Amended and Restated Investors' Rights Agreement

EX-4.4 4 dex44.htm AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT Amended and Restated Investors' Rights Agreement

Exhibit 4.4

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THE INVESTORS NAMED IN SCHEDULE 1A AND 1B

and

GLOBAL MARKET GROUP LIMITED

(环球巿场集团有限公司)

and

THE PARTIES NAMED HEREIN

March 26, 2008

TABLE OF CONTENTS


SECTION HEADING	PAGE NO.

1. GENERAL MATTERS		4
2. INFORMATION AND INSPECTION RIGHTS		4
3. PUBLIC OFFERING RIGHTS		6
4. RIGHT OF PARTICIPATION		7
5. RIGHTS OF FIRST REFUSAL		9
6. CO-SALE RIGHT		16
7. OFFERS FROM THIRD PARTIES; DRAG ALONG		18
8. ASSIGNMENT AND AMENDMENT		20
9. PROTECTIVE PROVISIONS		20
10. BOARD MATTERS		23
11. CONFIDENTIALITY AND NON-DISCLOSURE		28
12. TERMINATION		31
13. MISCELLANEOUS		31

SCHEDULE 1A – SERIES A INVESTORS

SCHEDULE 1B – SERIES B INVESTORS

SCHEDULE 2 – DEFINITIONS

EXHIBIT A – ADHERENCE AGREEMENT

EXHIBIT B – REGISTRATION RIGHTS

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into on March 26, 2008, by and among:

A. Global Market Group Limited (环球巿场集团有限公司), a company incorporated in the Cayman Islands (the “Company”), whose registered office is at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman,

B. The Investor named in Schedule 1A of this Agreement (the “Series A Investor”),

C. The Investors named in Schedule 1B of this Agreement (the “Series B Investors”, and together with the Series A Investor, the “Investors”),

D. Global Market Group (Asia) Limited (环球巿场集团（亚洲）有限公司), a company incorporated in the Hong Kong Special Administrative Region (the “HK Subsidiary”), whose registered office is at Room 5, Block A, 7th Floor, Phase I, Yip Fat Factory Building, 77 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong,

E. Global Market (Guangzhou) Co., Ltd. (广州龙媒计算机科技有限公司), a joint venture established under the laws of the PRC (“Global Market Guangzhou”), whose registered address is at Room 802, No. 264 Tian He Dong Road, Tian He District, Guangzhou, PRC,

F. Global Market International Logistics Co., Ltd. (广州龙企国际货运代理有限公司), a domestic limited liability company established under the laws of the PRC (“Global Market Long Qi”), whose registered address is at Room 353B, 3/F, No. 986, Jiefangbei Road, Yuexiu District, Guangzhou, PRC,

G. Global Market Logistics Co., Ltd. (广州龙星国际货运代理有限公司), a domestic limited liability company established under the laws of the PRC (“Global Market Long Xing”), whose registered address is at Room 1009A, Renfeng Building, No. 490, Tianhe Road, Tianhe District, Guangzhou, PRC,

H. Guangzhou Shen Long Computer Science Co., Ltd., (广州燊龙计算机科技有限公司), a domestic limited liability company established under the laws of the PRC (“Guangzhou Shenlong”), whose registered address is at Room 401, 3/F, No.187, Dongfengxi Road, Yuexiu District, Guangzhou, PRC, and

I. Pan Weijia (潘伟佳), holder of PRC Passport No.G08688038, and Pan Weinian (潘伟年), holder of PRC Identity Card No. PCHN 150184962, the address of both is at Room 5, Block A, 7th Floor, Phase I, Yip Fat Factory Building, 77 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong (Pan Weijia and Pan Weinian, each a “Key Shareholder” and together, the “Key Shareholders”).

RECITALS

A. WHEREAS, the Series A Investor has subscribed from the Company, and the Company has issued to the Series A Investor, 1,940,000 Series A Preferred Shares of the Company on the terms and conditions set forth in Series A Preferred Shares Subscription Agreement dated September 3, 2006 (the “Series A Shares Subscription Agreement”) by and among, the Company, the Key Shareholders, Global Market Guangzhou and the Series A Investor.

B. WHEREAS, the Company and the Series A Investor are party to a Investor’s Rights Agreement dated October 19, 2006 (the “2006 Investor’s Rights Agreement”) to record the respective information, registration and other rights and obligations of the shareholders of the Company; and

C. WHEREAS, the Series B Investors have agreed to subscribe from the Company, and the Company has agreed to issue to the Series B Investors, an aggregate of up to 7,653,846 Series B Preferred Shares of the Company, on the terms and conditions set forth in Series B Preferred Shares Subscription Agreement dated March 20, 2008 (the “Series B Shares Subscription Agreement”) by and among, the Company, the HK Subsidiary, the PRC Subsidiaries, the Key Shareholders and the Series B Investors.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	GENERAL MATTERS.

1.1 Definitions. Capitalized terms used herein without definition have the meanings assigned to them in Schedule 2 attached to this Agreement. The use of any term defined in Schedule 2 in its uncapitalized form indicates that the words have their normal and general meaning.

1.2 Pledge. The Company and each Key Shareholder shall cause all parties to this Agreement, other than the Investors, to perform its obligations under this Agreement.

2.	INFORMATION AND INSPECTION RIGHTS.

2.1 Information and Inspection Rights.

(a) Information Rights. The Company covenants and agrees that, commencing on the date of the Series B Closing, the Company shall deliver each of the Investors the following with respect to the Company and each Group Company:

(i) annual audited consolidated financial statements as soon as practicable but in any event within ninety (90) days after the end of each fiscal year, such year-end financial statements to be in reasonable detail, in each case setting forth in comparative form figures for the previous year, such financial statements shall be prepared and audited by an Approved Accounting Firm, and accompanied by a report and opinion thereon by such independent public accountants;

(ii) six-month unaudited consolidated financial statements as soon as practicable but in any event within thirty (30) days after the end of such six-month period;

(iii) an unaudited consolidated balance sheet, unaudited consolidated income statement, and unaudited consolidated statement of cash flows for each quarter as soon as practicable but in any event within thirty (30) days after the end of each quarter;

(iv) monthly management accounts as soon as practicable but in any event within fifteen (15) days after the end of each month; and

(v) an annual consolidated operating budget and strategic and business plan for the following fiscal year, prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company, as soon as practicable but in any event within forty five (45) days prior to the end of each fiscal year;

(v) full details of any plans in relation to any Qualified IPO and/or Sale of the Company as soon as practicable; and

(vi) upon the written request by an Investor, such other information as the Investor shall reasonably request.

All financial statements to be provided to the Investors pursuant to this Section 2.1 and pursuant to any other Transaction Document shall include a balance sheet, a statement of profit or loss and a statement of cash flows, and shall be prepared in the English language in accordance with the IFRS or U.S. GAAP, as determined by the Board, and shall consolidate all of the financial results of the Group Companies. Any audit of such financial statements to be provided to the Investors pursuant to this Section 2.1 shall be performed in accordance with the IFRS or U.S. GAAP, as the case may be, by an Approved Accounting Firm accepted by a majority of the Board.

(b) Inspection Rights. The Company covenants and agrees that, commencing on the date of this Agreement, (i) any of the Investors holding Shares as of as at the date of this Agreement (the “Original Investors”) and (ii) for so long as any Person taking any interests from a transfer or assignment by such Original Investors pursuant to the Transaction Documents and the relevant person holds at least five percent (5%) of the then outstanding Preferred Shares (the “Inspection Rights Holder”), that Inspection Rights Holder or its appointee shall have the right of inspection, including the right to inspect the properties and facilities of the Company and/or any of its Subsidiaries and/or any of its joint venture companies and/or any of its Affiliates, to access, examine and copy all books or accounts of the Company and/or any of its Subsidiaries, and to discuss the business, operations and conditions of the Company and each of its Subsidiaries with their respective directors, officers, employees, accounts, legal counsel and investment bankers, with the full cooperation of the Company, during reasonable business hours upon receipt by the Company of reasonable prior written notice and provided that the relevant Inspection Rights Holder procure that such inspecting parties shall observe and shall undertake to be bound by the confidentiality undertakings set out in Section 11 of this Agreement.

(c) Termination of Rights. Except as set forth in Section 2.2 below, the foregoing information right shall terminate (i) upon the completion of a Qualified IPO, or (ii) with respect to any Investor, when such Investor no longer holds any Shares.

2.2 Information Rights After a Qualified IPO. The Company covenants and agrees that, so far as the Company is permitted under the applicable laws and regulations, the Company shall deliver to each Investor promptly after filing, copies of all of the Company’s annual and periodic reports made available to its shareholders as well as all public reports (including any periodic, interim, or extraordinary reports) filed with the Securities and Futures Commission of the Hong Kong Special Administrative Region, the China Securities and Regulatory Commission of the People’s Republic of China , the U.S. Securities and Exchange Commission, the Financial Services Authority and the Listing Authority of the United Kingdom or any other stock exchange or securities regulatory authority. This Section 2.2 shall survive any termination of this Agreement.

