secondary school students OMO after-school education services which supplement their regular English, Chinese, Mathematics and other curriculum at school), in the PRC and any other country orj urisdiction to which our Group provides such services and/or in which any member of our Group carries on such business from time to time (the ‘‘Restricted Business’’). Such non-competition undertaking does not apply to:

(i) any interests in the shares of any member of our Group; or

(ii) interests in the shares of a company other than our Company whose shares are listed on a recognised stock exchange provided that:

(a) any Restricted Business conducted or engaged in by such company (and assets relating thereto) accounts for less than 10% of that company’s consolidated revenue or consolidated assets, as shown in that company’s latest audited accounts; or

(b) the total number of the shares held by the Covenantors and/or their respective close associates in aggregate is less than 5% of the issued shares of that class of the company in question and the Covenantors and/or their respective close associates are not entitled to appoint a majority of our directors of that company and at any time there should exist at least another shareholder of that company whose shareholdings in that company should be more than the total number of shares held by the Covenantors and their respective close associates in aggregate; or

(c) the Covenantors and/or their respective close associates do not have the control over the board of such company.

The Deed of Non-competition shall take effect upon Listing and shall expire on the earlier of:

(a) the day on which our Shares cease to be listed on the Stock Exchange or other recognised stock exchange; or

(b) the day on which the Covenantors and its/his close associates, individually or taken as a whole, cease to own, in aggregate, 30% or more of the then issued share capital of our Company directly or indirectly or cease to be deemed as controlling shareholder under the Listing Rules and do not have power to control our Board or there is at least one other independent Shareholder other than the Covenantors and its/his close associates holding more Shares than the Covenantors and its/his close associates taken together.

Pursuant to the Deed of Non-competition, each of the Covenantors has undertaken that if each of the Covenantors and/or any of its/his close associates is offered or becomes aware of any project or new business opportunity (‘‘New Business Opportunity’’) that relates to the Restricted Business, whether directly or indirectly, it/he shall (i) promptly within ten (10) Business Days notify our Company in writing of such opportunity and provide such information as is reasonably required by our Company in order to enable our Company to

come to an informed assessment of such New Business Opportunity; and (ii) use its/his best endeavours to procure that such opportunity is offered to our Company on terms no less favourable than the terms on which such New Business Opportunity is offered to its/his and/or its/his close associates.

All of our Directors (excluding those who is/are interested in the New Business Opportunity and has/have conflict of interests with our Company) will review the New Business Opportunity and decide whether to invest in the New Business Opportunity. If our Group has not given written notice of its desire to invest in such New Business Opportunity or has given written notice denying the New Business Opportunity within 30 Business Days (the ‘‘30-day Offering Period’’) of receipt of notice from the Covenantors, the Covenantors and/or its/his close associates shall be permitted to invest in or participate in the New Business Opportunity on its/his own accord. With respect to the 30-day Offering Period, our Directors consider that such period is adequate for our Company to assess any New Business Opportunity. In the event that our Company requires additional time to assess the new business opportunities, our Company may give a written notice to the Covenantors during the 30-day Offering Period and the Covenantors agree to extend the period to a maximum of 60 Business Days.

# CORPORATE GOVERNANCE MEASURES

Our Controlling Shareholders and their respective close associates may not compete with us as provided in the Deed of Non-competition. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:

(a) the Articles provide that a Director shall not be counted in the quorum or vote on any resolution of our Board approving any contract or arrangement or other proposal in which it/he/she or any of its/his/her close associates is materially interested unless in certain circumstances as expressly stated in the Articles;

(b) our independent non-executive Directors will review, on an annual basis, compliance with the Deed of Non-competition given by our Controlling Shareholders;

(c) our Company will obtain (i) an annual written confirmation in respect of our Controlling Shareholders’ compliance with the terms of the Deed of Non-competition, (ii) consent (from each of our Controlling Shareholders) to refer to the said confirmation in our annual reports, and (iii) all information as may reasonably be requested by us and/or our independent non-executive Directors for our review and enforcement of the Deed of Non-competition;

(d) our Company will disclose decisions on matters reviewed by our independent non-executive Directors relating to compliance and enforcement of the Deed of Non-competition of our Controlling Shareholders in the annual reports of our Company;