exv4w4





Exhibit 4.4


SHAREHOLDERS AGREEMENT




     THIS SHAREHOLDERS AGREEMENT (the “Agreement”) is made as of January 15, 2010, by and among
NOBAO RENEWABLE ENERGY HOLDINGS LIMITED, a company duly incorporated and validly existing under
the Laws of the Cayman Islands (the “Company”), CHINA ENVIRONMENT FUND III, L.P., a limited
liability partnership duly organized and existing under the laws of the Cayman Islands (the
“Investor”), Sun Kwok Ping, holder of Hong Kong document of identity No. DA9001901 (the
“Founder”), Wide Safety International Limited, a Hong Kong company (the “Other Ordinary Holder”),
EASTERN WELL HOLDINGS LIMITED, a company duly incorporated and validly existing under the Laws of
Hong Kong (“Eastern Well”), NUOXIN ENERGY TECHNOLOGY
(SHANG HAI) CO., LTD. 
(), a wholly foreign owned
enterprise duly organized and validly existing under the Laws of the PRC (“Shanghai Nuoxin”) and
JIANGXI NOBAO ELECTRIC CO., LTD. (), a wholly foreign owned enterprise duly organized and validly
existing under the Laws of the PRC (“Jiangxi Nobao”).



     Each of the Company, the Investor, the Founder, the Other Ordinary Holder, Eastern Well,
Shanghai Nuoxin and Jiangxi Nobao shall be referred to individually as a “Party” and collectively
as the “Parties”. Shanghai Nuoxin and Jiangxi Nobao shall be collectively referred to as the “PRC
Companies”.



RECITALS





	A.	 	A Share Exchange Agreement was entered into on January 15, 2010 (the “Share Exchange
Agreement”) by and among certain of the Parties.
	 
	B.	 	It is condition precedent of closing under the Share Exchange Agreement that the Parties
enter into this Agreement.
	 
	C.	 	As of the date of this Agreement, the Company owns beneficially and legally one hundred
percent (100%) of the equity interest of Eastern Well, which owns beneficially and legally
one hundred percent (100%) of the equity interest of each PRC Company.





WITNESSETH




     NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and
covenants set forth herein and other good and valuable consideration, the Parties agree as
follows:



     1. Interpretation.



     1.1 Definitions.



     Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to
them in Schedule 1 hereunder.



     1.2 Interpretation.



     For all purposes of this Agreement, except as otherwise expressly provided herein, (i) the
terms defined in Schedule 1 shall have the meanings ascribed to them in Schedule 1
hereunder and shall include the plural as well as the singular, (ii) all accounting terms not
otherwise defined herein have the meanings assigned under IFRS, (iii) all references in this



	 	 	 	 	 
	 	 	 	 	 
	 
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Agreement to designated “Sections” and other subdivisions are to the designated Sections and
other subdivisions of the body of this Agreement, (iv) pronouns of either gender or neuter shall
include, as appropriate, the other pronoun forms, (v) the words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular
Section or other subdivision (vi) all references in this Agreement to designated Schedules,
Exhibits and Annexes are to the Schedules, Exhibits and Annexes attached to this Agreement unless
explicitly stated otherwise, (vii) all references to dollars are to currency of the United States
of America, (viii) the term “including” will be deemed to be followed by “, but not limited to,”;
(ix) the terms “shall,” “will,” and “agrees” are mandatory, and the term “may” is permissive; and
(x) the term “day” means “calendar day.”




     1.3 Jurisdiction.



     The terms of this Agreement are drafted primarily in contemplation of an offering of
securities in the United States of America. The parties recognize, however, the possibility that
securities may be qualified or registered in a jurisdiction other than the United States of
America for offering to the public or that the Company might effect an offering in the United
States of America in the form of American Depositary Receipts or American Depositary Shares.
Accordingly:



     (a) It is their intention that, whenever this Agreement refers to a law, form, process or
institution of the United States of America but the parties wish to effectuate qualification or
registration in a different jurisdiction, reference in this Agreement to the laws or institutions
of the United States shall be read as referring, mutatis  mutandis, to the comparable laws
or institutions of the jurisdiction in question; and



     (b) It is agreed that the Company will not undertake any listing of American Depositary
Receipts, American Depositary Shares or any other security derivative of the Company’s Ordinary
Shares unless arrangements have been made reasonably satisfactory to a majority in interest of the
Holders of then outstanding Registrable Securities to ensure that the spirit and intent of this
Agreement will be realized and that the Company is committed to take such actions as are necessary
such that the Holders will enjoy rights corresponding to the rights hereunder to sell their
Registrable Securities in a public offering in the United States of America as if the Company had
listed Ordinary Shares in lieu of such derivative securities.



     2. Demand Registration.



     2.1 Registration Other Than on Form F-3 or Form S-3.



     Subject to the terms of this Agreement, at any time or from time to time after the earlier
of (i) one (1) year after July 2, 2009 and (ii) completion of a Qualified IPO, Holders holding
fifty percent (50%) or more of the then outstanding Registrable Securities may request in writing
that the Company effect a Registration for an anticipated gross proceeds of at least US$5,000,000
to the Company from the Registration in any jurisdiction in which the Company has had a
registered underwritten public offering (or, if the Company has not yet had a registered
underwritten public offering, then such request may be to effect such Registration on the New
York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the
Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved
by Company) of all or part of the Registrable Securities, including without limitation any
registration statement filed under the Securities Act providing for the registration of, and the
sale on a continuous or delayed basis by the Holders of, all of the



	 	 	 	 	 
	 
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Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule
that may be adopted by the Commission on Form F-l or Form S-l (or any comparable form for
Registration in a jurisdiction other than the United States, if applicable). Upon receipt of such
a request, the Company shall (a) promptly give written notice of the proposed Registration to all
other Holders and (b) as soon as practicable, use its reasonable best efforts to cause the
Registrable Securities specified in the request, together with any Registrable Securities of any
Holder who requests in writing to join such Registration within fifteen (15) days after the
Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution
in such jurisdiction. Notwithstanding any other provision hereof to the contrary, the Company
shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1 that
have been declared and ordered effective, and shall not be obligated to effect a Registration
within one year following the effective date of the Company’s IPO.




     2.2 Registration on Form F-3 or Form S-3.



     Subject to the terms of this Agreement, at any time after a Qualified IPO, if the Company
qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a
jurisdiction other than the United States), any Holder may request the Company to file, in any
jurisdiction in which the Company has had a registered underwritten public offering, a
Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a
jurisdiction other than the United States), including without limitation any registration
statement filed under the Securities Act providing for the registration of, and the sale on a
continuous or delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule
415 under the Securities Act and/or any similar rule that may be adopted by the Commission, for a
public offering of Registrable Securities for which the reasonably anticipated aggregate price to
the public, net of Selling Expenses, would exceed US$1,000,000. Upon receipt of such a request,
the Company shall (i) promptly give written notice of the proposed Registration to all other
Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable
Securities specified in the request, together with any Registrable Securities of any Holder who
requests in writing to join such Registration within fifteen (15) days after the Company’s
delivery of written notice, to be Registered and qualified for sale and distribution in such
jurisdiction. The Holders may at any time, and from time to time, require the Company to effect
the Registration of Registrable Securities under this Section 2.2, provided,
however, that the Company shall be obligated to effect no more than one (1) Registrations
in every twelve (12) month period pursuant to this Section 2.2 that have been declared and ordered
effective.



     2.3 Right of Deferral.



     (a) The Company shall not be obligated to Register or qualify Registrable Securities
pursuant to this Section 2:



          (i) if, within ten (10) days of the receipt of any request of the Holders to Register any
Registrable Securities under Section 2.1 or Section 2.2, the Company gives notice to the
Initiating Holders of its bona fide intention to effect the filing for its own account of a
Registration Statement of Ordinary Shares within sixty (60) days of receipt of that request;
provided that the Company is actively employing in good faith its reasonable best efforts
to cause that Registration Statement to become effective within sixty (60) days of the initial
filing; provided further that the Holders are entitled to join such Registration subject
to Section 3;




          (ii) during the period starting with the date of filing by the Company of, and




	 	 	 	 	 
	 	 	 	 	 
	 
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ending six (6) months following the effective date of any Registration Statement pertaining
to Ordinary Shares of the Company; provided that the Holders are entitled to join such
Registration subject to Section 3; or




          (iii) in any jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such Registration or qualification, unless the Company
is already subject to service of process in such jurisdiction;




     (b) If, after receiving a request from Holders pursuant to Section 2.1 or Section 2.2 hereof,
the Company furnishes to the Holders a certificate signed by the chief executive officer of the
Company stating that, in the good faith judgment of the Board, there is a reasonable likelihood
that it would be materially detrimental to the Company or its members for a Registration Statement
to be filed in the near future, then the Company shall have the right to defer such filing for a
period during which such filing would be materially detrimental, provided that such
deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly
submitted by Holders under Section 2.1 or sixty (60) days from the receipt of any request duly
submitted by Holders under Section 2.2 to Register Registrable
Securities; provided
further, that the Company may not Register any other of its Securities during such sixty (60)
or ninety (90) day period (except for Registrations contemplated by Section 3.4); as the case may
be, and provided that the Company shall not utilize this right more than once in any
twelve (12) month period.