3.	PUBLIC OFFERING RIGHTS.

3.1 Registration Rights.

(a) Registration Rights. The registrations rights of the Investors with respect to the Company and the rights and obligations of the parties with respect to registration of the Company’s Ordinary Shares are set forth on Exhibit B attached hereto.

(b) Termination. The rights set forth in Exhibit B shall terminate upon the earlier of (i) the date of the completion of a Sale of the Company, and (ii) as to any Investor, when all Registrable Securities held by such Investor (together with any Affiliate of such Investor with whom such Investor must aggregate its sales under SEC Rule 144) could be sold without restriction under SEC Rule 144(k) within a ninety (90) day period; and (iii) five (5) years following the Qualified IPO.

3.2 Going Public; Trade Sale. Each of the Key Shareholders and the Company undertake to use its best efforts to, within thirty-six (36) months from the date of the Series B Closing: (i) consummate a Qualified IPO of the Company acceptable to the Series A Directors and Majority Series B Investors, or (ii) consummate a Sale of the Company.

4.	RIGHT OF PARTICIPATION.

4.1 With Respect to Issuance of New Securities:

(a) General. Each of the Investors and any person to which rights under this Section 4.1 have been duly assigned in accordance with Section 8 (each of such Persons being hereinafter referred to as a “Participation Rights Holder”) shall have the pre-emption right to subscribe for such a Pro Rata Share of all or any part of the New Securities that the Company may from time to time issue after the date of this Agreement, including any New Securities not purchased by other Participation Rights Holders (the “Right of Participation”). An Investor shall be entitled to apportion the right of first offer hereby granted it among its partners, members and its Affiliates in such proportions as it deems appropriate provided that such Affiliates do not have any interest in any business, company or asset which competes with the business of the Company or any Group Company.

(b) Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” is the ratio of (a) the number of Registrable Securities then held by such Participation Rights Holder, to (b) the total number of Ordinary Shares (assuming conversion of all convertible securities but excluding shares issuable under unexercised options or warrants) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

(c) New Securities. “New Securities” shall mean any Ordinary Shares, Series A Preferred Shares, Series B Preferred Shares, any other shares of the Company designated as “Preferred Shares”, Ordinary Shares or other voting shares of the Company, whether now authorized or not, and any rights, options, or warrants to purchase or exercisable for such securities, or securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for said equity securities; provided, however, that the term “New Securities” shall not include:

(i) any Series A Preferred Shares issued under the Series A Shares Subscription Agreement, or Ordinary Shares issued upon conversion of the Series A Preferred Shares authorized herein;

(ii) any Series B Preferred Shares issued under the Series B Shares Subscription Agreement, or Ordinary Shares issued upon conversion of the Series B Preferred Shares authorized herein;

(iii) any securities issued in connection with any share split, share dividend or other similar event in which all Participation Rights Holders are entitled to participate on a pro-rata basis;

(iv) in the aggregate up to 1,000,000 Ordinary Shares (proportionally adjusted to reflect any share dividends, share splits, or similar transactions) issued or issuable to officers, directors, employees and consultants of the Company or its Subsidiaries pursuant to the Employee Share Option Plan or any other incentive arrangement approved by the Board in accordance with Section 10.8(h) and the shareholders in accordance with Section 9.1(c) (“Employee Securities”);

(v) any securities issued as a dividend or distribution on the Series A Preferred Shares or Series B Preferred Shares or any event for which adjustment is made;

(vi) any securities offered in a Qualified IPO by the Company;

(vii) any securities issued pursuant to a Permitted Acquisition; and

(viii) any securities issued with the prior written approval of the Majority Investors.

(d) Procedures.

(i) First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities in a single transaction or a series of related transactions, it shall give to each Participation Rights Holder a written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount, the type and the price of New Securities and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall be entitled to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities at the price and upon the terms and conditions specified in the First Participation Notice by giving a written notice to the Company and stating therein the number of New Securities to be purchased (such number shall not exceed such Participation Rights Holder’s Pro Rata Share) within twenty (20) Business Days from the date of such First Participation Notice. If any Participation Rights Holder fails to send such written notice within the prescribed time period, then the right of such Participation Rights Holder to purchase its Pro Rata Share hereunder shall be forfeited.

(ii) Second Participation Notice; Oversubscription. If any Participating Rights Holder fails to exercise its Right of Participation with respect to all of the New Securities which such Participating Rights Holder is entitled to purchase in accordance with subsection (d)(i) above, the Company shall promptly give a written notice (the “Second Participation Notice”) to the Participating Rights Holders who agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with subsection (d)(i) above. Each Rights Participant shall have ten (10) Business Days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to purchase. Such notice may be made by telephone if followed by a written confirmation within two (2) Business Days from the date of verbal notice. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the oversubscribing Rights Participants will be cut back by the Company with respect to their oversubscriptions to that number of remaining New Securities equal to the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction the numerator of which is the number of Registrable Securities held by each oversubscribing Rights Participant and the denominator of which is the total number of Registrable Securities held by all the oversubscribing Rights Participants. Each oversubscribing Rights Participant shall be obligated to purchase such number of additional New Securities as determined by the Company pursuant to this subsection (d)(ii) and the Company shall so notify the Rights Participants within twenty (20) Business Days from the date of the Second Participation Notice.

(e) Failure to Exercise. In the event Participation Rights Holders do not exercise the Right of Participation with respect to all New Securities described in the First Participation Notice, (i) after twenty (20) Business Days following the date of the First Participation Notice, or (ii) upon the expiration of the Second Participation Period, the Company shall have a period of ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation was not fully exercised) at the same or a higher price and upon non-price terms not more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such prescribed period, then the Company shall not thereafter issue or sell any New Securities without first offering such New Securities to the Participation Rights Holders pursuant to this Section 4.1.

(f) Termination. The Right of Participation under this Section 4.1 shall terminate upon the completion of a Qualified IPO.

5.	RESTRICTIONS ON TRANSFER; RIGHTS OF FIRST REFUSAL AND CO-SALE.

5.1 Transfers by Key Shareholders.

(a) Any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering, through one or a series of transactions, of any interest in any Shares now or hereafter owned or held by a Key Shareholder, either directly or indirectly (in each case, a “Key Shareholder Transfer”) shall be made in compliance with this Section 5. For avoidance of doubt, any change in the equity interest of a Key Shareholder that is an entity, including without limitation as a result of (i) the issuance or redemption by such Key Shareholder of any portion of its outstanding shares or equity, or (ii) an transfer of such Key Shareholder’s equity by its equity holder, shall constitute a “Key Shareholder Transfer” for purposes of this Agreement.

(b) In addition to the restrictions set forth in Sections 5.1(a), 5.2 and 6, without the prior consent of the Majority Investors, prior to the date that is thirty-six (36) months following the Series B Closing, the Key Shareholders, shall not affect a Key Shareholder Transfer unless otherwise approved in writing by the Board of Directors of the Company, including the affirmative consent of the Series A Director and two (2) of the three (3) Series B Directors unless otherwise permitted pursuant to Section 5.4. A Key Shareholder which is a corporation hereby irrevocably and unconditionally undertakes with the Investors that without the prior written approval of the Majority Investors, it shall not directly or indirectly issue, sell, transfer or otherwise dispose of or create any mortgage, charge, pledge, lien or other encumbrance, third party rights or security interest whatsoever on or over or in respect of all or any of its shares (or any interest therein). Each Key Shareholder who is the individual that holds shares in that Key Shareholder corporation hereby irrevocably and unconditionally undertakes with the Investors that without the prior written approval of the Majority Investors, he/she shall not allow, directly or indirectly, sell, transfer or otherwise dispose of or create any mortgage, charge, pledge, lien or other encumbrance, third party rights or security interest whatsoever on or over or in respect of all or any of the shares in the Key Shareholder corporation.

5.2 Right of First Refusal on Transfers by Key Shareholders.

(a) Notice of Sale by a Key Shareholder. If a Key Shareholder (the “Selling Key Shareholder”) proposes to effect a Key Shareholder Transfer with to respect any of its Shares (the “Key Shareholder Transfer Shares”), then the Selling Key Shareholder shall promptly give a written notice (the “Key Shareholder Transfer Notice”) to the Company and to the Investors describing in reasonable detail the proposed sale or transfer, including the number of Key Shareholder Transfer Shares, the nature of such sale or transfer and the consideration to be paid.

