the period to which they relate (consolidated where applicable).

Since the date of the most recent financial statements delivered pursuant to Clause 19.1 (Financial Statements) there has been no change in the business, assets or financial condition of the Group that has had a Company Material Adverse Effect (as such term is defined in the Acquisition Agreement).

Ranking

Payment obligations of each Obligor under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law in its place of incorporation applying to companies generally.

Each Security created pursuant to the Finance Documents has or will have the ranking in priority which it is expressed to have in the relevant Finance Documents and it is not subject to any prior ranking or pari passu ranking Security.

No immunity

Each Obligor is subject to civil and commercial law with respect to its obligations under the Finance Documents;

The entry into and performance by each Obligor of the Finance Documents to which it is a party constitute private and commercial acts;

Neither the Obligors nor any of their respective assets enjoy any right of immunity from set-off, suit, execution, attachment or legal process.

No proceedings pending or threatened

Except for the litigation, arbitration, administrative proceedings or investigations of, or before, any court, arbitral body or agency, arising out of or in connection with the Acquisition and/or the Acquisition Documents as disclosed by the Borrower to the Lender in writing on or prior to the Signing Date (the “Disclosed Litigation”), no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have, to the best of its knowledge and belief after having made due and careful enquiry, been started or threatened against any Group Member or its assets.

No breach of laws

No Group Member has breached any law or regulation which breach has or might reasonably be expected to have a Material Adverse Effect.

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any Group Member which have or might reasonably be expected to have a Material Adverse Effect.

Environmental laws

Each Group Member is in compliance with Clause 21.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or might reasonably be expected to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any Group Member where that claim has or might reasonably be expected, if determined against that Group Member, to have a Material Adverse Effect.

Taxation

No Group Member is materially overdue in the filing of any Tax returns or overdue in the payment of any amount of Tax.

To the best knowledge of each Obligor (after due and careful enquiry), no claims or investigations are being, or are reasonably likely to be, made or conducted against any Group Member with respect to Taxes.

Each Group Member is resident for Tax purposes only in the jurisdiction of its incorporation.

Holding Companies

No Group Member (other than the Operating Companies) trades, carries on any business or owns any assets or incurs any liabilities except for:

the provision of administrative services (excluding treasury services) to other Group Members of a type customarily provided by a holding company to its Subsidiaries;

ownership of shares in its Subsidiaries, intra-Group debit balances, intra- Group credit balances and other credit balances in bank accounts and cash; or

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Good title to assets

Except as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, each Group Member has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

Shares

The shares of each Group Member are validly issued and fully paid.

Intellectual Property

Each Group Member:

is the sole legal and beneficial owner of or has had licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business; and

does not, in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which, if subject to dispute and if adversely determined, has or might reasonably be expected to have a Material Adverse Effect; and

has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it, unless failure to do so, individually or in aggregate, does not have or would not be reasonably be expected to have a Material Adverse Effect.

Group Structure Chart

Assuming the Acquisition Effective Time has occurred, the Group Structure Chart is true, complete and accurate in all material respects and shows the following information:

each Group Member and each Target Group Member, including current name and company registration number, its jurisdiction of incorporation and/or establishment, a list of shareholders and indicating whether a company is a dormant subsidiary or is not a company with limited liability;

all minority interests in any Group Member or Target Group Member and any person in which any Group Member or Target Group Member holds shares in its issued share capital or equivalent ownership interest of such person; and

the VIE Structure.

All necessary intra-Group loans, transfers, share exchanges and other steps resulting in the Group structure immediately following the Acquisition Effective Time are set out in the Group Structure Chart and have been or will be taken in compliance with all relevant laws and regulations and all requirements of relevant regulatory authorities.

Insurance

Each Group Member maintains insurances on and in relation to its business and assets against those risks and to the extent usually insured by prudent companies located in the same or similar location and carrying on a similar business.

All insurances of each Group Member are with reputable independent insurance companies or underwriters

Pensions

Each Group Member is in compliance with all obligations in respect of pensions operated by or maintained for the benefit of the Group in any respect where failure to so comply has or might reasonably be expected to have a Material Adverse Effect.