     2.4 Underwritten Offerings.



     If, in connection with a request to Register Registrable Securities under Section 2.1 or
Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an
underwriting, they shall so advise the Company as a part of the request, and the Company shall
include such information in the written notice to the other Holders described in Sections 2.1 and
2.2. In such event, the right of any Holder to include its Registrable Securities in such
Registration shall be conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided
herein. All Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriter or underwriters of
internationally recognized standing selected for such underwriting by the Company. Notwithstanding
any other provision of this Agreement, if the managing underwriter advises the Company that
marketing factors (including without limitation the aggregate number of securities requested to be
Registered, the general condition of the market, and the status of the Persons proposing to sell
securities pursuant to the Registration) require a limitation of the number of Registrable
Securities to be underwritten in a Registration pursuant to Section 2.1 or 2.2, the underwriters
may (i) in the event the offering is the Company’s IPO, exclude from the underwriting all of the
Registrable Securities (so long as the only securities included in such offering are those of the
Company), or (ii) otherwise exclude up to twenty percent (20%) of the Registrable Securities
requested to be Registered but only after first excluding all other Equity Securities from the
Registration and underwriting and so long as the number of shares to be included in the
Registration on behalf of Holders is allocated among all Holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities requested by such Holders to be
included, provided that if, as a result of such underwriter cutback, the Holders cannot
include in the initial public offering all of the Registrable Securities that they have requested
to be included therein, then such Registration shall not be deemed to constitute one (1) of the
two (2) demand Registrations to which the



	 	 	 	 	 
	 	 	 	 	 
	 
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Holders are entitled pursuant to Section 2.1. Any Registrable Securities excluded or
withdrawn from such underwriting shall be withdrawn from the Registration.




     3. Piggyback Registrations.



     3.1 Registration of the Company’s Securities.



     Subject to the terms of this Agreement, if the Company proposes to Register for its own
account any of its Equity Securities, or for the account of any holder (other than a Holder) of
Equity Securities any of such holder’s Equity Securities, in connection with the public offering of
such securities solely for cash (except as set forth in Section 3.4), the Company shall promptly
give each Holder written notice of such Registration and, upon the written request of any Holder
given within fifteen (15) days after delivery of such notice, the Company shall use its reasonable
best efforts to include in such Registration any Registrable Securities thereby requested to be
Registered by such Holder. If a Holder decides not to include all or any of its Registrable
Securities in such Registration by the Company, such Holder shall nevertheless continue to have the
right to include any Registrable Securities in any subsequent Registration Statement or
Registration Statements as may be filed by the Company, all upon the terms and conditions set forth
herein. No shareholder (other than the Holder) of the Company shall be granted piggyback
registration rights superior to those of the Holder without the consent of the holders of at least
50% of then-outstanding Series A Preferred Shares (or Ordinary Shares issued upon conversion of the
Series A Preferred Shares or a combination of such Ordinary Shares and Series A Preferred Shares).



     3.2 Right to Terminate Registration.



     The Company shall have the right to terminate or withdraw any Registration initiated by it
under Section 3.1 prior to the effectiveness of such Registration, whether or not any Holder has
elected to participate therein. The expenses of such withdrawn Registration shall be borne by the
Company in accordance with Section 4.3.



     3.3 Underwriting Requirements.



     (a) In connection with any offering involving an underwriting of the Company’s Equity
Securities solely for cash, the Company shall not be required to Register the Registrable
Securities of a Holder under this Section 3 unless such Holder’s Registrable Securities are
included in the underwriting and such Holder enters into an underwriting agreement in customary
form with the underwriter or underwriters of internationally recognized standing selected by the
Company and setting forth such terms for the underwriting as have been agreed upon between the
Company and the underwriters. In the event the underwriters advise Holders seeking Registration
of Registrable Securities pursuant to this Section 3 in writing that market factors (including
the aggregate number of Registrable Securities requested to be Registered, the general condition
of the market, and the status of the Persons proposing to sell securities pursuant to the
Registration) require a limitation of the number of Registrable Securities to be underwritten,
the underwriters may (i) in the event the offering is the Company’s IPO, exclude all of the
Registrable Securities (so long as the only securities included in such offering are those of the
Company and no securities of other selling shareholders are included), or (ii) otherwise exclude
up to thirty percent (30%) of the Registrable Securities requested to be Registered but only
after first excluding all other Equity Securities (except for securities to be offered by the
Company) from the Registration and underwriting and so long as the Registrable Securities to be
included in such Registration on behalf of Holders are allocated among all



	 	 	 	 	 
	 	 	 	 	 
	 
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Holders in proportion, as nearly as practicable, to the respective amounts of Registrable
Securities requested by such Holders to be included.




     (b) If any Holder disapproves the terms of any underwriting, the Holder may elect to
withdraw therefrom by written notice to the Company and the underwriters delivered at least ten
(10) days prior to the effective date of the Registration Statement. Any Registrable Securities
excluded or withdrawn from the underwriting shall be withdrawn from the Registration.



     3.4 Exempt Transactions.



     The Company shall have no obligation to Register any Registrable Securities under this
Section 3 in connection with a Registration by the Company (i) relating solely to the sale of
securities to participants in a Company share plan, or (ii) relating to a corporate reorganization
or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws
of another jurisdiction, as applicable).



     4. Procedures.



     4.1 Registration Procedures and Obligations.



     Whenever required under this Agreement to effect the Registration of any Registrable
Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:



     (a) Prepare and file with the Commission a Registration Statement with respect to those
Registrable Securities and use its reasonable best efforts to cause that Registration Statement to
become effective, and, upon the request of the Holders holding a majority of the Registrable
Securities Registered thereunder, keep the Registration Statement effective for up to one hundred
and eighty (180) days or, if earlier, until the distribution thereunder has been completed;
provided, however, that such one hundred and eighty (180) day period shall be
extended for a period of time equal to the period any Holder refrains from selling any Registrable
Securities included in such Registration at the written request of the underwriter(s) for such
Registration.



     (b) Prepare and file with the Commission amendments and supplements to that Registration
Statement and the prospectus used in connection with the Registration Statement as may be
necessary to comply with the provisions of Applicable Securities Law with respect to the
disposition of all securities covered by the Registration Statement;



     (c) Furnish to the Holders the number of copies of a prospectus, including a preliminary
prospectus, required by Applicable Securities Law, and any other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned by them;



     (d) Use its reasonable best efforts to Register and qualify the securities covered by the
Registration Statement under the securities laws of any jurisdiction, as reasonably requested by
the Holders, provided that the Company shall not be required to qualify to do business or
file a general consent to service of process in any such jurisdictions;



     (e) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in customary form, with the managing underwriter(s) of the
offering. Each shareholder participating in the underwriting shall also



	 	 	 	 	 
	 	 	 	 	 
	 
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enter into and perform its obligations under such an agreement;




     (f) Notify each Holder of Registrable Securities covered by the Registration Statement at
any time when a prospectus relating thereto is required to be delivered under Applicable
Securities Law of (i) the issuance of any stop order by the commission, or (ii) the happening of
any event as a result of which any prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;



     (g) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant
to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform
Securities Identification Procedures for all those Registrable Securities, in each case not later
than the effective date of the Registration;



     (h) Furnish, at the request of any Holder requesting Registration of Registrable Securities
pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in
connection with a Registration pursuant to this Agreement, (i) an opinion, dated the closing date
of the sale, of the counsel representing the Company for the purposes of the Registration, in form
and substance as is customarily given to underwriters in an underwritten public offering; (ii) (A)
a comfort letter dated the signing date of the underwriting agreement; and (B) a bring down
comfort letter dated the closing of the sale, each from the independent certified public
accountants of the Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to the
underwriters; and



     (i) Take all reasonable action necessary to list the Registrable Securities on the primary
exchange on which the Company’s securities are then traded or in connection with a Qualified IPO,
the primary exchange on which the Company’s securities will be traded.



     4.2 Information from Holder.



     It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that
such Holder shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities as shall be
required to effect the Registration of such Holder’s Registrable Securities.



     4.3 Expenses of Registration.



     All expenses, other than the Selling Expenses (which shall be borne by the Holders
requesting Registration on a pro rata basis in proportion to their respective numbers of
Registrable Securities sold in such Registration), incurred in connection with Registrations,
filings or qualifications pursuant to this Agreement, including (without limitation) all
Registration, filing and qualification fees, printers’ and accounting fees, fees and
disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for
all selling Holders, shall be borne by the Company.



     4.4 Delay of Registration.



     No Holder shall have any right to obtain or seek an injunction restraining or otherwise



	 	 	 	 	 
	 	 	 	 	 
	 
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delaying any Registration as the result of any controversy that may arise with respect to
the interpretation or implementation of Sections 2, 3, 4, 5 or 6 of this Agreement.