(b) Right of First Refusal Relating to Sale by a Key Shareholder. Each Investor shall be given a right of first refusal to purchase all or any part of such Investor’s Pro Rata ROFR Share of the Key Shareholder Transfer Shares, at the price and upon the terms and conditions specified in the Key Shareholder Transfer Notice by giving a written notice to the Selling Key Shareholder within twenty (20) Business Days (the “Key Shareholder Transfer Period”) after the date of receipt of the Key Shareholder Transfer Notice stating therein the number of Key Shareholder Transfer Shares to be purchased. A failure by an Investor to respond within the Key Shareholder Transfer Period shall constitute a decision by such Investor not to exercise its right to purchase such Key Shareholder Transfer Shares. An Investor’s “Pro Rata ROFR Share” of a specified quantity of Key Shareholder Transfer Shares shall mean that number of Key Shareholder Transfer Shares which equals the specified quantity of Key Shareholder Transfer Shares proposed to be transferred by the Selling Key Shareholder, multiplied by a fraction equal to (i) the number of Shares then held by such Investor (on an as converted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Shares (on an as converted basis and including Ordinary Shares issued upon conversion thereof) then held by all Investors.

(c) Undersubscription of Key Shareholder Transfer Shares. If rights to purchase the Key Shareholder Transfer Shares have been exercised by the Investors with respect to some but not all of the Key Shareholder Transfer Shares by the end of Key Shareholder Transfer Period, then, within five (5) calendar days after the expiration of the Key Shareholder Transfer Period, the Selling Key Shareholder shall send written notice (the “Undersubscription Notice”) of the foregoing to the Company and those Investors who have fully exercised their Right of First Refusal within the Key Shareholder Transfer Period (the “Exercising Investor”). Each Exercising Investor shall have an additional right to purchase all or any part of its Pro Rata ROFR Share of the balance of any such remaining unsubscribed Key Shareholder Transfer Shares on the terms and conditions set forth in the Key Shareholder Transfer Notice. To exercise its rights to purchase additional Key Shareholder Transfer Shares pursuant to this Section 5.2(c), an Exercising Investor must deliver to the Selling Key Shareholder and the Company an exercise notice indicating the additional number of Key Shareholder Transfer Shares such Exercising Investor wishes to within ten (10) calendar days after the receipt of the Undersubscription Notice (the “Undersubscription Exercise Period”). Within five (5) calendar days after the expiration of the Undersubscription Exercise Period, the Selling Key Shareholder will give written notice to the Company and each Investor specifying the number of Key Shareholder Transfer Shares that was subscribed by the Investors exercising their Rights of First Refusal (the “Confirmation Notice”). An Exercising Investor’s “Pro Rata ROFR Share” of a specified quantity of Key Shareholder Transfer Shares shall mean that number of Key Shareholder Transfer Shares which equals the specified quantity of remaining unsubscribed Key Shareholder Transfer Shares proposed to be transferred by the Selling Key Shareholder, multiplied by a fraction equal to (i) the number of Shares then held by such Exercising Investor (on an as converted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Shares (on an as converted basis and including Ordinary Shares issued upon conversion thereof) then held by all Exercising Investors.

(d) Consideration; Closing. If the consideration proposed to be paid for the Key Shareholder Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Exercising Investor cannot for any reason pay for the Key Shareholder Transfer Shares in the same form of non-cash consideration, such Exercising Investor may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of Key Shareholder Transfer Shares by the Exercising Investors shall take place, and all payments from the Exercising Investors shall have been delivered to the Selling Key Shareholder, by the later of (i) the date specified in the Key Shareholder Transfer Notice as the intended date of the Key Shareholder Transfer and (ii) fifteen (15) calendar days after Undersubscription Exercise Period, such transfer to be on the same terms and conditions as those set out in the Investor Transfer Notice.

5.3 Transfers by Preferred Shareholders. Any Investor intending to sell, transfer or dispose of its interest in any of the Preferred Shares prior to the Qualified IPO of the Company shall first comply with this Section 5.3.

(a) Investor Right of First Refusal Relating to a Sale of Preferred Shares. If any Investor (the “Selling Investor”) proposes to sell or transfer any of its Preferred Shares, then the Selling Investor shall promptly give a written notice (the “Investor Transfer Notice”) to the Company, the other Investors and all the remaining holders of Shares or shares in the capital of the Company (“Remaining Shareholders”) describing in reasonable detail the proposed sale or transfer, including the number of Preferred Transfer Shares, the nature of such sale or transfer and the consideration to be paid.

(i) Sale of Series A Preferred Shares. With respect to the transfer of Series A Preferred Shares (the “Series A Transfer Shares”), each non-transferring holder of Series A Preferred Shares (a “Non-Transferring Series A Holder”) shall be entitled to purchase all or any part of the respective Non-Transferring Series A Holder’s Pro Rata Share of the Series A Transfer Shares, at the price and upon the terms and conditions specified in the Investor Transfer Notice by giving a written notice to the Selling Investor within twenty (20) Business Days after the date of the Investor Transfer Notice stating therein the number of the Series A Transfer Shares to be purchased (“Series A Transfer Shares Acceptance Period”). A failure by the respective Non-Transferring Series A Holder to respond within the Series A Transfer Shares Acceptance Period shall constitute a decision by the respective Non-Transferring Series A Holder not to exercise its right to purchase such Series A Transfer Shares. A “Non-Transferring Series A Holder’s Pro Rata Share” of a specified quantity of Series A Transfer Shares shall mean that number of Series A Transfer Shares which equals the specified quantity of Series A Transfer Shares proposed to be transferred by the Series A Investor, multiplied by a fraction equal to (i) the number of Series A Preferred Shares then held by such Non-Transferring Series A Holder, divided by (ii) the total number of Series A Preferred Shares then held by all Series A Investors.

(ii) Sale of Series B Preferred Shares. With respect to the transfer of Series B Preferred Shares (the “Series B Transfer Shares”), each non-transferring holder of Series B Preferred Shares (a “Non-Transferring Series B Holder”) shall be entitled to purchase all or any part of the respective Non-Transferring Series B Holder’s Pro Rata Share of the Series B Transfer Shares, at the price and upon the terms and conditions specified in the Investor Transfer Notice by giving a written notice to the Selling Investor within twenty (20) Business Days after the date of the Investor Transfer Notice stating therein the number of the Series B Transfer Shares to be purchased (“Series B Transfer Shares Acceptance Period”). A failure by the respective Non-Transferring Series B Holder to respond within the Series B Transfer Shares Acceptance Period shall constitute a decision by the respective Non-Transferring Series B Holder not to exercise its right to purchase such Series B Transfer Shares. A “Non-Transferring Series B Holder’s Pro Rata Share” of a specified quantity of Series B Transfer Shares shall mean that number of Series B Transfer Shares which equals the specified quantity of Series B Transfer Shares proposed to be transferred by the Series B Investor, multiplied by a fraction equal to (i) the number of Series B Preferred Shares then held by such Non-Transferring Series B Holder, divided by (ii) the total number of Series B Preferred Shares then held by all Series B Investors.

(iii) Offer to the Remaining Investors. Upon the expiry of the Acceptance Period under Section 5.3(a)(i) or (ii), as the case may be, each Series A Transfer Shares or Series B Transfer Shares that have not yet been allocated for purchase (such Shares, the “Preferred Transfer Shares”) shall be offered to the Investors who had not yet had the opportunity to purchase such class of Preferred Transfer Shares (the “Remaining Investors”), who shall then be entitled to purchase all or any part of such Remaining Investor’s Pro Rata Share of the Preferred Transfer Shares that has not been purchased by the Non-Transferring Preferred Shareholders, at the price and upon the terms and conditions specified in the Investor Transfer Notice by giving a written notice to the Selling Investor within five (5) Business Days after the expiry of the Acceptance Period stating therein the number of Preferred Transfer Shares to be purchased (the “Investor Acceptance Period”). A failure by the respective Remaining Investor to respond within such prescribed period shall constitute a decision by the respective Remaining Shareholder not to exercise its right to purchase such Preferred Transfer Shares. A “Remaining Investor’s Pro Rata Share” of a specified quantity of Preferred Transfer Shares shall mean that number of Preferred Transfer Shares which equals the specified quantity of Preferred Transfer Shares proposed to be transferred by the Investor, multiplied by a fraction equal to (i) the number of Shares then held by such Remaining Investor (on an as converted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Shares (on an as converted basis and including Ordinary Shares issued upon conversion thereof) then held by all Investors.

(iv) Offer to the Remaining Shareholders. Upon the expiry of the Investor Acceptance Period under Section 5.3(iii), the Remaining Shareholders shall be entitled to purchase all or any part of the respective Remaining Shareholder’s Pro Rata Share of the Preferred Transfer Shares that has not been purchased by the Non-Transferring Series A and Series B Shareholders, at the price and upon the terms and conditions specified in the Investor Transfer Notice by giving a written notice to the Selling Investor within five (5) Business Days after the expiry of the Investor Acceptance Period stating therein the number of Preferred Transfer Shares to be purchased. A failure by the respective Remaining Shareholder to respond within such prescribed period shall constitute a decision by the respective Remaining Shareholder not to exercise its right to purchase such Preferred Transfer Shares. A “Remaining Shareholder’s Pro Rata Share” of a specified quantity of Preferred Transfer Shares shall mean that number of Preferred Transfer Shares which equals the specified quantity of Preferred Transfer Shares proposed to be transferred by the Investor, multiplied by a fraction equal to (i) the number of Shares then held by such Remaining Investor (on an as converted basis and including Ordinary Shares issued upon conversion thereof), divided by (ii) the total number of Shares (on an as converted basis and including Ordinary Shares issued upon conversion thereof) then held by all Remaining Shareholders.