Transaction Documents, disclosures and other Documents

The Transaction Documents contain (or following execution, will contain) all the terms of the Acquisition and remain in full force and effect.

No default under the Transaction Documents is continuing or is reasonably likely to result from the making of the Loan or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

To the best of its knowledge (having made reasonable commercial enquiry), no representation or warranty given by any party to the Transaction Documents is untrue or misleading in any material respect.

VIE

The financial statements of each VIE Entities are consolidated in the Original Financial Statements.

All material information in relation to the VIE Entities and the VIE Documents have been provided to PRC counsel to the Lender for the purposes of preparing its legal due diligence report.

All material Authorisations necessary for the conduct of the business, trade and ordinary activities of each VIE Entity have been obtained or effected and are in full force and effect.

Margin Stock

Neither the making of the Utilisation nor the use of the proceeds of the Loan will violate or be inconsistent with the provisions of U.S. Regulation T, U or X of the Board of Governors of the Federal Reserve System from time to time in effect or any successor to all or a portion thereof.

Investment Company Act

No Obligor, nor any of its Subsidiaries, is an “investment company”, or is “controlled” by an “investment company”, within the meaning of the U.S. Investment Company Act of 1940, as amended.

Times when representations made

All the representations and warranties in this Clause 18 are made by the Borrower on the Signing Date and the Acquisition Closing Date.

The Repeating Representations are deemed to be made by the Borrower on the date of the Utilisation Request, on the Utilisation Date and on the first day of each Interest Period (except that those contained in paragraphs (a) – (c) of Clause 18.12 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement).

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Total Commitment is in force.

Financial statements

The Borrower shall supply to the Lender:

as soon as they are available, but in any event within one hundred and twenty (120) days after the end of each of their respective financial years, the audited consolidated financial statements of the Group for that financial year; and

as soon as they are available, but in any event within ninety (90) days after the end of each half of each of their respective financial years, the unaudited consolidated financial statements of the Group for that financial half year.

Provision and contents of Compliance Certificates

The Borrower shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) a Compliance Certificate which shall, amongst other things, set out:

(in reasonable detail) computations as to compliance with Clause 20 (Financial covenants); and

where there has been any change in the structure of the Group or Target Group since the provision of the last Group Structure Chart, an updated Group Structure Chart setting out the structure of the Group or Target Group as at the date of the delivery of such Group Structure Chart.

Each Compliance Certificate shall be signed by one (1) director of the Borrower.

Requirements as to financial statements

Each set of financial statements delivered by the Borrower pursuant to Clause 19.1 (Financial statements) shall be certified by one (1) director of the Borrower as giving a true and fair view of (in the case of annual Financial Statements for any financial year), or fairly representing (in other cases), the financial condition and operations (consolidated where applicable) of the relevant companies as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using Applicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements unless, in relation to any set of financial statements, (i) it notifies the Lender that there has been a change in such Applicable GAAP, accounting practices or reference periods; and (ii) the relevant Auditors deliver to the Lender a description of any change necessary for those financial statements to reflect Applicable GAAP, accounting practices or reference periods upon which the relevant Original Financial Statements were prepared.

For the purposes of this Agreement, any change in Applicable GAAP made in accordance with this paragraph (b) shall apply to the definition of Applicable GAAP as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in Applicable GAAP in accordance with this Clause 19.3).

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

If the Lender wishes to discuss the financial position of any Group Member with the relevant Auditors, the Lender may notify the Borrower, stating the questions or issues which the Lender wishes to discuss with the Auditors. In this event, the Borrower must ensure that such Auditors are authorised (at the expense of the Borrower):

to discuss the financial position of that Group Member with the Lender with respect to such questions and issues; and

to disclose to the Lender any information which the Lender may reasonably request with respect to such questions and issues.

Information: miscellaneous

The Borrower shall supply to the Lender:

all documents dispatched by the Borrower to its creditors generally, or to its shareholder(s), in each case at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Group Member, and which, if adversely determined, might reasonably be expected to have a Material Adverse Effect; and

promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any Target Group Member.