     5. Indemnification.



     5.1 Company Indemnity.



     (a) To the maximum extent permitted by law, the Company will indemnify and hold harmless each
Holder, such Holder’s officers, directors, shareholders, legal counsel and accountants, any
underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who
controls (as defined in the Securities Act) such Holder or underwriter, against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under laws which are
applicable to the Company and relate to action or inaction required of the Company in connection
with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each a “Violation”), in each case to the extent that such
Violation occurs in reliance upon information furnished by the Company for use in connection with
such Registration: (i) any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement, on the effective date thereof (including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii)
the omission or alleged omission to state in the Registration Statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or supplements thereto, a
material fact required to be stated therein or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of Applicable Securities
Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will
reimburse each such Holder, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action.



     (b) The indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably withheld or delayed),
nor shall the Company be liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises solely out of or is solely based upon a Violation that occurs
in reliance upon and in conformity with written information furnished for use in connection with
such Registration by any such Holder, underwriter or controlling person.



     5.2 Holder Indemnity.



     (a) To the maximum extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, its directors, officers, legal counsel and accountants, any underwriter,
any other Holder selling securities in connection with such Registration and each Person, if any,
who controls (within the meaning of the Securities Act) the Company, such underwriter or other
Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the
foregoing persons may become subject, under Applicable Securities Laws, or any rule or regulation
promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder for use in



	 	 	 	 	 
	 	 	 	 	 
	 
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connection with such Registration; and each such Holder will reimburse any Person intended to
be indemnified pursuant to this Section 5.2, for any legal or other expenses reasonably incurred
by such Person in connection with investigating or defending any such loss, claim, damage,
liability or action. No Holder’s liability under this Section 5.2 shall exceed the net proceeds
(less underwriting discounts and selling commissions) received by such Holder from the offering of
securities made in connection with that Registration; provided, however, such
limitation shall not apply in the case of willful fraud by such Holder.




     (b) The indemnity contained in this Section 5.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).



     5.3 Notice of Indemnification Claim.



     Promptly after receipt by an indemnified Party under Section 5.1 or Section 5.2 of notice of
the commencement of any action (including any governmental action), such indemnified Party will,
if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or
Section 5.2, deliver to the indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified
Party (together with all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees
and expenses to be paid by the indemnifying party, if representation of such indemnified Party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified Party and any other Party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability
to the indemnified Party under this Section 5, but the omission to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any indemnified Party
otherwise than under this Section 5.



     5.4 Contribution.



     If any indemnification provided for in Section 5.1 or Section 5.2 is held by a court of
competent jurisdiction to be unavailable to an indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified Party hereunder, shall contribute to the amount paid or payable by
such indemnified Party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and of the indemnified Party, on the other, in connection with the statements or omissions
that resulted in such loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified
Party shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified Party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such
statement or omission.



	 	 	 	 	 
	 	 	 	 	 
	 
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     5.5 Underwriting Agreement.



     To the extent that the provisions on indemnification and contribution contained in the
underwriting agreement entered into in connection with the underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting agreement shall
control.



     5.6 Survival.



     The obligations of the Company and Holders under this Section 5 shall survive the completion
of any offering of Registrable Securities in a Registration Statement under this Agreement.



     6. Additional Undertakings.



     6.1 Reports under the Exchange Act.



     With a view to making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any comparable provision of any Applicable Securities Law that may at any time
permit a Holder to sell securities of the Company to the public without Registration or pursuant
to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the
United States), the Company agrees to:



     (a) make and keep public information available, as those terms are understood and defined in
Rule 144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction
where the Company’s securities are listed), at all times following ninety (90) days after the
effective date of the first Registration under the Securities Act filed by the Company for an
offering of its securities to the general public;



     (b) file with the Commission in a timely manner all reports and other documents required of
the Company under all Applicable Securities Laws; and



     (c) at any time following ninety (90) days after the effective date of the first Registration
under the Securities Act filed by the Company for an offering of its securities to the general
public by the Company, promptly furnish to any Holder holding Registrable Securities, upon request
(i) a written statement by the Company that it has complied with the reporting requirements of all
Applicable Securities Laws at any time after it has become subject to such reporting requirements
or, at any time after so qualified, that it qualifies as a registrant whose securities may be
resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable
Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents as may
be filed by the Company with the Commission, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the Commission, that permits the
selling of any such securities without Registration or pursuant to Form F-3 or Form S-3 (or any
form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s
Securities are listed).



     6.2 Limitations on Subsequent Registration Rights.



     From and after the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of a majority of the Registrable Securities then outstanding, enter into
any agreement with any holder or prospective holder of any Equity Securities of the



	 	 	 	 	 
	 
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Company that would allow such holder or prospective holder (i) to include such Equity
Securities in any Registration filed under Section 2 or 3, unless under the terms of such
agreement such holder or prospective holder may include such Equity Securities in any such
Registration only to the extent that the inclusion of such Equity Securities will not reduce the
amount of the Registrable Securities of the Holders that are included, (ii) to demand
Registration of their securities, or (iii) cause the Company to include such Equity Securities in
any Registration filed under Section 2.2 or Section 3 hereof on a basis more favorable to such
holder or prospective holder than is provided to the Holders thereunder.




     6.3 “Market Stand-Off” Agreement.



     Each Holder agrees, if so required by the managing underwriter(s), that it will not
during the period commencing on the date of the final prospectus relating to the Company’s
IPO and ending on the date specified by the Company and the managing underwriter (such
period not to exceed one hundred eighty (180) days from the date of such final prospectus, or
such other period, not to exceed twenty (20) additional days, as may be requested by the
Company or an underwriter to accommodate regulatory restrictions on (i) the publication or
other distribution of research reports and (ii) analyst recommendations and opinions, including
but not limited to, the restrictions contained in NASD Rule 2711 (f)(4) or NYSE Rule 472(f)(4),
or any successor provisions or amendments thereto), (i) lend, offer, pledge, hypothecate, hedge,
sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any Equity Securities (other than those
included in such offering) or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of the Equity
Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Equity Securities or such other securities, in cash or otherwise; provided,
that (x) all
directors, officers and all other holders of share capital of the Company must be bound by
restrictions substantially identical to those applicable to any Holder pursuant to this Section
6.3,
(y) all Holders will be released from any restrictions set forth in this Section 6.3 to the extent
that any other members subject to substantially similar restrictions are released, and (z) the
lockup agreements shall permit Holders to transfer their Registrable Securities to their
respective Affiliates so long as the transferees enters into the same lockup agreement. In order
to enforce the foregoing covenant, the Company may place restrictive legends on the
certificates and impose stop-transfer instructions with respect to the Registrable Securities of
each shareholder (and the shares or securities of every other person subject to the foregoing
restriction) until the end of such
period.



     6.4 Directed Shares.



     The Company agrees that, in the event of a filing for an IPO, the Company shall require that
the managing underwriter or underwriters of such IPO offer to the Investor the right to purchase
or to direct to the investors affiliated with the Investor, up to five percent (5%) of the total
number Ordinary Shares to be sold by the Company in the IPO (the “Directed Shares”). The Directed
Shares shall be offered pursuant to the immediately preceding sentence, to the fullest extent
practicable, on the same terms and at the same price at which they are being offered to the
public, pursuant to the Company’s IPO registration statement, subject (i) to the other provisions
of this Agreement and (ii) in all cases to the requirements of applicable federal, state or other
securities laws (including but not limited to the Securities Act or the rules and regulations of
any securities exchange (including but not limited to the New York Stock Exchange, the NASDAQ
National Market, the Hong Kong Stock Exchange Main Board, the



	 	 	 	 	 
	 	 	 	 	 
	 
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Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is
approved by Company) on which the Company has listed or desires to list shares of Ordinary Share
in connection with the IPO.




     6.5 Assignment of Registration Rights.



     The rights to cause the Company to register Registrable Securities pursuant to Section 2 and
Section 3 may be assigned (but only with all related obligations) by a Holder to (i) a transferee
or assignee of a minimum Registrable Securities, or (ii) an Affiliate or partner of the Holder or
shareholders who agree to act through a single representative; provided the Company is,
within a reasonable time after such transfer, furnished with written notice of the name and
address of such transferee or assignee and the securities with respect to which such registration
rights are being assigned; and provided, further, that such assignment shall be effective
only if immediately following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act. For the purposes of determining the
number of shares of Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership who are partners or retired partners of such
partnership (including spouses and ancestors, lineal descendants and siblings of such partners or
spouses who acquire Registrable Securities by gift, will or intestate succession) shall be
aggregated together and with the partnership; provided that all assignees and transferees
who would not qualify individually for assignment of registration rights shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action
hereunder.



     6.6 Exercise of Series A Preferred Shares.



     Notwithstanding anything to the contrary provided in this Agreement, the Company shall have
no obligation to register Registrable Securities which, if constituting Ordinary Share
Equivalents, have not been exercised, converted or exchanged, as applicable, for Ordinary Shares.



     6.7 Termination of Registration Rights.



     Notwithstanding anything to the contrary provided in this Agreement, the registration rights
in Sections 2 and 3 shall terminate three (3) years after consummation of a Qualified IPO or
earlier as to a particular Holder if such Holder can sell all of its Registrable Securities in a
ninety (90) day period pursuant to Rule 144 of the Securities Act of 1934.