(b) Forfeiture of Right of First Refusal Rights with Respect to Investor Transfer. Notwithstanding the foregoing, if the total number of Preferred Transfer Shares to be transferred by any Investor that the other Investors and Remaining Shareholders indicate an interest in purchasing as provided in Section 5.3(a) is less than the total number of Preferred Transfer Shares, then the non-transferring Investors and Remaining Investors shall be deemed to have forfeited any right to purchase the Preferred Transfer Shares, and the Selling Investor shall be free to sell all, but not less than all, of the Preferred Transfer Shares to the prospective transferee in the Investor Transfer Notice (subject to the other terms and restrictions of this Agreement), provided, that such sale shall be consummated within ninety (90) days after receipt of the Investor Transfer Notice by the Company, the other Investors and Remaining Investors.

(c) Consideration; Closing. If the consideration proposed to be paid for the Preferred Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be determined in good faith by the Board. If any Non-Transferring Series A Holder, Non-Transferring Series B Holder, Remaining Shareholder or Remaining Investor cannot for any reason pay for the Preferred Transfer Shares in the same form of non-cash consideration, the Non-Transferring Series A Holder, Non-Transferring Series B Holder, Remaining Shareholder or Remaining Investor may pay the cash value equivalent thereof, as determined by the Board. The closing of the purchase of Preferred Transfer Shares by the respective Non-Transferring Series A Holder or Non-Transferring Series B Holder, Remaining Shareholder or Remaining Investor shall take place, and all payments from the respective Non-Transferring Series A Holder, Non-Transferring Series B Holder, the Remaining Shareholder or Remaining Shareholder shall have been delivered to the Selling Investor, by the later of (i) the date specified in the Investor Transfer Notice as the intended date of the transfer, and (ii) fifteen (15) calendar days after Investor Acceptance Period, such transfer to be on the same terms and conditions as those set out in the Investor Transfer Notice.

(d) Prohibited Preferred Share Transfers. Any attempt by a Selling Investor to transfer any of the Preferred Transfer Shares in violation of this Section 5.3 shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Non-Transferring Series A Holders, Non-Transferring Series B Holders, Remaining Investors and Remaining Shareholders.

5.4 Exempt Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 5.1, 5.2 and 5.3 and Section 6 shall not apply: (i) to a repurchase of Shares from a Key Shareholder by the Company at a price no greater than that originally paid by such Person for such Shares and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (ii) in the case of a Key Shareholder that is a natural person, upon a gratuitous transfer of Shares by such Key Shareholder (including on death by will or intestacy) of up to an aggregate of ten percent (10%) of such Key Shareholder’s Shares to an Immediate Family Member of such Key Shareholder, or to a custodian, trustee, executor, or other fiduciary for the account of such Key Shareholder’s Immediate Family Member, or to a trust for such Key Shareholder’s own self, in each case for bona fide estate planning purposes, provided that each such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the Selling Key Shareholder under this Agreement with respect to the transferred Shares; and provided further that any such transfer or distribution shall comply with applicable law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75 issued by the State Administration of Foreign Exchange of the PRC (“SAFE”) on October 21, 2005 (and any successor regulation) (“Circular 75”), (iii) the sale of any Shares to the public in a Qualified IPO, (iv) in the case of an Investor, upon a transfer by such Investor to a transferee that is a partner, member, limited partner or its Affiliate; provided that in each of the above cases such transferee or assignee, prior to the completion of the sale, shall have executed documents assuming the obligations of the transferring Shareholder under this Agreement with respect to the transferred Shares; (iv) to the transfer by Pan Weijia of up to an aggregate of 1,194,000 Ordinary Shares (as adjusted in connection with any stock split, stock dividend, recapitalizations or similar transactions) to certain employees of the Company or Group Companies pursuant to or as agreed in connection with the Employee Share Option Plan (as adjusted for stock splits, stock dividends, recapitalizations and similar transactions), and provided further that any such transfer or distribution shall comply with applicable law and regulations, including without limitation any requirement for the transferee to make any required filings with SAFE pursuant to Circular 75; (v) to a Transfer pursuant to and in connection with a Sale of the Company pursuant to Section 7; or (vi) to the transfer by Pan Weijia to Hanson Westhouse Limited of that number of Ordinary Shares equivalent to 0.5% of the enlarged issued share capital of the Company (taking into account the Series B Preferred Shares on an as-converted basis and adjusted from time to time as necessary for any future corporate actions) at the subscription price for the Series B Preferred Shares upon exercise by Hanson Westhouse Limited of its option under the Engagement Letter, such option to be exercisable at any time up to two (2) years following the Qualified IPO pursuant to or as agreed under the Engagement Letter (“Engagement Letter Securities”).

5.5 Termination. The rights under this Section 5 shall terminate upon the completion of a Qualified IPO.

6.	CO-SALE RIGHT.

6.1 Co-Sale Right. If any Key Shareholder Transfer Shares are not purchased pursuant to Section 5 above and thereafter are to be sold to a prospective transferee, each Investor that has not exercised its rights under Section 5.2 (each an “Co-Sale Eligible Holder”) shall have the right, exercisable upon delivery of a written notice to the Selling Key Shareholder, with a copy to the Company, prior to the end of the Key Shareholder Transfer Period, to participate in the Key Shareholder Transfer of such Key Shareholder Transfer Shares at the same price and upon the same terms and conditions indicated in the Key Shareholder Transfer Notice. A failure by the respective Investor to respond within such prescribed period shall constitute a decision by such Investor not to exercise its right of co-sale as provided in this Section 6. To the extent an Investor exercises such right of co-sale in accordance with the terms and conditions set forth below, the number of Key Shareholder Transfer Shares that the Selling Key Shareholder may sell in the Key Shareholder Transfer shall be correspondingly reduced. The foregoing co-sale right of the Investors shall be subject to the following terms and conditions:

(a) Any Investor may sell all or any part of its Pro Rata Co-Sale Share of the Key Shareholder Transfer Shares. Each Investor’s “Pro Rata Co-Sale Share” of a specified quantity of Key Shareholder Transfer Shares shall mean that specified quantity of Key Shareholder Transfer Shares proposed to be transferred, multiplied by a fraction equal to (i) the total number of Ordinary Shares (on an as-converted basis) then held by the Investor exercising its co-sale rights pursuant to this Section 6.1, divided by (ii) the total number of Ordinary Shares then held by all of the Investors exercising their co-sale rights pursuant to this Section 6.1, on an as converted basis. As used in this definition, the phrase “on an as-converted basis” shall mean assuming conversion of all Preferred Shares but not assuming exercise or conversion of any other outstanding option, warrants, or other convertible securities.

(b) Each Investor shall effect its participation in the sale by promptly delivering to the Selling Key Shareholder, with a copy to the Company, for transfer to the prospective purchaser share certificates in respect of all Shares to be sold by such Investor and a transfer form signed by such Investor, which indicates:

(i) the number of Ordinary Shares which such Investor elects to sell;

(ii) that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such Investor elects to sell; or

(iii) any combination of the foregoing;

provided, however, that if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such Investor shall convert such Preferred Shares into Ordinary Shares and deliver the Ordinary Shares in their stead. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser.

6.2 Procedure at Closing. The share certificate or certificates that such Investor delivers to the Selling Key Shareholder pursuant to Section 6.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Key Shareholder Transfer Shares pursuant to the terms and conditions specified in the Key Shareholder Transfer Notice, and the Selling Key Shareholder shall concurrently therewith remit to each Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Key Shareholder shall not sell any Key Shareholder Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Key Shareholder shall purchase such shares or other securities from such respective Investor(s). In selling its Shares pursuant to their co-sale right hereunder, the Investors shall not be required to give any representations or warranties with respect to its Shares to be sold except to confirm that they have not transferred or encumbered such Shares.

6.3 Non-Exercise. To the extent the Investors do not elect to participate in the sale of Key Shareholder Transfer Shares pursuant to the Key Shareholder Transfer Notice, the Selling Key Shareholder may, not later than ninety (90) days following delivery of the Key Shareholder Transfer Notice to the Investors, effect a Key Shareholder Transfer of the Key Shareholder Transfer Shares covered by the Key Shareholder Transfer Notice and not elected to be sold by the Investors. Any proposed transfer on terms and conditions more favorable than those described in the Key Shareholder Transfer Notice, as well as any subsequent proposed transfer of any Shares by the Selling Key Shareholder, shall be subject to the procedures described in Sections 5.1 and this Section 6.