Notification

The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or

any change in the status of the Borrower after the date of this Agreement; or

a proposed assignment or transfer by the Lender of its rights and obligations under this Agreement,

obliges the Lender or, in the case of paragraph (c) above, any prospective new Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (c) above, any prospective new Lender) to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

FINANCIAL COVENANTS

Financial Condition

Unless otherwise agreed in writing by the Lender, the Borrower shall ensure that at all times with respect to each Relevant Period (as applicable) for so long as the Facility remains outstanding:

the Target Group’s Consolidated Net Worth shall not be less than US$130,000,000;

the Group’s Consolidated Total Debt shall not exceed two hundred per cent. (200%) of the Group’s Consolidated Net Worth; and

the Group’s Debt Service Cover Ratio shall be not less than 1.1:1.0.

For the avoidance of doubt, any Permitted Facilities advanced to a Group Member for the purposes of a refinancing of any of the Existing Target Facilities shall be excluded from the calculation of (a) and (b) above during the period from the entering into of such Permitted Facilities and the discharge of such Existing Target Facility.

Financial testing

The financial covenants set out in Clause 20.1 (Financial Condition) shall be tested by reference to the financial statements and Compliance Certificates delivered pursuant to Clause 19.1 (Financial statements) and Clause 19.2 (Provision and contents of Compliance Certificates) in respect of the Relevant Period.

Definitions and Interpretation

In this Clause 20:

“Borrowings” means, at any time, the outstanding principal, capital or nominal amount and (any fixed or minimum premium payable on prepayment or redemption thereof) for or in respect of Financial Indebtedness (other than in respect of derivative transactions for which the marked to market value shall be used) and the aggregate nominal value of any redeemable shares which are redeemable before the Termination Date;

“Consolidated Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of any Group Member with a reputable bank or financial institution and to which they are alone beneficially entitled and for so long as:

that cash is repayable on demand;

repayment of that cash is not contingent on the prior discharge of any indebtedness of any other person whatsoever or on the satisfaction of any other condition;

there is no Security over that cash except for any Transaction Security or any Permitted Security constituted by a netting or set-off arrangement entered into by a Group Member in the ordinary course of its banking arrangements; and

such cash is freely and immediately available to be repatriated to the Borrower and applied in repayment or prepayment of the Facility.

after deducting any changes in consolidated working capital (positive if there is an increase in working capital, and negative if there is a reduction in working capital) for such Relevant Period; and

adding Consolidated Cash at the beginning of such Relevant Period.

before deducting any amount attributable to amortisation of goodwill or depreciation of tangible assets;

before deducting any Consolidated Finance Charges;

before taking into account any items or costs treated as exceptional or extraordinary items; and

after deducting the amount of any profit of any Group Member which is attributable to minority interests,

excluding any such obligations owed to any other Group Member; and

including the interest element of leasing and hire purchase payments;

any debit balance on the consolidated profit and loss account of the Group or the Target Group;

(to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) of the Group or the Target Group;

any amount in respect of interests of non-Group members in any Group Member subsidiaries or Target Group Member subsidiaries;

(to the extent included) any provision for deferred taxation;

(to the extent included) any amounts arising from an upward revaluation of assets made at any time after 31 December 2010; and

any amount in respect of any dividend or distribution declared, recommended or made by any Group Member or Target Group Member to the extent payable to a person who is not a Group Member or a Target Group Member and to the extent such distribution is not provided for in the most recent financial statements,

and, in case of the Target Group’s Consolidate Net Worth, adding back any amount of dividends or distributions paid by the Target to the Borrower for the purpose of repayment or prepayment of the Loan or payment of any accrued interest on the Loan.

“Consolidated Total Debt” means at any time the aggregate amount of all obligations of the Group for or in respect of Borrowings but excluding any such obligations to any other Group Member and so that no amount shall be included or excluded more than once.

“Consolidated Total Debt Service” means, for any period, the sum of (a) all amounts of principal, interest and fees paid or due and payable under the Facility and (b) any other required payment or repayment (whether of principal, interest (including capitalized interest and any interest pertaining to financial leases), fees or otherwise) under or in relation to any other Consolidated Total Debt.