     7. Preemptive Right.



     7.1 General.



     The Company hereby grants to the holders of then-outstanding Series A Preferred Shares
(each, a “Series A Holder”) a right to purchase up to its pro rata shares of any New Securities
that the Company may, from time to time, propose to sell or issue to any person or entity other
than the holders of Ordinary Shares. A Series A Holder’s “pro rata share” for purposes of this
purchase right shall be determined according to the number of Ordinary Shares owned by such
Series A Holder immediately prior to the issuance of the New Securities (assuming the exercise,
conversion or exchange of all then outstanding Ordinary Share Equivalents) in relation to the
total number of Ordinary Shares of the Company outstanding immediately prior to the issuance of
the New Securities (assuming the exercise, conversion or exchange of all then outstanding
Ordinary Share Equivalents).



	 	 	 	 	 
	 	 	 	 	 
	 
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     7.2 Issuance Notice.



     In the event the Company proposes to undertake an issuance of New Securities, it shall give
each Series A Holder written notice (an “Issuance Notice”) of such intention, describing the type
of New Securities, and their price and the general terms upon which the Company proposes to issue
the same. The Series A Holder shall have fifteen (15) days after the receipt of such notice to
agree to purchase such New Securities (as determined in Section 7.1 above) for the price and upon
the terms specified in the notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased. Failure by a Series A Holder to give notice within
such fifteen-day period shall be deemed to constitute a decision by such Series A Holder not to
exercise its purchase rights with respect to such issuance of New Securities.



     7.3 Over Allotment.



     If any Series A Holder fails to exercise its right to purchase its full pro rata share of any
New Securities (each, a “Non-Exercising Holder”), the Company shall, within five (5) days after
the expiration of the fifteen (15) day period described in Section 7.2 above, deliver written
notice specifying the aggregate number of unpurchased New Securities that were eligible for
purchase by all Non-Exercising Holders (the “Remaining Securities”) to each Series A Holder that
exercised its right to purchase its full pro rata share of the New Securities (each, an
“Exercising Holder”). Each Exercising Holder shall have a right of overallotment, and may exercise
an additional right to purchase the Remaining Securities by notifying the Company in writing
within fifteen (15) days after receipt of the notice by the Company pursuant to the prior sentence
of this Section 7.3; provided, however, that if the Exercising Holders desire to
purchase in aggregate more than the number of Remaining Securities, then the Remaining Securities
will be allocated to the extent necessary among the Exercising Holders in accordance with their
relative pro rata shares.



     7.4 Sales by the Company.



     For a period of one hundred twenty (120) days following the expiration of the fifteen (15)
day period as described in Section 7.2 above (or the fifteen (15) day period as described in
Section 7.3 above, if applicable), the Company may sell any New Securities with respect to which
a Series A Holder’s preemptive rights under this Section 7 were not exercised, at a price and
upon terms not more favorable to the purchasers thereof than specified in the Issuance Notice. In
the event the Company has not sold such New Securities within such one hundred twenty (120) day
period, the Company shall not thereafter issue or sell any New Securities, without first again
offering such securities to the Series A Holders in the manner provided in Section 7.1 above.



     7.5 Termination of Preemptive Rights.



     The preemptive rights in this Section 7 shall terminate on the earlier of (i) the closing of
the Qualified IPO, or (ii) a Liquidation Event.



     8. Information and Inspection Rights.



     8.1 Delivery of Financial Statements.



     The Company shall deliver to the Investor the following documents or reports:



	 	 	 	 	 
	 	 	 	 	 
	 
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     (a) within ninety (90) days after the end of each fiscal year of the Company Group,
consolidated, audited annual financial statements for the Company for such fiscal year and a
consolidated balance sheet for the Company Group as of the end of the fiscal year, audited and
certified by an accounting firm selected by the Company and approved by the Investor, a copy of
the Company Group’s annual operating plan and budget, and a management report including a
comparison of the financial results of such fiscal year with the corresponding business plan, all
prepared in accordance with IFRS;



     (b) within thirty (30) days of the end of each quarter, a consolidated unaudited income
statement and statement of cash flows for such quarter and a consolidated balance sheet for the
Company Group as of the end of such quarter, and a management report which will disclose all
material activities (financial or otherwise) of the Company Group including a comparison of the
financial results against the Company’s business plan, all prepared in accordance with IFRS
(except for year-end adjustments and except for the absence of notes);



     (c) within twenty (20) days of the end of each month, a consolidated unaudited income
statement and statement of cash flows for such month and a consolidated balance sheet for the
Company Group as of the end of such month, and a management report which will disclose all
material activities (financial or otherwise) of the Company including a comparison of the
financial results against the Company’s business plan, all prepared in accordance with IFRS
(except for year-end adjustments and except for the absence of notes);



     (d) no later than thirty (30) days prior to the beginning of each fiscal year, an annual
budget and operating plan for the succeeding fiscal year; and



     (e) no later than ten (10) days after the Company’s monthly, quarterly and annual operation
analysis meetings, notes from the Company’s monthly, quarterly and annual operation analysis
meetings and a written update on monthly operations and material events; and



     (f) copies of all documents or other information sent to any shareholder and any reports
publicly filed by the Company Group with any relevant securities exchange, regulatory authority or
governmental agency.



     The Company shall also promptly notify the holders of the Series A Preferred Shares the
following events in writing:



     (a) occurrence of any event of default under any of the bank loans borrowed by any member of
the Company Group;



     (b) the Company’s net assets become negative, on a consolidated basis;



     (c) each Company Group’s any material licenses or permits are revoked or not renewed and
such revocation is not cured within a reasonable period of time;



     (d) any material amendment or termination of any contract with a nominal value in excess of
US$1,000,000, to which any member of the Company Group is a party or by which any of them or any
of their respective properties are bound; and



     (e) any other event, in the reasonable opinion of the Company, has or is likely to have a
material adverse effect on the business of the Company or its affiliates.



	 	 	 	 	 
	 	 	 	 	 
	 
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     8.2 Inspection.



     Each of the Company, the Founder and the PRC Company shall procure each member of the Company
Group to permit the Investor, at its own expense, to visit and inspect, during normal business
hours following reasonable notice by the Investor to such member of the Company Group and only in
a manner so as not to interfere with the normal business operations of the Company Group, any of
the properties of the Company Group, and examine the books of account and records of the Company
Group, and discuss the affairs, finances and accounts of the Company Group with the directors,
officers, management employees, accountants, legal counsel and investment bankers of such
companies, all at such reasonable times as may be requested in writing by the Investor; provided,
that the Investor agrees to keep confidential any information so obtained; provided, further, that
the Investor may be excluded from access to any material, records or other information if the
Company Group is restricted from making such disclosure pursuant to a bona fide agreement with a
third party or if such disclosure will jeopardize the attorney-client privilege.



     8.3 Termination of Information and Inspection Rights.



     The rights and covenants set forth in Sections 8.1 and 8.2 shall terminate and be of no
further force or effect upon the earlier occurrence of (i) the closing of a Qualified IPO, (ii)
the date that the Company becomes subject to the reporting requirements of Section 13 and Section
15 of the Securities Act of 1934, as amended; or (iii) a Liquidation Event.



     8.4 Governmental/Securities Filings.



     For three (3) years after the time when the Company becomes subject to the filing
requirements of the Exchange Act or any other organized securities exchange, the Company shall
deliver to the Investor copies of, or provide a link on its public website to, any quarterly,
annual, extraordinary, or other reports publicly filed by the Company with the Commission or any
other relevant securities exchange, regulatory authority or government agency, and any annual
reports and other materials to the members.



     8.5 United States Tax Matters.



     (a) The Company shall determine annually, within forty-five (45) days from the end of each
taxable year, with respect to such taxable year (i) whether the Company is “controlled foreign
corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any
successor thereto) (the “Code”) or a passive foreign
investment company (“PFIC”) as described in
Section 1297 of the Code (including whether any exception to PFIC status may apply) or is or may
be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) to provide
such information reasonably available to the company as any U.S. Investor may request to permit
such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of
the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the U.S.
Internal Revenue Code of 1986, as amended) (a “QEF Election”) for U.S. federal income tax
purposes. The Company shall also obtain and provide reasonably promptly upon request any and all
other information deemed necessary by the U.S. Investor to comply with the provisions of this
Section 8.5(a).



     (b) If a determination is made by the Company that the Company is a PFIC for a particular
taxable year, then for such year and for each year thereafter, the Company shall also provide
each known U.S. Investor within 60 days from the end of such year with a completed



	 	 	 	 	 
	 	 	 	 	 
	 
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“PFIC Annual Information Statement,” in form and substance as attached in Exhibit A,
as required by Treasury Regulation Section 1.1295-1(g) and any other information required by a
U.S. Investor to comply with any reporting or other requirements in connection with the QEF
Election.




     (c) The Company will comply and will cause its Subsidiaries to comply with all
record-keeping, reporting, and other requests necessary for the Company and its Subsidiaries to
allow any U.S. Investor to comply with any applicable U.S. federal income tax law. The Company
will also provide any known U.S. Investor with any information reasonably requested to allow such
investor to comply with any applicable U.S. federal income tax law.



     (d) The Company shall, if requested by a U.S. Investor, cooperate in determining whether it
would be desirable, reasonable and appropriate for the Company and/or any Subsidiary to elect to
be classified as a partnership or branch for U.S. federal income tax purposes and, if so, to take
all reasonable steps to cause any such elections to be made.