6.4 Prohibited Key Shareholder Transfer.

(a) Prohibited Key Shareholder Transfer. In the event a Selling Key Shareholder should sell any Key Shareholder Transfer Shares in disregard or contravention of the rights under Sections 5 and Section 6.1 of this Agreement (a “Prohibited Key Shareholder Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Selling Key Shareholder shall be bound by the applicable provisions of such option.

(b) Put Right. Without prejudice to any other rights and remedies available to the Investors, in the event of a Prohibited Key Shareholder Transfer, the Investors shall have the right to sell to the Selling Key Shareholder the type and number of Ordinary Shares equal to the number of Shares the Investor would have been entitled to transfer to the purchaser under Section 6.1 hereof had the Prohibited Key Shareholder Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:

(i) The price per share at which the Shares are to be sold to the Selling Key Shareholder shall be equal to the price per share paid by the purchaser to the Selling Key Shareholder in the Prohibited Key Shareholder Transfer. The Selling Key Shareholder shall also reimburse the respective Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under Sections 5 or 6.1, as the case may be.

(ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Key Shareholder within ninety (90) days after the later of the dates on which the Investors (A) received notice of the Prohibited Key Shareholder Transfer or (B) otherwise become aware of the Prohibited Key Shareholder Transfer, a notice describing the type and the number of Shares to be transferred by the respective Investor.

(iii) The Selling Key Shareholder shall, promptly upon receipt of such notice from each of the Investors exercising the option created hereby, pay to the respective Investor the aggregate purchase price for the Shares to be sold by the respective Investor, and the amount of reimbursable fees and expenses, as specified above, in cash or by other means acceptable to the respective Investor.

(iv) Upon receipt of full payment of the amount due from the Selling Key Shareholder, the respective Investor shall deliver to the Selling Key Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by such Investor transferring such shares.

(v) Notwithstanding the foregoing, any attempt by a Selling Key Shareholder to transfer any of the Key Shareholder Transfer Shares in violation of Section 5 or Section 6.1 shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Majority Investors.

6.5 Termination. The rights under this Section 6 shall terminate upon the completion of a Qualified IPO.

7.	OFFERS FROM THIRD PARTIES; DRAG ALONG.

7.1 Offer Notice. If the Company or any of the Shareholders (“Offeree”) receives an Offer at any time following the date that is two (2) years following the Series B Closing, it must immediately give written notice (“Offer Notice”) to the other Shareholders. The Offer Notice must state full details of all material terms and conditions of the Offer. For purposes of this Section 7, an “Offer” shall mean an offer from a third party (“Offeror”) which is bona fide in writing offering to acquire all of the Shares and/or all or substantially all of the assets or undertaking of the Company (a “Sale of the Company”) which contains all material terms and conditions (including, without limitation, the parties, the consideration and the intended completion date of the Offer).

7.2 Drag Along. In the event that (i) the Majority Key Shareholders, and (ii) the Majority Investors, approve the Offer, then each Shareholder hereby agrees with respect to all Shares that he, she or it holds and any other Company securities over which he, she or it otherwise exercises dispositive power:

(a) in the event such transaction requires the approval of shareholders, (i) if the matter is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of Shares, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings; and (ii) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(b) in the event that the Sale of the Company is to be effected by the sale of Shares held by another Shareholder (the “Selling Shareholder”) without the need for shareholder approval, to sell all shares of the Company beneficially held by such Shareholder (or in the event that the Selling Shareholder is selling fewer than all of its shares held in the Company, shares in the same proportion as the Selling Shareholder is selling) to the person to whom the Selling Shareholder propose to sell its shares, for the same per-share consideration (on an as-converted basis) and on the same terms and conditions as the Selling Shareholder, except that: (i) no Investor shall be required to give any representations or warranties other than with respect to such Investor and the Shares being transferred by such Investor, which, for the avoidance of doubt, shall not include, without limitation, any representations or warranties about the Company or the Company’s business; and (ii) no Shareholders will be required to sell its shares unless the liability for indemnification, if any, of the Shareholder in such Sale of the Company is several, not joint, and is pro rata in accordance with the Shareholder’s relative share ownership of the Company, and will not exceed the consideration payable to the Shareholder, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by the Shareholder);

(c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company;

(e) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any voting securities owned by such Party or Affiliate in a voting trust or subject any such voting securities to any arrangement or agreement with respect to the voting of such securities, unless specifically requested to do so by the acquiror in connection with a Sale of the Company; and

(f) all the Shareholders shall procure that their respective Director nominees (if any) shall vote in favor of the Offer.

7.2 Termination. The rights under Section 7 shall terminate upon the completion of a Qualified IPO.

8.	ASSIGNMENT AND AMENDMENT.

8.1 Assignment - Rights of Investors. Notwithstanding anything herein to the contrary, the rights of the Investors under this Agreement, including without limitation the rights of the Investors under Sections 2.1, 2.2, 3, 4, 5, 6 and 7, are transferable to any Affiliate of the respective Investor or to any person who holds or is acquiring Registrable Securities in a transfer which does not breach any express provision of this Agreement; provided, however, that the Company is given a written notice stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights, subject to all the terms and conditions of this Agreement, including the provisions of this Section 8.

8.2 Adherence Agreement. For any transfer of Shares to be deemed effective, the transferee shall assume the obligations of the transferor under this Agreement by executing and delivering to the Company an Adherence Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adherence Agreement by any transferee, such transferee shall be deemed to be a Key Shareholder or Investor hereunder, as appropriate.

8.3 No restriction or encumbrance on Series A Preferred Shares and Series B Preferred Shares. Save as provided by Section 5 with respect to Preferred Transfer Shares, the transfer and assignment of the Series A Preferred Shares or Series B Preferred Shares, as the case may be, or any right the Investors under this Agreement or any other Transaction Documents shall not be subject to any rights of first refusal or co-sale rights or other restrictions or encumbrances on transfer or assignment.

8.4 Amendment of Rights. A provision of this Agreement may only be amended and the observance thereof may only be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Majority Investors, except for Section 5 which may be amended with the written consent of the Majority Series A Investors, the Majority Series B Investors and the holders of a majority of the Ordinary Shares. Any amendment or waiver effected in accordance with this Section 8.4 shall be binding upon each Party hereto and their respective successors.

9.	PROTECTIVE PROVISIONS.

9.1 Acts of the Company (General) - Shareholder Consent. Notwithstanding anything to the contrary in this Agreement, each of the parties agree that, for as long as any Series A Preferred Shares and/or Series B Preferred Shares are outstanding, any action (whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any Group Companies shall require the prior approval of the holders of a majority of the then outstanding Series A Preferred Shares and Series B Preferred Shares (voting together as a single class on an as converted basis):

(a) any reduction or cancellation of the authorized or issued share capital of the Company and/or any Group Company (including without limitation, repurchase of any Preferred shares or Ordinary shares), except pursuant to a redemption or conversion of the Preferred Shares in accordance with the Articles or the exercise of the Company’s repurchase option on the termination of employment of a participant of the Employee Stock Option Plan;

(b) any action that authorizes, creates or issues shares of any class of stock having rights, preferences or privileges superior to or on parity with the Series A Preferred Shares or Series B Preferred Shares;

(c) other than the grant of the Employee Securities, the creation or issuance of any debenture or any obligation convertible into, any securities convertible into, any option to purchase or subscribe for, or warrants exercisable for, shares of the Company or any Group Company;

(d) effecting any merger, spin-off, consolidation, scheme of arrangement, reorganization or sale, transfer (including a transfer by way of a spin-off, split-off or business separation) or disposition of the whole or a substantial part of the business, undertaking, goodwill, assets or intellectual property or all or substantially all of the assets of the Company and/or any Group Company;

(e) dispose or dilute the Company’s interest, directly or indirectly in any Group Company;

(f) any amendment or waiver of any provisions of the Company’s Restated M&A that adversely affects the rights of the Series A Preferred Shares and/or Series B Preferred Shares;

(g) the appointment of a receiver, administrator or other form of external manager for the liquidation or dissolution or winding of the Company and/or any Group Company or the passing of any resolution of the Directors or the shareholders in respect thereof;

(h) cease to conduct or carry on the business of the Company and/or any Group Company substantially as now conducted or change any part of its business activities, plan or strategy of the Company and/or any Group Company as now carried out;

(i) any delegation of authority in respect of any of the foregoing matters to any committee of the Board;

(j) any increase or decrease in the authorized number of Series A Preferred Shares or Series B Preferred Shares, allotment or issuance of any additional Series A Preferred Shares or Series B Preferred Shares, or any amendment or variation of any rights, privileges or powers of, or the restrictions provided for, the benefit of the holders of the Series A Preferred Shares and/or the Series B Preferred Shares;

(k) increasing the authorized or issued share capital of the Company and/or any Group Company or issue any shares or securities convertible into or carrying a right of subscription in respect of shares or any share warrants or grant or issue any option rights or warrants or which may require the issue of shares in the future or do any act which has the effect of diluting or reducing the effective shareholdings of the Investors in the Company, other than the Ordinary Shares issued or issuable upon conversion of the Preferred Shares;

(l) the creation of any mortgage, pledge, hypothecation, lien or charge (whether by way of fixed or floating charge, mortgage or other security) or other security interest over all or a substantial part of the Company’s assets or properties, tangible or intangible;

(m) any guarantee or agreement by the Company or any of the Group Company to indemnify any other person against any loss or liability of any person’s obligations, other than commercially reasonable warranties or indemnification granted to suppliers and customers in the ordinary course of business;

(n) the purchase of or subscription for any shares or other equity or debt securities of any person except for a wholly-owned subsidiary;

(o) any listing of the securities of the Company or any listing vehicle or affiliate established for that purpose

(p) making any investment by the Company and/or any Group Company in excess of US$100,000 (or its equivalent in any other currency), or any non-core business investments, or any acquisition of assets or equity interests outside the PRC (the PRC to be deemed to include the Hong Kong Special Administrative Region and Macau Special Administrative Region for purposes of this paragraph), unless such investment is a Permitted Acquisition; or

(q) any agreement, any commitment or the adoption of any corporate resolution to do any of the foregoing matters.