“Debt Service Cover Ratio” means the ratio of Consolidated Cash Flow Before Debt Service to Consolidated Total Debt Service.

“Group” means the Borrower and each of its Subsidiaries (including, with respect to any Relevant Period which covers any period of time prior to the Acquisition Effective Time, each Target Group Member), in each case for the time being and “Group Member” means any of those persons.

“Relevant Period” means each period of twelve months ending on (a) the last day of the financial year of the Group; and (b) on the last day of the first half of the financial year of the Group.

Unless otherwise stated therein, all definitions in paragraph (a) above shall be determined and calculated on a consolidated basis with respect to the Group and shall be construed in accordance with Applicable GAAP (if applicable).

GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or the Total Commitment is in force.

Authorisations

The Borrower shall (and shall ensure that each Group Member will) promptly:

obtain, comply with and do all that is necessary to maintain in full force and effect; and

in the case of paragraph (i) and (ii) below, supply certified copies to the Lender of,

to enable it to perform its obligations under the Transaction Documents to which it is party,

to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document to which it is party, and

to carry on its business where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

Compliance with laws

The Borrower shall remain in good standing (if applicable) and shall (and shall ensure that each Group Member and each Personal Guarantor will) comply in all respects with all laws (including without limitation all applicable financial assistance legislation) to which it, he or she may be subject, if failure so to comply has or might reasonably be expected to have a Material Adverse Effect.

Environmental compliance

The Borrower shall (and shall ensure that each Group Member will):

comply with all Environmental Law;

obtain, maintain and ensure compliance with all requisite Environmental Permits; and

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

Environmental claims

The Borrower shall, (and shall ensure that each Group Member will), promptly upon becoming aware of the same, inform the Lender in writing of:

any Environmental Claim which has been commenced or, to the best of such Obligor’s knowledge and belief (after due and careful enquiry), is threatened against any Group Member; and

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Group Member,

where the claim, if determined against that Group Member, has or might reasonably be expected to have a Material Adverse Effect.

Taxation

The Borrower shall (and shall ensure that each Group Member and each Personal Guarantor will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes; and

such payment can be lawfully withheld and failure to pay those Taxes does not have or might reasonably be expected to have a Material Adverse Effect.

No Group Member shall change its residence for Tax purposes.

Merger

Except for the Acquisition, the Borrower shall not (and shall ensure that no other Group Member will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the prior consent of the Lender, save that, in respect of any Group Member other than the Borrower, no such prior consent shall be required for a solvent reorganization or restructuring and only to the extent that the same would not and is not reasonably expected to have a Material Adverse Effect on the business, operations, assets, financial condition or operating results of the Target Group taken as a whole, the ability of any Obligor to perform its obligations under the Finance Documents to which it is a party, or the validity or enforceability of any of the Finance Documents (provided that, if so requested by the Lender (acting reasonably), the relevant Obligor shall provide the Lender with legal opinions in respect of such reorganization or restructuring in form and substance satisfactory to it (acting reasonably)).

The Borrower shall not (and shall ensure that no other Group Member will) settle any litigation, arbitration or administrative proceedings which is arising out of or in connection with the Acquisition and/or the Acquisition Documents and has or might reasonably be expected to have a Material Adverse Effect, without prior consent of the Lender (which shall not be unreasonably withheld or delayed).

Change of business

The Borrower shall procure that no substantial change is made to the general nature of the business of the Target Group taken as a whole from that carried on by the Target Group at the date of this Agreement.

Debt Service Reserve Account

The Borrower shall, prior to the Utilisation Date, open, and at all times maintain in its own name, the Debt Service Reserve Account.

The Borrower shall, promptly upon receipt, deposit all proceeds received from dividends or otherwise (except for any proceeds of the Utilisation and any equity capital contribution by Holdco to the Borrower as referred to under paragraph (a)(iii) of Clause 4.2 (Further conditions precedent)) into the Debt Service Reserve Account.