     (e) For purposes of this Section 8.5: (i) “U.S. Investor” means (A) any investor that is a
United States person and (B) any investor that is an entity treated as a foreign partnership for
U.S. federal income tax purposes, one or more of the owners of which are, or controlled by, United
States persons; and (ii) “United States person” means any person described in Section 7701(a)(30)
of the Internal Revenue Code of 1986, as amended.



     9. Election of Directors.



     9.1 Board of Directors.



     (a) Number of Directors. The Company shall have a Board consisting of three (3) directors, of
which (i) one (1) Director shall be appointed by the Investor (the “Series A Director”); and (ii)
two (2) Directors shall be appointed by the holders of Ordinary Shares (collectively, the
“Management Directors”, and each a “Management Director”)



     (b) Designation and Election of the Series A Directors. At each election of the directors of
the Board, each holder of Series A Preferred Shares and each holder of Ordinary Shares shall vote
at any meeting of members, such number of Series A Preferred Shares (on an as-converted basis) and
Ordinary Shares as may be necessary, or in lieu of any such meeting, shall give such holder’s
written consent, as the case may be, with respect to such number of Series A Preferred Shares (on
an as-converted basis) and Ordinary Shares (i) as may be necessary to elect as the Series A
Director one (1) individuals designated by the Investor and remove any Series A Director
determined by the Investor, and (ii) against any other Series A Director nominees not so
designated by Investor.



     (c) Designation and Election of the Management Directors. At each election of the directors
of the Board, each holder of Series A Preferred Shares and each holder of Ordinary Shares shall
vote at any meeting of members, such number of Series A Preferred Shares (on an as-converted
basis) and Ordinary Shares as may be necessary, or in lieu of any such meeting, shall give such
holder’s written consent, as the case may be, with respect to such number of Series A Preferred
Shares (on an as-converted basis) and Ordinary Shares (i) as may be necessary to elect as the
Management Directors two (2) individuals designated by the holders of Ordinary Shares, and (ii)
against any other Management Director nominees not so designated.



	 	 	 	 	 
	 	 	 	 	 
	 
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     (d) PRC Companies. The Company and the Founder shall cause the board of directors of
each PRC Company to have the same number of directors and consist of the same directors as that
of the Company.



     9.2 Alternate.



     Subject to applicable law, the Series A Director and the Management Directors, in the case of
his or her absence, shall be entitled to appoint an alternate to serve at any Board meeting, and
such alternate shall be permitted to attend all Board meetings and vote on behalf of the director
for whom she or he is serving as an alternative.



     9.3 Meetings and Expenses.



     The Board shall meet in person or by teleconference no less than one time per quarter. The
Company shall reimburse all reasonable, documented expenses of all the Directors related to all
Board activities, including but not limited to attending the Board meetings.



     9.4 Assignment.



     Regardless of anything else contained herein, the rights of the Investor under this Section 9
are non-transferable and non-assignable (including without limitation by operation of law).



     9.5 Amendment.



     So long as an Investor holds any Series A Preferred Share, no rights of such Investor under
this Section 9 may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively).



     9.6 Directors’ Insurance and Indemnification.



     After the execution of this Agreement, the Company shall provide customary insurance
coverage for members of its Board of Directors to the extent available on commercially reasonable
terms. The Memorandum and Articles of the Company shall at all times provide that the Company
shall indemnify the members of the Company’s Board of Directors to the maximum extent permitted
by the law of the jurisdiction in which the Company is organized.



     9.7 Board Meetings.



     The Company shall use its reasonable best efforts to hold no less than one (1) Board meeting
during each quarter, and the Series A Director shall have additional two (2) opportunities to
request to have a Board meeting during every quarter. Such request shall not be deemed exercise
if the quorum for the meeting is not obtained, unless due to the Series A Director’s failure to
attend the meeting. A quorum for a Board meeting shall consist of two (2) directors, including a
Series A Director; provided, however, if such quorum cannot be obtained per two
(2) consecutive meetings of directors due to the failure of a Series A Director to attend such
meetings of directors after the notice of the meeting has been sent by the Company in accordance
with the Memorandum and Articles, then the attendance of any two (2) directors at the next duly
called meeting of directors shall constitute a quorum.



     In the case of an equality of votes in a Board meeting, no director shall have a second or
casting vote and the second Board meeting shall be convened within thirty (30)



	 	 	 	 	 
	 	 	 	 	 
	 
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days in which the unresolved matter shall be put to the vote again. In case that the matter
cannot be resolved in the second Board meeting, such matter shall be put to the vote in the
general meeting of the shareholders of the Company in accordance with this Agreement and
Memorandum and Articles.




     9.8 Termination. Notwithstanding any other provision herein to the contrary, this Section 9
shall terminate on the closing of the Qualified IPO.



     10 Additional Agreement; Covenants.



     10.1 Qualified IPO.



     Subject to applicable laws, the Company and the Founder shall use commercially reasonable
best efforts to effectuate the closing of a Qualified IPO within thirty-six (36) months of the
date of this Agreement. In the event of the closing of a Qualified IPO, each of the Company and
the Founder agree to use commercially reasonable best efforts, subject to applicable laws, to
minimize restrictions on the transfer of any Series A Preferred Shares held by the Investor (or
Ordinary Shares that have been converted from such Series A Preferred Shares).



     10.2 Approval of Business Plan.



     The Company, the Founder and the Investor shall use their reasonable best efforts to cause
each quarterly or annual budget, business plan or operating plan (including any capital
expenditure budget, operating budget and financing plan) to be approved before the beginning of
each quarter or year, as the case may be.



     10.3 Related-Party Transactions.



     Until the closing of the Qualified IPO, except for the transactions contemplated under this
Agreement and the Transaction Documents (as defined in the Share Exchange Agreement), all related
party transactions between any of the Company, the members of the Company Group, the Founder, the
Senior Managers, and directors of the Company Group, “related party” (as referred to in IFRS) of
any of such Persons and the Founder, shall be negotiated and entered into on an arms-length basis
and shall be subject to the approval of the Board. In addition, any related party transactions
concerning consideration in excess of US$10,000 shall be subject to the approval of the Board,
including the approval of a Series A Director, except for the transactions among the PRC Companies
during the normal course of business.



     10.4 Restriction on Transfer.



     Unless with the prior written approval of the Board, which shall include the approval of a
Series A Director, and except as otherwise provided in other Transaction Documents, the Founder
shall not, directly or indirectly, transfer, sell, pledge, mortgage, encumber or otherwise dispose
of any of his shares in the Company. The Founder hereby agrees that he will not effect any
transfer in violation of this Section 10.4 nor will it treat any alleged transferee as the holder
of such shares or equity interest.



     10.5 Non-Competition by the Founder.



     Unless otherwise agreed and acknowledged by the Investor, the Founder undertakes to the
Company and the Investor that commencing from the date of this Agreement for the later of



	 	 	 	 	 
	 	 	 	 	 
	 
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a period of twenty-four (24) months after he ceases to be (x) employed by the Company Group
or (y) a shareholder in any member of the Company Group, he will not, without the prior written
consent of the Board (including the consent of a Series A Director), either on his own account or
through any of his Affiliates, or in conjunction with or on behalf of any other person: (i) invest
or be engaged or interested directly or indirectly in any other corporate or entity which carries
out any business that is in direct competition with the principal business of the Company Group,
or otherwise carry out any such business; (ii) act as the shareholder, director, employee,
partner, agent or representative of any entity described in subsection (i) above; (iii) solicit or
entice away or attempt to solicit or entice away from any member of the Company Group, any person,
firm, company or organization who is a customer, client, representative, agent or correspondent of
such member of the Company Group or in the habit of dealing with such member of the Company Group.




     10.6 Assignments and Transfers; No Third Party Beneficiaries.



     Except as otherwise provided herein, this Agreement and the rights and obligations of the
parties hereunder shall inure to the benefit of, and be binding upon, their respective successors,
assigns and legal representatives, but shall not otherwise be for the benefit of any third party.
The rights of any Holder hereunder are assignable in connection with the transfer (subject to
applicable securities and other laws) of Equity Securities held by such Holder; provided,
however, that (1) the transferor shall, prior to the effectiveness of such transfer,
furnish to the Company written notice of the name and address of such transferee and the Equity
Securities that are being assigned to such transferee, (2) the transferor shall cause such
transferee to, concurrently with the effectiveness of such transfer, become a party to this
Agreement as a Holder and be subject to all applicable restrictions set forth in this Agreement.
Subject to Section 6.6, this Agreement and the rights and obligations of any Party hereunder shall
not otherwise be assigned without the mutual written consent of the other parties.