9.2 Procurement of Directors to comply with Obligations. Each of the parties other than the Company undertakes to procure that the director(s) appointed by it to the Board shall approve and implement the matters set out in Section 9.1 (a) to (q) above in the manner specified in Section 9.1.

9.3 Assignment and Termination. The rights of the Investors set forth in this Section 9 are fully assignable prior to a Qualified IPO to any person who holds or is acquiring the Series A Preferred Shares or Series B Preferred Shares, as the case may be, in a transfer which does not breach any express provision of this Agreement; provided, however, that the Company is given a written notice stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided further, that the transferee executes and delivers an Adherence Agreement. The rights in this Section 9 shall terminate upon completion of a Qualified IPO.

10.	BOARD MATTERS.

10.1 Size of the Board; Designation Right. The Board of the Company shall consist of a maximum of seven (7) directors (exclusive of alternate directors). Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board:

(a) The Series A Investor shall be entitled to elect one (1) director of the Board of the Company (the “Series A Director”), who shall be designed by the Series A Investor. For as long as any Series A Preferred Shares are outstanding, the term of the office of Series A Director shall be determined by the Series A Investor.

(b) The Series B Investors shall be entitled to elect three (3) directors of the Board of the Company (the “Series B Directors”, and together with the Series A Director, the “Investor Directors”), (i) one (1) of whom shall be designated by JAFCO (the “JAFCO Director”), (ii) one (1) of whom shall by designated by Sky Investment (the “SI Director”), and (iii) one (1) of whom shall be designed by SISGL (the “SISGL Director”). The term of the office of each of the Series B Director shall be determined by the respective Series B Investor appointing that Series B Director for as long as any Series B Preferred Shares with respect to that Series B Investors are outstanding.

(c) The Key Shareholders shall be entitled to elect two (2) directors of the Board of the Company (the “Management Directors”), initially to be HU Weiquan and Pan Weijia. Upon the hiring of a new chief financial office following the Series B Closing, the Key Shareholders shall procure that HU Weiquan resign form his position as a Management Director and that the new chief financial officer or such other more appropriate person as may be determined by the Key Shareholders in their sole discretion shall be appointed as a Management Director to fill the vacancy.

(d) The Majority Investors and the Key Shareholders shall jointly elect one (1) director of the Board of the Company (the “Independent Director”) acceptable to the holders of more than fifty percent (50%) of the then outstanding Common Shares and Preferred Shares (voting together as a single class on an as-converted basis), initially to be SIEW Wing Keong.

10.2 Observers. In addition to their right to designate Investor Directors pursuant to Section 10.1, each of the Investors shall have the right to appoint an observer (the “Observers”) to attend and speak at any Board meetings and all subcommittees of the Board; provided that (i) such an Observer shall not have a right to vote at such Board meetings; (ii) this right to appoint Observers shall terminate upon the completion of a Qualified IPO; and (iii) each such observer shall observe and undertake to be bound by the confidentiality undertakings set out in Section 11 of this Agreement.

10.3 Disclosure of Information. Subject to their respective duties and responsibilities at law including, inter alia, the duty to act in the interest of the Company, the Company and Key Shareholders agree and consent on a continuing basis and up till the completion of a Qualified IPO that (i) each of the Investor Directors and Observers shall be entitled to disclose information concerning the Company, including but not limited to matters discussed at any meeting of the Board, to shareholders of the Investor or Investors that have designated him/her to the Board (“Ultimate Interest Holders”), provided that each such Investor shall, and shall procure that their Ultimate Interest Holders shall, observe and undertake to be bound by the confidentiality undertakings set out in Section 11 of this Agreement, and (ii) that the Investor Directors and Observers may take advice and instructions from his/her nominating Investor.

10.4 Board Quorum; Meetings; Management.

(a) The Company’s Restated M&A shall provide that, so long as the number of directors remain at seven (7), the quorum (which shall exist at the time of the voting as well as the attendance of the Board meeting) of the Board shall be four (4) directors including at least the Series A Director, the JAFCO Director, one (1) Series B Director designated by the Series B Investors other than JAFCO, and one (1) Management Director. In the event that the quorum for a Board meeting is not constituted for two (2) consecutive board meetings, the second such Board meeting shall be adjourned until the date falling on the expiry of three (3) Business Days from the date of the second Board meeting and the quorum for the reconvened Board meeting shall be any four (4) directors.

(b) Notices and agendas of the Board meetings as well as copies of all board papers shall be sent to all the directors and to the Investors at least ten (10) Business Days prior to the relevant Board meeting, except for emergency Board meeting.

(c) The Company shall convene Board meetings at least once a quarter after the Series B Closing on a date reasonably convenient to the Key Shareholders and the Majority Investors. Except for any contrary provision in the Transaction Documents or the relevant laws, the Company shall be managed and controlled by the Board.

10.5 Waiver. The Company acknowledges that the Investors will likely have, from time to time, information that may be of interest to the Company or its Subsidiaries (“Information”) regarding a wide variety of matters including (1) the Investors’ technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments that the Investors have made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including technologies, products and services that may be competitive with those of the Company or any of its Subsidiaries, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including companies that may be competitive with the Company or any Group Company. The Company recognizes that a portion of such Information may be of interest to the Company and/or the Group Companies. Such Information may or may not be known by the Investor Directors or the Observers. The Company, as a material part of the consideration for this Agreement, agrees that the Investor Directors and Observers shall not have any duty to disclose any Information to the Company or any of its Subsidiaries, or permit the Company or any of its Subsidiaries to participate in any projects or investments based on any Information, or otherwise to take advantage of any opportunity that may be of interest to the Company or any Group Company if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit the Investors’ ability to pursue opportunities based on such Information or that would require the Investors, any representative of the Investors, the Investor Directors or Observers to disclose any such Information to the Company or any Group Company or offer any opportunity relating thereto to the Company or any Group Company.

10.6 Director Expenses. The Company shall reimburse each member of the Board for all reasonable traveling expenses incurred in connection with Board duties and meetings.

10.7 Insurance and Indemnification. The Company shall procure customary directors and officers insurance for the directors, covering an amount of at least US$1,000,000 or such other amount as is approved by the Investor. Notwithstanding anything to the contrary in this Agreement or in the Restated M&A, the Company shall indemnify and hold harmless the Investor Director and his alternate, to the fullest extent permissible by law, from and against all liabilities, damages, actions, suits, proceedings, claims, costs, charges and expenses suffered or incurred by or brought or made against such Investor Director or his alternate as a result of any act, matter or thing done or omitted to be done by him in good faith in the course of acting as a director or alternate director, as applicable, of the Company, by delivering to such Investor Director or its alternate, at the time of its appointment as a director or an alternate director, an indemnification agreement duly executed by the Company substantially in the form attached hereto as Exhibit C.