The Borrower shall ensure that from thirty (30) days prior to each Interest Payment Date or Repayment Date, the total amount standing to the credit of the Debt Service Reserve Account is no less than the Required Reserve Balance of that Interest Payment Date or Repayment Date. The Lender shall on the Utilisation Date, each Interest Payment Date and each Repayment Date notify the Borrower of the Required Reserve Balance for the next Interest Payment Date or Repayment Date; provided that the Lender’s failure to notify the Borrower of the Required Reserve Balance as of a particular date will not release the Borrower from its obligation to retain the Required Reserve Balance in the Debt Service Reserve Account and the Required Reserve Balance applicable immediately prior to such Interest Payment Date or Repayment Date shall continue to apply until the Lender notifies the Borrower of an alternative Required Reserve Balance.

Negative pledge

The Borrower shall ensure that, except as permitted under paragraph (c) below:

No Group Member shall create or permit to subsist any Security over any of its assets.

No Group Member shall:

dispose of any of its receivables on recourse terms;

dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any other Group Member;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. A transaction referred to in this paragraph (b) is termed “Quasi-Security”.

Except as required under any of the Finance Documents, no Personal Guarantor shall give any new or additional guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, or create or permit to subsist any new Security or increase any existing Security over any of the assets owned by such Personal Guarantor on the date of this Agreement, as evidenced by the list in the Agreed Form delivered to the Lender by the Borrower prior to the date of this Agreement. The Borrower shall, in respect of each Personal Guarantor, provide on an annual basis for each calendar year no later than the time of delivery (or required time of delivery) of the financial statements in paragraph (a) of Clause 19.1 (Financial statements), any update to such list for any liability incurred of a principal amount, or asset acquired or disposed of which has a market value (determined reasonably), which, when aggregated with any other such liability incurred or value of asset acquired or disposed of, exceeds $1,000,000.

Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is:

Permitted Security; or

Transaction Security; or

any Security created by an Operating Company (other than a Security over the Equity Interest of any Operating Company).

Holding Companies

The Borrower shall not (and shall ensure no other Group Member (other than the Operating Companies) will) trade, carry on any business, own any assets or incur any liabilities except for:

the provision of administrative services (excluding treasury services) to other Group Members of a type customarily provided by a holding company to its Subsidiaries;

ownership of shares in its Subsidiaries, intra-Group debit balances, intra- Group credit balances and other credit balances in bank accounts and cash; or

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Preservation of assets

The Borrower shall (and shall ensure that each Group Member will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

Arm’s-length terms

The Borrower shall not (and shall ensure that no other Group Member will) enter into (a) any transaction with any Affiliate or related person, or (b) any joint venture with any person, other than on arm’s-length terms and for full market value. Notwithstanding the foregoing, this Clause 21.12 shall not apply to any transaction or joint venture between Group Members.

Disposals

Except as provided in paragraph (c) below, the Borrower shall not (and shall ensure that no other Group Member will), either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its material assets.

Except as provided in paragraph (c) below, the Borrower shall ensure that no Target Group Member will dispose of any Equity Interest of its Subsidiaries.

Paragraphs (a) and (b) above do not apply to any disposal:

which constitutes a Permitted Disposal; or

made with the prior written consent of the Lender.

Loans out

Except as permitted under paragraph (b) below, the Borrower shall not (and shall ensure that no other Group Member will) be the creditor in respect of any Financial Indebtedness.

Paragraph (a) does not apply to:

trade credit extended by Group member on normal commercial terms and in the ordinary course of its trading activities; or

any deposit placed with a bank or financial institution in accordance with the provisions of the Finance Documents.

No Guarantees or indemnities

Except as permitted under paragraph (b) below, the Borrower shall not (and the Borrower shall ensure that no Group Member will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

Paragraph (a) does not apply to a guarantee which is:

the endorsement of negotiable instruments in the ordinary course of trade;

any performance or similar bond guaranteeing performance by a Group Member under any contract entered into in the ordinary course of trade;

granted under the Finance Documents; or

granted under any Permitted Facilities.

Dividends and share redemption

The Borrower shall ensure that each other Group Member declares the legally permissible amount of dividends and/or distributions in each financial year to enable the Borrower to repay or prepay the Facility in accordance with Clause 8 (Mandatory Prepayment) and maintains aggregate distributable reserves for this purpose.