     10.8 Protective Provision.



     (i) In addition to any requirements set forth in the Memorandum and Articles or by the laws
of the Cayman Islands, the Company, Eastern Well and the PRC Companies shall not, and the Company
and the Founder shall cause any Subsidiary not to (by way of shareholders resolutions, board
resolutions or other means), take any of the following actions without the prior approval of the
holder(s) of at least sixty-seven percent (67%) of the outstanding Series A Preferred Shares (for
the purpose of this Section, the term Company below shall also include the members of the Company
Group):



     (a) Any action that authorizes, creates or issues any class of the Company securities having
preferences superior to or on a parity with the Series A Preferred Shares or any other securities
of the Company;



     (b) Any action that reclassifies any outstanding shares into shares having preferences or
priority as to dividends or assets senior to or on a parity with the preference of the Series A
Preferred Shares;



     (c) Consolidation or merger with or into any other business entity, or the disposition of
assets in excess of US$1,000,000 (individually or in the aggregate), or the sale of the license
out of all or substantially all of the Company’s intellectual property rights;



	 	 	 	 	 
	 	 	 	 	 
	 
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     (d) Any amendment to the Memorandum and Articles of Association of the Company;



     (e) Any amendment or change of the rights, preferences, privileges or powers of, or the
restrictions provided for the benefit of, the Series A Preferred Shares;



     (f) Any action that repurchases, redeems or retires any of the Company’s voting securities;



     (g) The liquidation or dissolution of the Company; and



     (h) Issuance of debt over US$2,000,000 in a single transaction or series of related
transactions.



     (ii) In addition to any requirements set forth in the Memorandum and Articles or by the laws
of the Cayman Islands, the Company, Eastern Well and the PRC Companies shall not, and the Company
and the Founder shall cause any Subsidiary not to (by way of shareholders resolutions, board
resolutions or other means), take any of the following actions without the prior approval by all
Directors of the Board of the Company, which shall include the affirmative vote of a Series A
Director (for the purpose of this Section, the term Company below shall also include the members
of the Company Group):



     (a) Making any loans by the Company to any Director, officer or employee outside the ordinary
course of business;



     (b) Declaration of dividends or other distributions and any changes in the dividend policy of
the Company;



     (c) Adoption and implementation of the annual operating budget or strategic plans, which,
once approved, shall not deviate from such operating budget or strategic plans;



     (d) Approval, adoption, amendment or administration of the ESOP;



     (e) Initiation and settlement of any material litigation where the amount claimed or in
dispute exceeds US$250,000;



     (f) Any issuance of equity or debt securities of the Company (in a single transaction or a
series related transactions);



     (g) Selection of the listing exchange, any financial advisors, underwriters, or approval of
the valuation and terms and conditions for a Qualified IPO or any form of merger or consolidation;



     (h) Sale, mortgage, pledge, lease, transfer or otherwise disposition of any of the assets of
the Company which are (i) outside the ordinary course of business, or (ii) in excess of US$250,000
in the aggregate over any twelve (12) months;



     (i) Approval or amendment of any quarterly and annual budget, business plan and operating
plan (including any capital expenditure budget, operating budget and financing plan) of the
Company;



	 	 	 	 	 
	 	 	 	 	 
	 
	 	20
	 	






 









 






     (j) Engaging in any business materially different from that described in the then
current business plan, change of the name of the Company or ceasing any business undertaking of
the Company;



     (k) Incurrence of any indebtedness or assumption of any financial obligation, or assumption,
guarantee or creation of any liability for borrowed money in excess of US$250,000 in the aggregate
at any time outstanding unless such liability is incurred pursuant to the then current business
plan;



     (1) Any expenditure or other purchase of tangible or intangible assets in excess of
US$500,000 in the aggregate over any twelve (12) months unless such expenditure or purchase is
made pursuant to the then current business plan;



     (m) Entering into any material agreement or contract with any party or group of related
parties under which the Company’s aggregate commitments, pledge or obligations to such party or
group of related parties;



     (n) Any material change in the accounting methods or policies or appointment or change of
the auditors of the Company;



     (o) Disposition of or dilution of the Company’s interest, directly or indirectly, in any of
its subsidiaries;



     (p) Appointment, removal, and determination of the remuneration of the Chief Executive
Officer, Chief Financial Officer, Chief Operating Officer, Vice President or General Manager of
the Company and any material subsidiaries of the Company; and



     (q) All accounts holding cash of the Company shall be established such that any expenditure
exceeding RMB 1,000,000, not relating to the core business or not included in the annual business
plan of the Company, shall require the signature of a Series A Director . Such threshold may be
adjusted at the discretion of the Investor holding at least 70% of the Series A Preferred Shares
then outstanding (at an as converted basis), with written notice to the Company and such other
documents as may be required by the applicable financial institutions.



     10.9 Assignment.



     The Information and Inspection Rights under Section 8 may be assigned to any holder of
Series A Preferred Shares; provided, however, that no party may be assigned any
of the foregoing rights unless the Company is given written notice by the assigning party 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 without limitation the provisions of this Section 10.9.



     11. Miscellaneous.



     11.1 Governing Law.



     This Agreement shall be governed by and construed in accordance with the laws of Hong Kong
as to matters within the scope thereof and without regard to its principles of conflicts of laws.



	 	 	 	 	 
	 	 	 	 	 
	 
	 	21
	 	






 









 






     11.2 Dispute Resolution.



     (a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the
interpretation, breach, termination or validity hereof, shall first be subject to resolution
through consultation of the parties to such dispute, controversy or claim. Such consultation shall
begin within seven (7) days after one Party hereto has delivered to the other Parties involved a
written request for such consultation. If within thirty (30) days following the commencement of
such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration
upon the request of any Party with notice to the other Parties.



     (b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong
International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. The complainant
and the respondent involved in such dispute shall each select one arbitrator within thirty (30)
days after giving or receiving the demand for arbitration. Such arbitrators shall be freely
selected, and the Parties shall not be limited in their selection to any prescribed list. The
Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in
the Hong Kong and fluent in English and Mandarin. If either party to the arbitration does not
appoint an arbitrator who has consented to participate within thirty (30) days after selection of
the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.



     (c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall
apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if
such rules are in conflict with the provisions of this Section 11.2, including the provisions
concerning the appointment of arbitrators, the provisions of this Section 11.2 shall prevail.



     (d) The arbitrators shall decide any dispute submitted by the parties to the arbitration
strictly in accordance with the substantive law of the Hong Kong and shall not apply any other
substantive law.



     (e) Each Party hereto shall cooperate with any party to the dispute in making full disclosure
of and providing complete access to all information and documents requested by such party in
connection with such arbitration proceedings, subject only to any confidentiality obligations
binding on the Party receiving the request; all such requested information and documents can be
provided in English or Chinese with equal legal validity.



     (f) The award of the arbitration tribunal shall be final and binding upon the disputing
parties, and any party to the dispute may apply to a court of competent jurisdiction for
enforcement of such award.



     (g) Any party to the dispute shall be entitled to seek preliminary injunctive relief, if
possible, from any court of competent jurisdiction pending the constitution of the arbitral
tribunal.



     11.3 Counterparts.



     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Facsimile and
e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness
of this Agreement.



	 	 	 	 	 
	 	 	 	 	 
	 
	 	22
	 	






 









 






     11.4 Notices.



     Any notice required or permitted pursuant to this Agreement shall be given in writing and
shall be given either personally or by next-day or second-day courier service, fax, electronic
mail or similar means to the address as shown below the signature of such Party on the signature
page of this Agreement (or at such other address as such Party may designate by fifteen (15) days’
advance written notice to the other Parties to this Agreement given in accordance with this
Section). Where a notice is sent by next-day or second-day courier service, service of the notice
shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or
second-day service through an internationally-recognized courier a letter containing the notice,
with a confirmation of delivery, and by two days having passed after the letter containing the
same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice
shall be deemed to be effected on the same day on which it is properly addressed and sent through
a transmitting organization with a reasonable confirmation of delivery.



     11.5 Headings and Titles.



     Headings and titles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.



     11.6 Expenses.



     If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and
necessary disbursements in addition to any other relief to which such Party may be entitled.



     11.7 Entire Agreement: Amendments and Waivers.



     This Agreement (including the Schedules and Exhibits hereto) constitutes the full and entire
understanding and agreement among the parties with regard to the subjects hereof and thereof. Any
term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of (i) the Company, (ii) the Founder and (iii) the Investor. Any
amendment or waiver effected in accordance with this paragraph shall be binding upon each holder
of any Registrable Securities, each future holder of all such Registrable Securities, and the
Company.



     11.8 Severability.



     If a provision of this Agreement is held to be unenforceable under applicable laws, such
provision shall be excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in accordance with its
terms.



     11.9 Further Assurances.



     The parties agree to execute such further instruments and to take such further action as may
be reasonably necessary to carry out the intent of this Agreement.




     11.10 Rights Cumulative.



	 	 	 	 	 
	 	 	 	 	 
	 
	 	23
	 	






 









 






     Each and all of the various rights, powers and remedies of a Party hereto will be
considered to be cumulative with and in addition to any other rights, powers and remedies which
such Party may have at law or in equity in the event of the breach of any of the terms of this
Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute
the exclusive election thereof nor the waiver of any other right, power or remedy available to
such Party.



     11.11 No Waiver.



     Failure to insist upon strict compliance with any of the terms, covenants, or conditions
hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy
power hereunder at any one or more times be deemed a waiver or relinquishment of such right,
power or remedy at any other time or times.