10.8 Protective Provisions - Special Board Veto. Notwithstanding anything to the contrary in this Agreement, for as long as any Series A Preferred Shares and Series B Preferred Shares are outstanding, the Company and each Group Company shall not, and the Key Shareholders shall procure that the Company and each Group Company shall not, take any action (whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company and/or any Group Company, unless such action has been approved by at least four (4) members of the Board of Directors, including at least two (2) affirmative votes from the Series A Director, JAFCO Director and/or the SISGIL Director:

(a) adoption of or amendment to the Restated M&A or the memorandum and articles of association or similar constitutive documents of any of the Company’s Subsidiaries;

(b) declaration or payment of any dividend by, or the making of any distribution on or with respect to the shares or any other share capital of, the Company and/or any Group Company;

(c) making any increase or decrease in capital, or any purchase or redemption of any shares of any of the Company and/or any Group Company, save for the issuance of Ordinary Shares upon the conversion of Preferred Shares or the redemption of the Preferred Shares in accordance with their terms of their issue

(d) adoption of annual budget, or any material change of annual budget, or engaging in any new line of business of the Company and/or any Group Company;

(e) amendment of the accounting policies or practices previously adopted, change of financial auditor or change of the commencement date and financial year end date of the Company and/or any Group Company;

(f) granting or creating by the Company and/or any Group Company of any indemnity or guarantee or any charge, lien or debenture or other security over all or any part of the assets or rights of the Company and/or any Group Company;

(g) adoption of, and amendment of any terms of, any of the Company’s and/or any Group Company’s employee stock option plans or share participation schemes or any bonus or profit sharing scheme;

(h) selling, transferring, license, changing, otherwise dispose of any trademarks, patents or other intellectual property owned by the Company and/or any Group Company;

(i) changing the senior management of the Company (namely the Company’s or any Group Company’s chairman, president, chief executive officer, chief operations officer or chief financial officer);

(j) any borrowing of money, obtaining of financial facilities (including factoring, facility letters, undertakings, guarantees, indemnities, comfort letters, etc.) or incurrence of indebtedness by the Company or any Group Companies (including indebtedness in the form of assumption or guaranty of borrowing or indebtedness of any other person) which individually or together with all related borrowing equal to or exceed forty percent (40%) of the net debt equity ratio of the Company or any Group Companies at any time;

(k) any transaction or series of related transactions or any contract involving the Company or any of its Subsidiaries and any Key Shareholder, director, officer, employee or consultant of the Company which individually or together with all related transactions equal to or exceed RMB1,000,000;

(l) any purchase or sale by the Company or any of the Group Companies involving real property;

(m) any change in the authorized maximum number of directors to be appointed to the Board of the Company; and

(n) any merger, acquisition, consolidation, reorganization or other transaction of or involving one (1) or more other companies in which the shareholders of the Company immediately prior thereto shall not hold a majority of the outstanding voting power of each surviving or acquiring company pro-rata immediately thereafter.

10.9 Revocation of Mandate. The rights conferred upon the Board of Directors of the Company as set forth in this Section 10 shall not be revoked or rescinded in any case except with the consent of a majority of the holders of Ordinary Shares, the Majority Series A Investors and the Majority Series B Investors.

10.10 Assignment and Termination. The rights of the Investors set forth in this Section 10 are fully assignable to any person who holds or is acquiring the Series A Preferred Shares and/or Series B Preferred Shares, in a transfer which does not breach any express provision of this Agreement; provided, however, that the Company is given a written notice stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided further, that the transferee executes and delivers an Adherence Agreement. This Section 10 shall terminate upon completion of a Qualified IPO.

10.11 Sky (Asia) Investment Limited – Automatic Conversion.

(a) Prior to December 31, 2008, Sky Investment and the Company agree that each Series B Preferred Share held by Sky Investment (including any Series A Preferred Shares then held by its permitted assigns, if any) shall automatically be converted into Ordinary Shares of the Company pursuant to Article 15(c) of the Restated M&A at the then effective Series B Conversion Price in the event that the Company shall receive written notice from any holder of Series A Preferred Shares and/or Series B Preferred Shares that such holder has elected to redeem all or any portion of their Preferred Shares as a result of the occurrence of a Redemption Event (as defined in Article 18(a)(i)(A) of the Restated M&A). Notwithstanding the foregoing, this Section 10.10 shall only apply in the following circumstances: (i) if the initial redemption notice from such holder of Preferred Shares is received by the Company prior to December 31, 2008; and (ii) following compliance with the terms of Article 18 of the Restated M&A, the Company has insufficient legally available assets and funds to redeem all of the Series A Preferred Shares and Series B Preferred Shares requested to be redeemed pursuant to Article 18 of the Restated M&A.

(b) By execution of this Agreement, Sky Investment acknowledges, consents and agrees to the automatic conversion of all of its Series B Preferred Shares as provided in this Section 10.10. Sky Investment further agrees to (i) to execute all instruments, notices and/or other documentation deemed necessary by the Investors in their discretion to effect such conversion; and (ii) hereby appoints any designee selected by the Majority Series B Investors in writing to execute all instruments, notices and other documentation on Sky Investment’s behalf as its lawful attorney in fact in order to effect the conversion of its Series B Preferred Shares in accordance with this Section 10.10. For avoidance of doubt, Sky Investment hereby waives its right to elect redemption pursuant to Article 18(a)(i)(A) of the Restated M&A, including without limitation any and all rights to receive the Redemption Price with respect to its Series B Preferred Shares in connection with a redemption pursuant to Article 18(a)(i)(A) of the Restated M&A; provided, however, that such waiver only applies to a redemption pursuant to Article 18(a)(i)(A) of the Restated M&A meets the criterion in Section 10.10(a(i)) and (ii).

(c) Upon receipt of the written notice from any holder of Series A Preferred Shares and/or Series B Preferred Shares of its election to redeem their Preferred Shares in connection with a Redemption Event (as defined in Article 18(a)(i)(A) of the Restated M&A), the Company shall provide Sky Investment and each Investor with notice of such election within ten (10) calendar days. The Company agrees to execute all instruments, notices and other documentation, and to make all necessary filings and updates to its register of members that are deemed necessary by the Majority Series B Investors in their discretion to effect such conversion.

11.	CONFIDENTIALITY AND NON-DISCLOSURE.

11.1 Financing Terms and Conditions.

(a) Disclosure of Terms. Each party hereto acknowledges that (i) the terms and conditions (collectively, the “Terms”) of this Agreement, the other Transaction Documents, and all exhibits, restatements and amendments hereto and thereto, including their existence, and (ii) any information which the Investors or the Company obtains from the other side, pursuant to financial statements, reports, presentations, correspondence, and any other materials provided by the Company, the Investors to, or communications between the Company, the Investors, or pursuant to information rights granted under this Agreement or any other related documents, unless the information is known, or until the information becomes known, to the public through no fault of the Investors or the Company, as the case may be, or unless the Company or any of the Investors gives their respective written consent to the release of the information by the other Investors or the Company, respectively, shall be considered confidential information and shall not be disclosed by it to any third party except in accordance with the provisions set forth below.

(b) Press Releases. Within sixty (60) days after the Series B Closing, the Company may issue a press release disclosing that the respective Investor has invested in the Company provided that the release does not disclose any of the Terms, (ii) the press release does not disclose the amount or other specific terms of the investment, and (iii) the final form of the press release is approved in advance in writing by that Investor mentioned therein. Any Investor’s name and the fact such Investor is a shareholder in the Company can be included in a reusable press release boilerplate statement, so long as such Investor has given the Company its initial approval of such boilerplate statement and the boilerplate statement is reproduced in exactly the form in which it was approved. No other announcement regarding any Investor in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without such Investor’s prior written consent, which consent may be withheld at such Investor’s sole discretion.

(i) the Company may disclose any of the Terms to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such persons or entities are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise;

(ii) each Investor (and its fund manager) may, without disclosing the identities of the other Investors or the Financial Terms of their respective investments in the Company without their or the Company’s consent, disclose such Investor’s investment in the Company to third parties or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent). If it does so, the other parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Investor;

(iii) each Investor shall have the right to disclose:

(1) any information to such Investor’s Affiliate, such Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, its fund manager, shareholder, investor, bona fide potential investor, counsel or advisor, or employee of such Investor and/or its Affiliate; provided, however, that any such Person shall be advised of the confidential nature of the information and are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise;

(2) any information for fund and inter-fund reporting purposes;

(3) any information as required by law, government authorities, exchanges and/or regulatory bodies, including without limitation by the Securities and Futures Commission of the Hong Kong Special Administrative Region, the China Securities and Regulatory Commission of the PRC, the London Stock Exchange plc, the Financial Services Authority and the Listing Authority of the United Kingdom or the Securities and Exchange Commission of the United States (or equivalent for other venues);

(3) any information to bona fide prospective purchasers/investors of any share, security or other interests in the Company; and/or

(4) any information contained in press releases or public announcements of the Company pursuant to Section 11.1(b) above.

(d) the confidentiality obligations set out in this Section 11.1 do not apply to:

(i) information which was in the public domain or otherwise known to the relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 11.1 or (ii) a breach of a confidentiality obligation by a third party discloser, where the breach was actually known to that relevant party;

(ii) information the disclosure of which is necessary in order to comply with any applicable law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority; or

(iii) information disclosed by any director of the Company or Observer to its appointer or any of its Affiliates or otherwise in accordance with the foregoing provisions of this Section 11.1.

(e) Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence of this Agreement or any Agreement Financing Terms, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact so that the appropriate party may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any Non-Disclosing Party.