Except as prescribed under paragraph (a) above, the Borrower shall not:

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

repay or distribute any dividend or share premium reserve;

pay or allow any Group Member to pay any management, advisory or other fee to or to the order of the Holdco; or

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

Financial Indebtedness

Except as permitted under paragraph (b) below and under Clause 21.29 (Treasury transactions), the Borrower shall not (and shall ensure that no other Group Member (other than the Operating Companies) will) incur or remain liable under any Financial Indebtedness.

Paragraph (a) above does not apply to Financial Indebtedness which is:

Financial Indebtedness under any of the Permitted Facilities;

Subordinated Indebtedness incurred by the Borrower, provided that, if so requested by the Lender (acting reasonably), the Borrower shall provide the Lender with legal opinions in respect of such Subordinated Indebtedness in form and substance satisfactory to it (acting reasonably); or

incurred with the prior written consent of the Lender.

Share capital

The Borrower must not (and shall ensure that no other Group Member will) issue any Equity Interests except for the issuance of any Equity Interests which does not result in a Change of Control and provided that:

the proceeds from such issuance are applied directly towards (i) if on or before the Acquisition Effective Time, payment of the Acquisition Consideration; or (ii) if after the Acquisition Effective Time, prepayment of the Facility in accordance with Clause 8 (Mandatory Prepayment); and

the holder of such newly issued Equity Interest of the Borrower or such Group Member (as applicable) shall promptly, at its own costs and expense, execute and deliver to the Lender a share mortgage in the Agreed Form in favour of the Lender in respect of all the newly issued Equity Interests of the Borrower or such Group Member.

Ranking

The Borrower shall ensure that at all times:

any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies; and

each Security created pursuant to the Finance Documents has or will have the ranking in priority which it is expressed to have in the relevant Finance Documents and it is not subject to any prior ranking or pari passu ranking Security.

Acquisition Documents

The Borrower shall promptly pay all amounts payable by it under the Acquisition Documents as and when they become due (except to the extent that any such amounts are being contested in good faith by the Borrower and where adequate reserves are set aside for any such payment).

The Borrower shall exercise its rights and comply with its obligations under each Acquisition Document to which it is a party in a manner consistent with its obligations under the Finance Documents to which it is a party and shall take all reasonable and practical steps to preserve and enforce its rights and pursue any claims and remedies arising under the Acquisition Documents.

The Borrower shall notify the Lender as soon as practicable of any breach, default or dispute under, the occurrence of any force majeure (or similar event) in respect of, and any other circumstance or event entitling any party to terminate, any of the Acquisition Documents.

VIE Documents

The Borrower shall ensure that each of the VIE Entities promptly pay all amounts payable by it under the VIE Documents to WFOE or other Group Member (as the case may be) as and when they become due.

The Borrower shall ensure that each party to the VIE Documents exercises its or his rights and comply with its or his obligations under each VIE Document to which it is a party in a manner consistent with the Finance Documents and shall take all reasonable and practical steps to preserve and enforce (and shall not without the prior written consent of the Lender waive any of) its rights and pursue any claims and remedies arising under the VIE Documents.

The Borrower shall notify the Lender as soon as practicable of any breach, default or dispute under, the occurrence of any force majeure (or similar event) in respect of, and any other circumstance or event entitling any party to terminate, any of the VIE Documents.

Amendments

Same as expressly provided for in this Agreement, the Borrower shall not (and shall ensure that no Group Member or Target Group Member will) amend, vary, novate, supplement, supersede, waive or terminate any term of an Acquisition Document or a VIE Document without the prior written consent of the Lender:

The Borrower shall promptly supply to the Lender a copy of any document relating to any of the matters referred to in paragraph (a) above.

Insurance

The Borrower shall (and shall ensure that each Group Member will) maintain insurances on and in relation to its business and assets against those risks and to the extent usually insured by prudent companies located in the same or similar location and carrying on a similar business.

All insurances must be with reputable independent insurance companies or underwriters.