     11.12 Conflict with Articles of Association.



     The Parties hereto (other than the Company) agree that in the event of any conflict or
inconsistency between the provisions of this Agreement and the provisions of the Company’s
Articles or Memorandum of Association or other constitutional documents, the terms of this
Agreement shall prevail as between the shareholders of the Company only. The Parties (other than
the Company) shall, notwithstanding the conflict or inconsistency, act so as to effect the intent
of this Agreement to the greatest extent possible under the circumstances and shall promptly amend
the conflicting constitutional documents to conform to this Agreement to the greatest extent
possible.



     11.13 No Presumption.



     The parties acknowledge that any applicable law that would require interpretation of any
claimed ambiguities in this Agreement against the Party that drafted it has no application and is
expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity
in the provisions of this Agreement, no presumption or burden of proof or persuasion will be
implied because this Agreement was prepared by or at the request of any Party or its counsel.



     11.14 Information Waiver.



     The Company acknowledges that the Investor and its Affiliates, members, equity holders,
director representatives, partners, employees, agents and other related persons are engaged in the
business of investing in private and public companies in a wide range of industries, including the
industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the
Company and the Investor acknowledge and agree that a Covered Person shall:



     (a) have no duty to the Company to refrain from participating as a director, investor or
otherwise with respect to any company or other person or entity that is engaged in the Company
Industry Segment or is otherwise competitive with the Company; and



     (b) in connection with making investment decisions, to the fullest extent permitted by law,
have no obligation of confidentiality or other duty to the Company to refrain from using any
information, including, but not limited to, market trend and market data, which




	 	 	 	 	 
	 	 	 	 	 
	 
	 	24
	 	





 









 










comes into such Covered Person’s possession, whether as a director, investor or otherwise (the
“Information Waiver”), provided that the Information Waiver shall not apply, and therefore such
Covered Person shall be subject to such obligations and duties as would otherwise apply to such
Covered Person under applicable law, if the information at issue (i) constitutes material
non-public information concerning the Company, or (ii) is covered by a contractual obligation of
confidentiality to which the Company is subject. Notwithstanding anything in this Section 11.14 to
the contrary, nothing herein shall be construed as a waiver of any Covered Person’s duty of loyalty
or obligation of confidentiality with respect to the disclosure of confidential information of the
Company. For the purposes of this Section 11.14, “Covered Persons” shall have the meaning set forth
in the Company’s Memorandum and Articles.




[The remainder of this page has been intentionally left blank]



	 	 	 	 	 
	 	 	 	 	 
	 
	 	25
	 	






 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	COMPANY: 	NOBAO RENEWABLE ENERGY HOLDINGS

LIMITED

 	 
	 	By:  	/s/ Sun Kwok Ping
 	 
	 	 	Name:  	Sun Kwok Ping 	 
	 	 	Title:  	Director
	 
	 	 	Address: 	Building No. 4, 150 Yong He Road, Shanghai,
China, 200072
	 
	 	 	Fax:  	
86-21-6631-2459 	 
	 
	EASTERN WELL: 	EASTERN WELL HOLDINGS LIMITED

 	 
	 	By:  	/s/ Sun Kwok Ping
 	 
	 	 	Name:  	Sun Kwok Ping 	 
	 	 	Title:  	Director
	 
	 	 	Address: 	Building No. 4, 150 Yong He Road, Shanghai,
China, 200072
	 
	 	 	Fax:  	
86-21-6631-2459 	 
	 



[Signature Page to Shareholders Agreement]



 









 






	 	 	IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.





	 	 	 	 	 
	FOUNDER: 	/s/ Sun Kwok Ping
 	 
	 	SUN KWOK PING 	 
	 	Address:	 	Building No. 4, 150 Yong He
Road, 

Shanghai, China, 200072 	 
	 	Fax:	 	86-21-6631-2459 	 
	 



{Signature Page to Shareholders Agreement}



 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	INVESTOR: 	CHINA ENVIRONMENT FUND III, L.P.

 	 
	 	/s/ Donald Chang Ye
 	 
	 	Name:  	Donald Chang Ye 	 
	 	Title:  	Authorized Signatory
 	 
	 	Address:  	
A2302,  SP Tower,  Tsinghua  Science Park,  Beijing
100084 China 	 
	 	Fax:  	86-10-8215-1150 	 
	 



[Signature Page to Shareholders Agreement]



 









 






     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.



	 	 	 	 	 
	OTHER ORDINER HOLDER:



 	 
	 	
WIDE SAFETY INTERNATIONAL LIMITED

 	 
	 	/s/
Ren Jin Hua 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 	Address:  	
 	 
	 	Fax:  	
 	 
	 



[Signature Page to Shareholders Agreement]



 









 






	 	 	IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.





PRC COMPANIES :




	 	 	 	 	 
	 	NOXIN ENERGY TECHNOLOGY (SHANG HAI) CO., LTD

 	 
	 	()


	 
	 	By:  	/s/ Sun Kwok Ping
 	 
	 	 	Name:  	Sun Kwok Ping 	 
	 	 	Title:  	Legal Representative
	 
	 	 	Address: 	Building No. 4, 150 Yong He Road, Shanghai,
China, 200072
	 
	 	 	Fax:  	
86-21-6631-2459 	 
	 
	 	JIANGXI NOBAO ELECTRIC CO., LTD

 	 
	 	()


	 
	 	By:  	/s/ Sun Kwok Ping
 	 
	 	 	Name:  	Sun Kwok Ping 	 
	 	 	Title:  	Legal Representative
	 
	 	 	Address: 	Building No. 4, 150 Yong He Road, Shanghai,
China, 200072
	 
	 	 	Fax:  	
86-21-6631-2459 	 
	 



[Signature Page to Shareholders Agreement]



 









 





SCHEDULE 1





     “Affiliates” means, with respect to a Person, any other Person that, directly or indirectly,
Controls, is Controlled by or is under common Control with such Person.



     “Agreement” has the meaning ascribed to it in the Preamble hereof.



     “Applicable Securities Law” means (i) with respect to any offering of securities in the
United States, or any other act or omission within that jurisdiction, the securities law of the
United States, including the Exchange Act and the Securities Act, and any applicable securities
law of any state of the United States, and (ii) with respect to any offering of securities in any
jurisdiction other than the United States, or any related act or omission in that jurisdiction,
the applicable securities laws of that jurisdiction.



     “Board” or “Board of Directors” means the board of directors of the Company.



     “CFC” has the meaning ascribed to it in Section 8.3 hereof.



     “Code” has the meaning ascribed to it in Section 8.3 hereof.



     “Commission” means (i) with respect to any offering of securities in the United States, the
Securities and Exchange Commission of the United States or any other federal agency at the time
administering the Securities Act, and (ii) with respect to any offering of securities in a
jurisdiction other than the United States, the regulatory body of the jurisdiction with authority
to supervise and regulate the offering and sale of securities in that jurisdiction.



     “Company” has the meaning ascribed to it in the Preamble hereof.



     “Company Group” means the Company, Eastern Well, the PRC Companies, any of their
Subsidiaries, and each Person (other than a natural person) that is, directly or indirectly,
controlled by the Founder and/or the PRC Companies.



     “Control” of a given Person means the power or authority, whether exercised or not, to direct
the business, management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, which power or authority shall
conclusively be presumed to exist upon possession of beneficial ownership or power to direct the
vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members
or shareholders of such Person or power to control the composition of a majority of the board of
directors of such Person; the terms “Controlling” and “Controlled” have meanings correlative to
the foregoing.



     “Conversion Shares” means any Ordinary Shares of the Company issuable upon conversion of the
Series A Preferred Shares.



     “Covered Persons” shall have the meaning set forth in the Company’s Memorandum and Articles.



     “Eastern Well” has the meaning ascribed to it in the Preamble hereof.



     “Equity Securities” means any Ordinary Shares and/or Ordinary Share Equivalents



 









 





of the Company.


     “ESOP” means the Company’s performance incentive plan, pursuant to which the Company may
grant Equity Securities to the employees, officers, directors, advisors or consultants of the
Company Group to subscribe for up to 500,000 Ordinary Shares, to be approved and adopted by the
Board after the date hereof and in form acceptable to the Investor.



     “Exercising Holder” has the meaning ascribed to it in Section 7.3 hereof.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



     “Form F-3” means Form F-3 promulgated by the Commission under the Securities Act or any
successor form or substantially similar form then in effect.



     “Form S-3” means Form S-3 promulgated by the Commission under the Securities Act or any
successor form or substantially similar form then in effect.



     “Founder” has the meaning ascribed to it in the Preamble hereof.



     “Governmental Authority” means any nation or government or any province or state or any other
political subdivision thereof; any entity, authority or body exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government, including without
limitation any government authority, agency, department, board, commission or instrumentality of
the PRC, Hong Kong or the Cayman Islands or any political subdivision thereof, any court, tribunal
or arbitrator, and any self-regulatory organization.



     “HKIAC” has the meaning ascribed to it in Section 11.2 hereof.



     “Hong Kong” means the Hong Kong Special Administrative Region of the PRC.



     “Holders” means the holders of Registrable Securities who are parties to this Agreement from
time to time, and their permitted transferees that become parties to this Agreement from time to
time.