11.2 Waiver. The Company acknowledges that the Investor will likely have, from time to time, information that may be of interest to the Company or its Subsidiaries (“Information”) regarding a wide variety of matters including (1) the Investor’s technologies, plans and services, and plans and strategies relating thereto, (2) current and future investments the Investor has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including technologies, products and services that may be competitive with those of the Company or any of its Subsidiaries, and (3) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including companies that may be competitive with the Company or any of its Subsidiaries. The Company recognizes that a portion of such Information may be of interest to the Company or any of its Subsidiaries. Such Information may or may not be known by the Investor Director. The Company, as a material part of the consideration for this Agreement, agrees that the Investor Director shall not have any duty to disclose any Information to the Company or any of its Subsidiaries, or permit the Company or any of its Subsidiaries to participate in any projects or investments based on any Information, or otherwise to take advantage of any opportunity that may be of interest to the Company or any of its Subsidiaries if it were aware of such Information, and hereby waives, to the extent permitted by law, any claim based on the corporate opportunity doctrine or otherwise that could limit the Investor’s ability to pursue opportunities based on such Information or that would require the Investor, any representative, the Investor Director to disclose any such Information to the Company or any of its Subsidiaries or offer any opportunity relating thereto to the Company or any Group Company.

11.3 Entire Agreement. This Section 11 constitutes the entire agreement between the parties as to the matter of confidentiality and supersedes the separate nondisclosure agreements executed by the Company with the Investors (and/or their Affiliates) with respect to the transactions contemplated.

11.4 Termination. This Section 11 shall survive any termination of this Agreement.

12.	TERMINATION.

Unless otherwise expressly provided in this Agreement, all the rights, obligations and interests of the Parties under this Agreement, other than Section 2.2, Section 3.1, Section 8, Section 11, Section 13, shall wholly and unconditionally terminate upon completion of a Qualified IPO.

13.	MISCELLANEOUS.

13.1 Governing Law. This Agreement shall be governed in all respects by the laws of the Hong Kong Special Administrative Region without regard to conflicts of law principles.

13.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such amendments. Except as expressly stated otherwise, the rights of each of the Investors set forth in this Agreement are fully assignable to any person who holds or is acquiring Shares from the respective Investor.

13.3 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns, any rights or remedies under or by reason of this Agreement.

13.4 Entire Agreement. This Agreement and the schedules and exhibits hereto, which are hereby expressly incorporated herein by this reference, constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

13.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when sent by facsimile at the number set forth below, upon a successful transmission report being generated by the sender’s machine; or (c) three (3) Business Days after deposit with an internationally-recognized overnight delivery service, postage prepaid, addressed to the Investors as set forth in Schedules 1A and 1B and to the Company, the Group Companies and Key Shareholders as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

To the Company, Group Companies

and each Key Shareholder:

Rooms 353B-355B,

Aether Square, 986 Jie Fang Bei Road,

Guangzhou, PRC

Postal code: 510040

Attn: Pan Weijia

Fax No.:(86) (20) 8666 5861

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 13.5, by giving the other party written notice of the new address in the manner set forth above.

13.6 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party hereto under this Agreement, shall impair any such right, power or remedy of the aggrieved party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any other breach or default heretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the parties shall be cumulative and not alternative.

13.7 Interpretation; Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

13.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one (1) instrument.

13.9 Severability. Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.

13.10 Adjustment for Share Splits, etc. Whenever in this Agreement there is a reference to a specific number or percentage of the Series A Preferred Shares or Series B Preferred Shares, as the case may be, then, upon the occurrence of any subdivision, combination or share dividend of the Series A Preferred Shares or Series B Preferred Shares, as the case may be, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

13.11 Pronouns. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Person or Persons may require.

13.12 Dispute Resolution.

(a) Negotiation Between Parties; Mediations. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each party that is a company, shall nominate one authorized senior officer as its representative. The parties or their representatives, as the case may be, shall, within thirty (30) days of a written request by either party to call such a meeting, meet in person and alone (except for one assistant for each party) and shall attempt in good faith to resolve the dispute. If the disputes cannot be resolved by such representatives in such meeting, the parties agree that they shall, if requested in writing by either party, meet within thirty (30) days after such written notification for one day with an impartial mediator agreed to and jointly appointed by the parties and consider dispute resolution alternatives other than formal arbitration. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either party may begin formal arbitration proceedings to be conducted in accordance with subsection (b) below. This procedure shall be a prerequisite before taking any additional action hereunder.

(b) Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the UNCITRAL Arbitration Rules (“UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b), subject to the following: The arbitration tribunal shall consist of one (1) arbitrator to be appointed according to the UNCITRAL Rules by HKIAC. If there are only two Parties to the arbitration, and such Parties can not agree on the one (1) arbitrator appointed by the HKIAC, then, if there are only two (2) parties to the arbitration, each party shall appoint one (1) arbitrator and the two arbitrators so appointed shall appoint the third arbitrator, who shall serve as chair of the arbitral tribunal, within thirty (30) days of the appointment of the second arbitrator. Any arbitrator not timely selected shall be appointed by the HKIAC. The two party appointed arbitrators shall appoint the third arbitrator, who shall serve as chair of the arbitral tribunal, within thirty (30) days of the appointment of the second arbitrator. If the third arbitrator is not timely appointed such arbitrator shall be appointed by the HKIAC and such arbitrator shall be qualified to practice law in Hong Kong.

The language of the arbitration shall be English. Notwithstanding anything in this Agreement or in the UNCITRAL Rules or otherwise, the arbitration tribunal shall not have the power to award injunctive relief or any other equitable remedy of any kind against any Investor unless such award both (i) is expressly appealable to and subject to de novo review by the courts of Hong Kong, and (ii) would not, if upheld, have the effect of impairing, restricting, or imposing any conditions on the right or ability of such Investor or its Affiliates to conduct its respective business operations or to make or dispose of any other investments. The prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

13.13 This Agreement to Prevail; Termination of 2006 Investor’s Rights Agreement. If and to the extent that there are inconsistencies between the provisions of this Agreement and those of the Restated M&A, the terms of this Agreement shall prevail. The parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the Restated M&A so as to eliminate such inconsistency. The Parties agree that this Agreement shall supersede and replace the 2006 Investor’s Rights Agreement. In consideration of the mutual covenants and promises contained herein, each of the parties to the 2006 Investor’s Rights Agreement hereby confirms and covenants with each of the other parties thereto that, with effect immediately after the Series B Closing: the 2006 Investor’s Rights Agreement shall be absolutely terminated; none of the parties to the 2006 Investor’s Rights Agreement have or shall have any rights, claims or interests whatsoever against any of the other parties to the 2006 Investor’s Rights Agreement under or in respect of the 2006 Investor’s Rights Agreement; and to the extent that any of the parties to the 2006 Investor’s Rights Agreement have or may have any rights, claims or interests whatsoever against any of the other parties thereto under or in respect of the 2006 Investor’s Rights Agreement, such rights, claims or interests are hereby absolutely, irrevocably and unconditionally waived, discharged and released. The 2006 Investor’s Rights Agreement shall be terminated with effect from the date of this Agreement. In consideration of the mutual covenants and promises contained herein, the Parties agree that in so far as (a) the definition of “Qualified IPO”; (b) the provisions of Clause 5.18 (Obligations of Management); and (c) Clause 10 (Confidentiality and Non-Disclosure of the Series A Share Subscription Agreement conflicts with the same provisions in the Series B Shares Subscription Agreement, those terms of the Series B Shares Subscription Agreement shall prevail.

13.14 JAFCO Rights. Any rights of JAFCO under this Agreement may, without prejudice to the rights of JAFCO to exercise any such rights, be exercised by JAFCO Investment (Asia Pacific) Ltd. (“JIAP”) or any other fund manager of JAFCO or their nominees (“JAFCO Manager”), unless JAFCO has given notice to the other parties that any such rights cannot be exercised by JIAP or a JAFCO Manager and (b) not given notice to the other parties that such notice which is given under this Section 13.14 has been revoked.

13.15 Series A Waiver. The Series A Investor and the Company agree and confirm that, each of them hereby (i) waives the rights of adjustment that each of them have as set out in Clause 2 and Schedule A of the Series A Shares Subscription Agreement, which rights shall be deemed for all purposes to be terminated and to have no further cause and effect, and (b) waives any and all claims against each other or any of the other’s Affiliates (including with respect to the Company, any of the Group Companies) for any breach of any covenants, representations or warranties contained in the Series A Share Subscription Agreement, provided that the waiver with respect to this Section 13.15(b) shall only apply to facts, circumstances, events or other items disclosed in the Disclosure Schedule to the Series B Subscription Agreement or which are otherwise known to the respective party as of the date of Closing.

13.16 Engagement Letter. Pan Weijia covenants and undertakes that, in the event that Hanson Westhouse Limited exercises its option to acquire that number of Ordinary Shares equivalent to 0.5% of the enlarged issued share capital of the Company (taking into account the Series B Preferred Shares on an as-converted basis and adjusted from time to time as necessary for any future corporate actions) at the subscription price for the Series B Preferred Shares, then, in lieu of the Company issuing such Ordinary Shares to Hanson Westhouse Limited, Pan Weijia will transfer an equivalent number of Ordinary Shares to Hanson Westhouse Limited in satisfaction of the Company’s obligations.

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