Pensions

The Borrower shall ensure it and other Group Members are in compliance with all obligations in respect of pensions operated by or maintained for the benefit of the Group or its employees where failure to so comply has or might reasonably be expected to have a Material Adverse Effect.

Access

If an Event of Default is continuing or the Lender reasonably suspects an Event of Default is continuing or may occur, the Borrower shall ensure that each Group Member will (not more than once in every financial year unless the Lender reasonably suspects an Event of Default is continuing or may occur) permit the Lender and/or accountants or other professional advisers of the Lender reasonable access during business hours and on reasonable prior notice, which shall not be less than five (5) days, at the risk and cost of the Borrower to (a) the premises, assets, books, accounts and records of each relevant Group Member and (b) meet and discuss matters with relevant senior management.

Auditors

No Group Member may replace the Auditors, unless the new auditor to be appointed is any of Deloitte & Touche, PricewaterhouseCoopers, Ernst & Young and KPMG.

Intellectual Property

The Borrower shall (and shall procure that each Group Member will):

preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group Member;

use reasonable endeavours to prevent any infringement in any material respect of such Intellectual Property;

make registrations and pay all registration fees and taxes necessary to maintain such Intellectual Property in full force and effect and record its interest in such Intellectual Property;

not use or permit such Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of such Intellectual Property or imperil the right of any Group Member to use such property; and

not discontinue the use of such Intellectual Property,

where failure to do so has or might reasonably be expected to have a Material Adverse Effect.

No restriction on dividends

The Borrower shall procure that no Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Group Member to pay dividends or other distributions with respect to any of its equity interests save for this Agreement and any restrictions and conditions imposed by law.

Treasury transactions

The Borrower shall not (and shall ensure that no Group Member will) enter into any Treasury Transactions, except for those entered into to hedge actual or projected interest or forward exposures arising in the ordinary course of trading and not for speculative purposes.

No restriction on share transfer

The Borrower shall ensure that the constitutional documents of it or the Target do not, and are not amended or varied in a manner which, restricts or otherwise prohibits the transferability of the shares in the Borrower or the Target or confers any right of pre- emption, tag-along or other similar rights on any person or which could reasonably be expected to adversely affect the interests of the Lender under any Security Documents.

WFOE

The Borrower shall ensure that, without the prior written consent of the Lender, WFOE will not reduce its registered capital for any purpose other than repayment of the Loan.

Except for any restructuring with the prior written consent of the Lender, CTT shall beneficially and legally own directly the entire Equity Interest of WFOE.

Non-competition

The Borrower shall ensure that, without prior written consent of the Lender, Mr. Xia shall not, at anywhere in the world where any Group Member conducts or might conduct business, including without limitation Hong Kong and PRC, directly or indirectly, (a) enter into the employment of or render any services to any person, engaged in a business that is similar to the business of the Group or any Group Member (the “Competitive Business”); or (b) become associated with or interested in any Competitive Business as an individual, partner, shareholder, member, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity.

Non-disclosure

Unless and to the extent that disclosure is required under the applicable laws, regulations or rules of the relevant stock exchanges, the Borrower shall not (and shall ensure that no Group Member will) disclose the Facility or any content of the Finance Documents to any person (other than their legal and financial advisors for the purposes of negotiation, preparation and execution of the Finance Documents) without the prior written consent of the Lender.

Change in Financial Year

The Borrower shall not, and shall procure that no other Group Member will, change its financial year without the prior written consent of the Lender.

Waiver of Crown Immunity

To the extent that the Borrower may in any jurisdiction claim for itself or its assets or revenues crown immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself, its assets or revenues such immunity (whether or not claimed), the Borrower irrevocably agrees not to claim, and irrevocably waives, such crown immunity to the full extent permitted by the laws of such jurisdiction.

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 22 is an Event of Default (save for Clause 22.18 (Acceleration)).

Non-payment

Any Obligor fails to pay on the due date any amount payable pursuant to a Finance Document to which it is a party at the place and in the currency in which it is expressed to be payable unless:

its failure to pay is caused by administrative or technical error; and

payment is made within three (3) Business Days of its due date.