     “IFRS” means the International Financial Reporting Standards promulgated by the
International Accounting Standards Board (“IASB”) (which includes standards and interpretations
approved by the IASB and International Accounting Principles issued under previous
constitutions), together with its pronouncements thereon from time to time, and applied on a
consistent basis.



     “Initiating Holders” means, with respect to a request duly made under Section 2.1 or Section
2.2 to Register any Registrable Securities, the Holders initiating such request.



     “Investor” has the meaning ascribed to it in the Preamble hereof.



     “Jiangxi Nobao” has the meaning ascribed to it in the Preamble hereof.



     “IPO” means the first firmly underwritten registered public offering by the Company of its
Ordinary Shares pursuant to a Registration Statement that is filed with and declared effective by
either the Commission under the Securities Act or another Governmental



 









 




Authority for a Registration in a jurisdiction other than the United States.




     “Issuance Notice” has the meaning ascribed to it in Section 7.2.



     “Law” means any constitutional provision, statute or other law, rule, regulation, official
policy or interpretation of any Governmental Authority and any injunction, judgment, order,
ruling, assessment or writ issued by any Governmental Authority.



     “Liquidation Event” means (i) any liquidation, winding-up, or dissolution of the Company, (ii)
any consolidation, amalgamation, share acquisition or merger of the Company with or into any
Person, or any other corporate reorganization, including a sale or acquisition of Equity Securities
of the Company, in which the members of the Company immediately before such transaction own less
than fifty percent (50%) of the Company’s voting power immediately after such transaction
(excluding any transaction effected solely for tax purposes or to change the Company’s domicile);
(iii) a sale of all or substantially all of the assets of the Company; or (iv) the exclusive
licensing of all or substantially all of the Company’s intellectual property to a third party
(excluding any transaction effected solely for the Company’s internal restructuring).



     “Management Director” has the meaning ascribed to it in Section 9.1(a).



     “Memorandum and Articles” means the Company’s Memorandum and Articles of Association, as
amended and restated from time to time.



     “New Securities” means, subject to the terms of Section 7 hereof, any newly issued Equity
Securities of the Company, except for (i) up to 500,000 Ordinary Shares issued pursuant to the
ESOP or any Ordinary Shares Equivalent issued to the employees, consultants, officers or directors
of the Company Group pursuant to other share option, share purchase or share bonus plan, agreement
or arrangement to be approved by the Compensation Committee from time to time; (ii) securities
issued upon conversion of the Series A Preferred Shares or exercise of any outstanding warrants or
options; (iii) securities issued in connection with a bona fide acquisition of another business;
(iv) securities issued pursuant to the Share Exchange Agreement, as such agreement may be amended
or modified from time to time; (v) securities issued in a Qualified IPO; (vi) securities issued in
connection with any share split, share dividend, combination, recapitalization or similar
transaction of the Company; (vii) Ordinary Shares issued or issuable pursuant to equipment lease
financings or bank credit arrangements approved by the Board; or (viii) any other issuance of
Equity Securities whereby the Investor gives a written waiver of their rights under Section 7
hereof at the Investor’s sole discretion.



     “Non-Exercising Holder” has the meaning ascribed to it in Section 7.3 hereof.



     “Ordinary Shares” means the Ordinary Shares, par value US$0,001, of the Company.



     “Ordinary Share Equivalents” means warrants, options and rights exercisable for Ordinary
Shares or securities convertible into or exchangeable for Ordinary Shares, including, without
limitation, the Series A Preferred Shares.



     “Other Ordinary Holder” has the meaning ascribed to it in the Preamble hereof.



     “Party” has the meaning ascribed to it in the Preamble hereof.



 









 





     “Person” means any individual, corporation, partnership, limited partnership,
proprietorship, association, limited liability company, firm, trust, estate or other enterprise
or entity.



     “PFIC” has the meaning ascribed to it in Section 8.3 hereof.



     “PRC” means the People’s Republic of China, but solely for the purposes of this Agreement,
excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and
Taiwan.



     “PRC Companies” means Shanghai Nuoxin and Jiangxi Nobao.



     “QEF Election” has the meaning ascribed to it in Section 8.3 hereof.



     “Qualified IPO” means the IPO approved by the Board of Directors (including the approval of
the Series A Director) with gross proceeds to the Company of at least US$20,000,000 (prior to any
underwriters’ commissions and expenses) (or any cash proceeds of other currency of equivalent
value) that reflects a market valuation of the Company of not less than US$200,000,000.



     “Registrable Securities” means (i) the Ordinary Shares issuable or issued upon conversion of
the Series A Preferred Shares, (ii) any Ordinary Shares owned or hereafter acquired by the Investor
and (iii) any Ordinary Shares of the Company issued as a dividend or other distribution with
respect to, in exchange for, or in replacement of, the shares referenced in (i) and (ii) herein,
excluding in all cases, however, any of the foregoing sold by a Person in a transaction other than
an assignment pursuant to Section 10. For purposes of this Agreement, (i) Registrable Securities
shall cease to be Registrable Securities when a Registration Statement covering such Registrable
Securities has been declared effective under the Securities Act by the Commission whether or not
such Registrable Securities have been disposed of pursuant to such effective Registration Statement
and (ii) the Registrable Securities of a Holder shall not be deemed to be Registrable Securities at
any time when the entire amount of such Registrable Securities proposed to be sold by such Holder
in a single sale are or, in the opinion of counsel satisfactory to the Company and such Holder,
each in their reasonable judgment, may be, so distributed to the public pursuant to Rule 144 (or
any successor provision then in effect) under the Securities Act in any three (3) month period or
any such Registrable Securities have been sold in a sale made pursuant to Rule 144 of the
Securities Act.



     “Registration” means a registration effected by preparing and filing a Registration
Statement and the declaration or ordering of the effectiveness of that Registration Statement;
and the terms “Register” and “Registered” have meanings concomitant with the foregoing.



     “Registration Statement” means a registration statement prepared on Form F-l, F-2, F-3, S-l,
S-2 or S-3 under the Securities Act (including, without limitation, Rule 415 under the Securities
Act), or on any comparable form in connection with registration in a jurisdiction other than the
United States.



     “Remaining Securities” has the meaning ascribed to it in Section 7.3 hereof.



     “Securities Act” means the United States Securities Act of 1933, as amended.



     “Selling Expenses” means all underwriting discounts and selling commissions



 









 




applicable to the sale of Registrable Securities pursuant to this Agreement.




     “Senior Managers” means, with respect to the Company and each member of the Company Group, the
chief executive officer, the chief financial officer, the chief technology officer, the president,
the general manager or any other manager with the title of “vice-president” or higher, or any other
employee with responsibilities similar to any of the foregoing, of such entity.



     “Series A Director” has the meaning ascribed to it in Section 9.1(a) hereof.



     “Series A Holder” has the meaning ascribed to it in Section 7.1 hereof.



     “Series A Preferred Shares” means any and all of the Company’s Series A Preferred Shares, par
value US$0.001 per share, with the rights and privileges as set forth in the Memorandum and
Articles.



     “Shanghai Nuoxin” has the meaning ascribed to it in the Preamble hereof.



     “Share Exchange Agreement” has the meaning ascribed to it in the Recitals hereof.



     “Subsidiary” or “Subsidiaries” means, with respect to any specified Person, any Person of
which the specified Person, directly or indirectly, owns more than fifty percent (50%) of the
issued and outstanding authorized capital, share capital, voting interests or registered capital.



     “Violation” has the meaning ascribed to it in Section 5.1 hereof.



     Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.



 









 





EXHIBIT A




[Must be signed by an authorized representative of the Company]



PFIC ANNUAL INFORMATION STATEMENT



     PFIC Annual Information Statement pursuant to U.S. Treasury Regulation § 1.1295-l(g).



     ________________________ (the “Company”) hereby represents that:



     1. This PFIC Annual Information Statement
applies to the Company’s taxable year beginning on __________ and ending on ____________.



     2. The pro rata shares of the Company’s ordinary earnings and net capital gain attributable
to the U.S. Shareholder (directly or indirectly through any other entity that holds the investment
in the Company) for the taxable year specified in paragraph (1) are:



	 	 	 	 
	Ordinary Earnings:

	 	$_________	 






	 	 	 	 
	Net Capital Gain:

	 	$___________	 






     3. The amount of cash and the fair market value of other property distributed or deemed
distributed by the Company to the U.S. Shareholder during the taxable year specified in paragraph
(1) are as follows:



	 	 	 	 
	Cash:

	 	$______________________________	 





	 	 	 	 
	Fair Market Value of Property:

	 	$___________	 






     4. The Company will permit the U.S. Shareholder to inspect the Company’s permanent books of
account, records, and such other documents as may be maintained by the Company that are necessary
to establish that the Company’s ordinary earnings and net capital gain are computed in accordance
with U.S. Federal income tax principles, and to verify these amounts and the U.S. Shareholders
direct or indirect pro rata shares thereof; provided, that (i) a Company representative
shall, at the Company’s option, accompany the Investor on any such inspection, and (ii) the
Company shall not be required to permit such inspection if such inspection would violate
applicable laws, regulations or policies of the PRC.



	 	 	 	 	 
	 	 	 
	By:  	
 	 	 
	 	Title:  	 	 
	 	Date: