EX-10.1







Exhibit 10.1




SERIES A PREFERRED SHARE PURCHASE AGREEMENT



THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of
April 12, 2006 by and among China Linong International Limited, a BVI business company
organized under the BVI Business Companies Act, 2004 (the
“Company”), Land V. Group Limited, an
international business company organized under the laws of the British Virgin Islands (the “BVI
Subsidiary”), Land V. Limited, a company limited by shares established under the laws
of Hong Kong of PRC (the “HK Subsidiary”), each of the companies listed on Exhibit A
hereto, each a wholly foreign owned enterprise organized under the laws of PRC (collectively, the
“PRC Subsidiaries” and each, a “PRC Subsidiary”; and collectively with the BVI Subsidiary and the
HK Subsidiary, the “Subsidiaries”), each of the individuals listed on Exhibit B hereto
(collectively, the “Founders” and each, a “Founder”), and each of the persons listed on Exhibit
C hereto (collectively, the “Investors” and each, an “Investor”).



RECITALS:




     A. The Company owns and controls the businesses of the Subsidiaries;



     B. The Company desires to issue and sell to the Investors and the Investors desire to purchase
from the Company 215.06 Series A preferred shares, par value US$1.00 per share, of the Company (the
“Series A Shares”) on the terms and conditions set forth in this Agreement;



     C. The BVI Subsidiary was established on March 24, 2005 under the International Business
Companies Act of the British Virgin Islands with its registered address at P. O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands;



     D. The HK Subsidiary was established on October 31, 2001 under the laws of Hong Kong with its
registered address at Rooms A and B, 14/F, Chang Pao Ching Building, No. 427-429, Hennessy Road,
Hong Kong;



     E. The Company owns 100% of the equity interest in the BVI Subsidiary; the BVI Subsidiary owns
100% of the equity interest in HK Subsidiary; and the HK Subsidiary further owns 100% of the equity
interest in each of the PRC Subsidiaries except for Land V. Limited (Fujian) which is directly and
solely owned by the BVI Subsidiary;



     F. Land V. Limited (Fujian) is a wholly foreign owned enterprise established on July 23, 2004
under the laws of the PRC with its registered address at No. 17, Baima North Road, Gulou District,
Fuzhou, PRC;



     G. Land V. Limited (Shenzhen) is a wholly foreign owned enterprise established on April 23,
2004 under the laws of the PRC with its registered address at Building 125, Guo Wei Industrial
Factory, Shensha Road, Luohu District, Shenzhen, PRC;



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     H. LandV Limited (Hangzhou) is a wholly foreign owned enterprise established on September 28,
2004 under the laws of the PRC with its registered address at Farm No. 6, Yangsi Farmland, Jianggan
District, Hangzhou, Zhejiang Province, PRC;



     I. LandV Limited (Tianjin) is a wholly foreign owned enterprise established on May 16, 2005
under the laws of the PRC with its registered address at Suo Cao Dian Village North (within Liang
Zhong Chang of Baodi District, Tianjin), Lin Ting Kou, Baodi District, Tianjin, PRC;



     J. Land V. Limited (Weifang) is a wholly foreign owned enterprise established on March 22,
2005 under the laws of the PRC with its registered address at Guanwang Industrial Park, Anqiu,
Shandong, PRC;



     K. Land V. Limited (Liaoyang) is a wholly foreign owned enterprise established on July 7, 2004
under the laws of the PRC with its registered address at Shao Er Tai Village, Gucheng Street,
Dengta Town, Liaoning Province, PRC; and



     L. The Subsidiaries are all engaged in the business of the production, sale and trading of
agricultural and food products and related activities (“Principal Business”).



AGREEMENT




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



     1. AGREEMENT TO PURCHASE AND SELL SHARES



          1.1. Authorization. As of the Closing (as defined below), the Company will have
authorized the issuance, pursuant to the terms and conditions of this Agreement, of 215.06 Series A
Shares (as defined below) having the rights, preferences, privileges and restrictions as set forth
in the Amended and Restated Memorandum and Articles of Association of the Company attached hereto
as Exhibit D (the “Restated Articles”).



          1.2. Agreement to Purchase and Sell. Subject to the terms and conditions hereof, the
Company hereby agrees to issue and sell to each Investor, and such Investor hereby agrees to
purchase from the Company, on the date of the Closing, that number of Series A Shares set forth
opposite its name on Exhibit C at a price of US$18,599.50 per share (the “Purchase Price”),
amounting to an aggregate purchase price of US$4,000,008.47. The Series A Shares to be purchased
and sold pursuant to this Agreement will be collectively hereinafter referred to as the “Purchased
Shares” and the ordinary shares of the Company issuable upon conversion of the Purchased Shares
will be collectively hereinafter referred to as the “Conversion Shares”. The Purchase Price shall
be paid by wire transfer of funds to a designated account of the Company, provided that
wire transfer instructions are delivered to the Investors at least seven (7) business days prior to
the Closing.



     2. CLOSINGS; DELIVERY



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          2.1. Closing. Subject to the fulfillment of the conditions to closing as set forth in
Section 6, the sale of the Purchased Shares shall be held at the offices of Hogan & Hartson LLP in
Hong Kong, China, at 10:00 a.m. (Hong Kong time) on April 25, 2006, or at such other time and place
as Company and the Investors may mutually agree upon (the
“Closing”).



          2.2. Delivery. At the Closing, the Company will deliver to each Investor, in addition
to any items the delivery of which is made an express closing condition pursuant to Sections 6, a
certificate representing the number of Series A Shares opposite the name of such Investor in
Exhibit C against payment of the purchase price therefor.



     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS



          The Company, the Subsidiaries and each Founder, jointly and severally, hereby represent and
warrant to each Investor, except as set forth in the Disclosure Schedule (the “Disclosure
Schedule”) attached to this Agreement as Exhibit E (which Disclosure Schedule shall be
deemed to be representations and warranties to such Investor), as of the date hereof and the date
of the Closing hereunder, as follows. In this Agreement, any reference to a party’s “knowledge”
means such party’s actual knowledge after due and diligent inquiries of officers, directors and
other employees of such party reasonably believed to have knowledge of the matter in question;
“Group Companies” means the Company and the Subsidiaries (each a “Group Company”).



          3.1. Organization, Standing and Qualification. Each Group Company is duly organized,
validly existing and in good standing (or equivalent status in the relevant jurisdiction) under,
and by virtue of, the laws of the place of its incorporation or establishment and has all requisite
power and authority to own its properties and assets and to carry on its business as now conducted
and as proposed to be conducted, and to perform each of its obligations hereunder and under any
agreement contemplated hereunder to which it is a party. Each Group Company is qualified to do
business and is in good standing (or equivalent status in the relevant jurisdiction) in each
jurisdiction where failure to be so qualified would have a material adverse effect on the condition
(financial or otherwise), assets relating to, or results of operation of or business (as presently
conducted and proposed to be conducted) of the Group Companies, taken as whole, or of the Major
Subsidiaries (as defined below), taken as a whole (a “Material Adverse Effect”). For the purpose of
this Agreement, a “Major Subsidiary” shall mean any subsidiary of the Company (i) whose net asset
value exceeds 25% of the net asset value of the Company on a consolidated basis, or (ii) whose net
profit after tax accounts for more than 25% of the net profit after tax of the Company on a
consolidated basis, in either case, to be determined by reference to the then latest audited
financial statements of such subsidiary and the Company.



          3.2. Capitalization. Immediately prior to the Closing, the authorized share capital of
the Company consists of the following:



               (a) Ordinary Shares. A total of 50,000 authorized ordinary shares, par value US$1.00
per share, of the Company (the “Ordinary Shares”), of which 1,050 shares are issued and
outstanding.



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               (b) Preferred Shares. A total of 215.06 authorized Preferred Shares, all of which are
designated as Series A preferred shares, par value US$1.00 per
share (the “Series A
Shares”), none of which are issued and outstanding immediately prior to the Closing.



               (c) Options, Warrants, Reserved Shares. Except for (i) the conversion privileges of
the Purchased Shares to be issued at the Closing, (ii) the preemptive rights provided in the
Shareholders Agreement to be entered into at the Closing and attached hereto as Exhibit F
(the “Shareholders Agreement”), (iii) up to 66.58 Ordinary Shares (and options and warrants
therefor) reserved for issuance to employees pursuant to the employee equity incentive plans
approved by the Investors, and (iv) as contemplated hereby, there are no options, warrants,
conversion privileges or other rights, or agreements with respect to the issuance thereof,
presently outstanding to purchase any of the shares of the Company. Apart from the exceptions noted
in this Section 3.2 and the Shareholders Agreement, no shares (including the Purchased Shares and
the Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise
or exchange of any outstanding options or other shares issuable by the Company, are subject to any
preemptive rights, rights of first refusal or other rights to purchase such shares (whether in
favor of the Company or any other person).



               (d) Outstanding Security Holders. A complete and current list of all outstanding
shareholders, option holders and other security holders of the Company as of the date hereof is set
forth in Section 3.2(d) of the Disclosure Schedule, indicating the type and number of
shares, options or other securities held by each such shareholder, option holder or other security
holder.



          3.3.
Subsidiaries; Group Structure. Except for the Subsidiaries, 100% of the equity
interest of which is, directly or indirectly, owned by the Company, the Company does not presently
own or control, directly or indirectly, any interest in any other corporation, partnership, trust,
joint venture, association, or other entity. The PRC Subsidiaries do not have any subsidiaries, do
not own or control, directly or indirectly, any interest in any other corporation, partnership,
trust, joint venture, association or other entity.



          3.4. Due Authorization. All corporate action on the part of the Company, each
Subsidiary and each Founder and, as applicable, their respective officers, directors and
shareholders necessary for (i) the authorization, execution and delivery of, and the performance of
all obligations of the Company, each Subsidiary and each Founder under this Agreement, the
Shareholders Agreement and any other agreements to which it is a party and the execution of which
is contemplated hereunder (the “Ancillary Agreements”), and (ii) the authorization, issuance,
reservation for issuance and delivery of all of the Purchased Shares being sold under this
Agreement and of the Ordinary Shares issuable upon conversion of such Series A Shares has been
taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement and
the Ancillary Agreements is a valid and binding obligation of the Company, each Subsidiary and each
Founder enforceable in accordance with its terms, subject, as to enforcement of remedies, to
applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’
rights generally and to general equitable principles.



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          3.5. Valid Issuance of Purchased Shares.



               (a) The Purchased Shares, when issued, sold and delivered in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and nonassessable.



               (b) The
outstanding capital shares of the Company are duly and validly issued, fully paid and
nonassessable, and all outstanding shares, options, warrants and other securities of the Company
have been issued in full compliance with the requirements of all applicable securities laws and
regulations.



          3.6. Liabilities. No Group Company has any indebtedness for borrowed money that it has
directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the
Group Company has otherwise become directly or indirectly liable.



          3.7. Title to Properties and Assets. Each Group Company has good and marketable title
to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance,
security interest or charge of any kind. With respect to the property and assets it leases, each
Group Company is in compliance in all material respects with such leases and, to its and each
Founder’s knowledge, such Group Company holds valid leasehold interests in such assets free of any
liens, encumbrances, security interests or claims of any party other than the lessors of such
property and assets.



          3.8. Status of Proprietary Assets. For purpose of this Agreement, (i) “Proprietary
Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain
names, copyrights, copyright registrations and applications and all other rights corresponding
thereto, inventions, databases and all rights therein, all computer software including all source
code, object code, firmware, development tools, files, records and data, including all media on
which any of the foregoing is stored, formulas, designs, trade secrets, confidential and
proprietary information, proprietary rights, know-how and processes of a company, and all
documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means
all Proprietary Assets of any Group Company, wherever located, that is the subject of an
application, certificate, filing, registration or other document issued by, filed with or recorded
by any government authority. Each Group Company (i) has independently developed and owns free and
clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or
license to use all Proprietary Assets, including Registered Intellectual Property, necessary and
appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge
of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the
rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of
Proprietary Assets, including all Registered Intellectual Property but excluding know-how, of each
Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted
by any Group Company or any other party relating to any Group Company’s Proprietary Assets, nor is
any Group Company bound by or a party to any options, licenses, agreements or rights of any kind
with respect to the Proprietary Assets of any other person or entity, except, in either case, for
standard end-user agreements with respect to commercially readily available intellectual property
such as “off the shelf” computer software. No Group Company nor Founder has



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received any communications alleging that it has violated or, by conducting its business as
proposed, would violate any Proprietary Assets of any other person or entity, nor, to the knowledge
of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of
the Founders nor, to the knowledge of the Company, each Founder and each Subsidiary, any of the
current or former officers, employees or consultants of any Group Company (at the time of their
employment or engagement by a Group Company) has been or is obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would interfere with the use of his,
her or its best efforts to promote the interests of such Group Company or that would conflict with
the business of such Group Company as proposed to be conducted or that would prevent such officers,
employees or consultants from assigning to such Group Company inventions conceived or reduced to
practice in connection with services rendered to such Group Company. Neither the execution nor
delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the
carrying on of the business of any Group Company by its employees, nor the conduct of the business
of any Group Company as proposed, will, to the knowledge of the Company, each Subsidiary and each
Founder, conflict with or result in, in any material respect, a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or instrument under which any
of such employees is now obligated, including without limitation any non-compete, invention
assignment or confidentiality obligations under any agreement between any Founder and any former
employer of such Founder. Each Group Company and Founder believes that it will not be necessary to
utilize any inventions of any of the Group Companies’ employees (or people the Group Companies
currently intend to hire) made prior to or outside the scope of their employment by the relevant
Group Company. No government funding, facilities of any educational institution or research center
or funding from third parties has been used in the development of any Proprietary Assets of any
Group Company.




          3.9. Material Contracts and Obligations. All agreements, contracts, leases, licenses,
instruments, commitments (oral or written), indebtedness, liabilities and other obligations to
which each Group Company is a party or by which it is bound that (i) are material to the conduct
and operations of its business and properties, (ii) involve any of the officers, consultants,
directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to
share, license or develop any product or technology are listed in Section 3.9 of the Disclosure
Schedule and have been made available for inspection by the Investors and their counsel. For
purposes of this Section 3.9, “material” shall mean (i) having an aggregate value, cost or
amount, or imposing liability or contingent liability on any Group Company, in excess of (x)
HK$3,000,000 in case of any item of capital expenditure in connection with constructing and
equipping any production base or (y) HK$400,000 in any other cases, (ii) containing exclusivity,
non-competition, or similar clauses that impair, restrict or impose conditions on any Group
Company’s right to offer or sell products or services in specified areas, during specified periods,
or otherwise, (iii) not in the ordinary course of business, (iv) transferring or licensing any
Proprietary Assets to or from any Group Company (other than licenses granted in the ordinary course
of business or licenses from commercially readily available “off the shelf” computer software) or
(v) an agreement the termination of which would be reasonably likely to have a Material Adverse
Effect.



          3.10. Litigation. There is no action, suit, proceeding, claim, arbitration or
investigation (“Action”) pending (or, to the knowledge of the Company, each Subsidiary and



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each Founder, currently threatened) against any of the Group Companies, any Group Company’s
activities, properties or assets or, to the Company’s, each Subsidiary and Founder’s knowledge,
against any officer, director or employee of each Group Company in connection with such officer’s,
director’s or employee’s relationship with, or actions taken on behalf of the Company, or
otherwise. To the knowledge of the Company, each Subsidiary and each Founder, there, is no factual
or legal basis for any such Action that is likely to result, individually or in the aggregate, in
any material adverse change in the business, properties, assets, financial condition, affairs or
prospects of any Group Company. By way of example, but not by way of limitation, there are no
Actions pending against any of the Group Companies or, to the knowledge of the Company, each
Subsidiary and each Founder, threatened against any of the Group Companies, relating to the use by
any employee of any Group Company of any information, technology or techniques allegedly
proprietary to any of their former employers, clients or other parties. None of the Group Companies
is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality and there is no Action by any Group Company
currently pending or which it intends to initiate.




          3.11. Compliance with Laws; Consents and Permits. None of the Group Companies is in
violation of any applicable statute, rule, regulation, order or restriction of any domestic or
foreign government or any instrumentality or agency thereof in all material respects in respect of
the conduct of its business or the ownership of its properties. All consents, permits, approvals,
orders, authorizations or registrations, qualifications, designations, declarations or filings by
or with any governmental authority and any third party which are required to be obtained or made by
each Group Company and each Founder in connection with the consummation of the transactions
contemplated hereunder shall have been obtained or made prior to and be effective as of the
Closing. Based in part on the representations of each of the Investors set forth in Section 4
below, the offer, sale and issuance of the Purchased Shares in conformity with the terms of this
Agreement are exempt from the registration and prospectus delivery requirements of the United
States Securities Act of 1933, as amended (the “Act”), and each other analogous provision of
applicable securities law. Each Group Company has all franchises, permits, licenses and any similar
authority necessary for the conduct of its business as currently conducted and as proposed to be
conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None
of the Group Companies is in default in any material respect under any of such franchises, permits,
licenses or other similar authority.



          3.12. Compliance with Other Instruments and Agreements. None of the Group Companies is
in, nor shall the conduct of its business as currently or proposed to be conducted result in,
violation, breach or default in any material respect of any term of
its constitutional
documents of the respective Group Company (the “Constitutional Documents”), or any term or
provision of any mortgage, indenture, contract, agreement or instrument to which the Group Company
is a party or by which it may be bound, (the “Group Company Contracts”) or of any provision of any
judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group
Company. None of the activities, agreements, commitments or rights of any Group Company is ultra
vires or unauthorized. The execution, delivery and performance of and compliance with this
Agreement, the Shareholders Agreement and any Ancillary Agreement and the consummation of the
transactions contemplated hereby and thereby will not, to the knowledge of the Company,



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each Subsidiary and each Founder, result in any such violation, breach or default, or be in
conflict with or constitute, with or without the passage of time or the giving of notice or both,
either a default under any Group Company’s Constitutional Documents or any Group Company Contract,
or a violation of any statutes, laws, regulations or orders, or an event which results in the
creation of any lien, charge or encumbrance upon any asset of any Group Company.




          3.13. Disclosure. Each of the Group Companies and each Founder has provided each
Investor with all the information that such Investor has reasonably requested for deciding whether
to purchase the Purchased Shares and all information that each of the Group Companies and the
Founders believes is reasonably necessary to enable such Investor to make such decision. No
representation or warranty by the Company, the Subsidiaries or any Founder in this Agreement and
no information or materials provided by the Group Companies or any Founder to each Investor in
connection with the negotiation or execution of this Agreement or any agreement contemplated hereby
contains or will contain any untrue statement of a material fact, or omits or will omit to state
any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances in which they are made, not misleading.



          3.14. Registration Rights. Except as provided in the Shareholders Agreement, neither
the Company, any Founder, nor any other Group Company has granted or agreed to grant any person or
entity any registration rights (including piggyback registration rights) with respect to, nor is
the Company obliged to list, any of the Company’s shares (or the Subsidiaries’ shares) on any
securities exchange. Except as contemplated under this Agreement and the Shareholders Agreement,
there are no voting or similar agreements which relate to equity interests in the Company or the
Subsidiaries.



          3.15. Insurance. Each Group Company has obtained the insurance coverage of the same
types and at the same coverage levels as other similarly situated companies.



          3.16. Financial Statements. Each of the Company, the Subsidiaries and the Founders
hereby represents and warrants that prior to the Closing, the Company shall have delivered to the
Investors (i) consolidated unaudited management accounts for the Group Companies as of December 31,
2005 and (ii) additionally and separately, consolidated unaudited management accounts for the PRC
Subsidiaries as of December 31, 2005 (the foregoing management accounts and any notes thereto are
hereinafter referred to as the “Financial Statements” and December 31, 2005, the “Balance Sheet
Date”). Such Financial Statements, to the knowledge of the Company, each Subsidiary and each
Founder, (a) are in accordance with the books and records of the applicable Group Company and (b)
are true, correct and complete and present fairly the financial condition of such Group Company at
the date or dates therein indicated and the results of operations for the period or periods therein
specified, and the consolidated unaudited management accounts for the PRC Subsidiaries have been
prepared in accordance with PRC generally accepted accounting principles (“PRC GAAP”) applied on a
consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the
Financial Statements disclose all of the respective Group Company’s material debts, liabilities and
obligations of any nature, whether due or to become due, as of their respective dates (including,
without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the
extent such debts, liabilities and obligations are



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required to be disclosed in accordance with the PRC GAAP. Each Group Company has good and
marketable title to all assets set forth on the balance sheets of the respective Financial
Statements, except for such assets as have been spent, sold or transferred in the ordinary course
of business since their respective dates. Except as disclosed in the Financial Statements, none of
the Group Companies or any Founder is a guarantor or indemnitor of any indebtedness of any other
person or entity. Each Group Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with generally accepted accounting
principles.




          3.17. Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect
to any Group Company, there has not been:



               (a) any change in the assets, liabilities, financial condition or operating results of such
Group Company from that reflected in the Financial Statements, except changes in the ordinary
course of business that have not been, in the aggregate, materially adverse;



               (b) any material change in the contingent obligations of such Group Company by way of
guarantee, endorsement, indemnity, warranty or otherwise;



               (c) any damage, destruction or loss, whether or not covered by insurance, materially and
adversely affecting the assets, properties, financial condition, operating results, prospects or
business of such Group Company (as presently conducted and as presently proposed to be conducted);



               (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt;



               (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any
obligation by such Group Company, except such satisfaction, discharge or payment made in the
ordinary course of business that is not material to the assets, properties, financial condition,
operating results or business of such Group Company;



               (f) any material change or amendment to a material contract or arrangement by which such Group
Company or any of its assets or properties is bound or subject, except for changes or amendments
which are expressly provided for or disclosed in this Agreement;



               (g) any material change in any compensation arrangement or agreement with any present or
prospective employee, contractor or director;



               (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible
assets of such Group Company;



               (i) any resignation or termination of any key officer or employee of such Group Company,
including any Founder;



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               (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group
Company or any Founder, with respect to any of such Group Company’s properties or assets, except
liens for taxes not yet due or payable;



               (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company
or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved
by the Investors in writing;



               (l) any declaration, setting aside or payment or other distribution in respect of any of such
Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition
of any of such share capital by such Group Company;



               (m) any failure to conduct business in the ordinary course, consistent with such Group
Company’s past practices;



               (n) any material transactions with any of its officers, directors or employees, or any members
of their immediate families, or any entity controlled by any of such individuals other than in the
ordinary course of business of such Group Company;



               (o) any other event or condition of any character which could reasonably be expected to have a
Material Adverse Effect; or



               (p) any agreement or commitment by such Group Company or any Founder to do any of the things
described in this Section 3.17.



          3.18. Tax Matters. The provisions for taxes in the respective Financial Statements are
sufficient for the payment of all accrued and unpaid applicable taxes of the covered Group Company,
whether or not assessed or disputed as of the date of each such balance sheet. There have been no
examinations or audits of any tax returns or reports by any applicable governmental agency. Each
Group Company has duly filed all tax returns required to have been filed by it and paid all taxes
shown to be due on such returns. Each Group Company is not subject to any waivers of applicable
statutes of limitations with respect to taxes for any year. Since Balance Sheet Date, none of the
Group Companies has incurred any taxes, assessments or governmental charges other than in the
ordinary course of business and each Group Company has made adequate provisions on its books of
account for all taxes, assessments and governmental charges with respect to its business,
properties and operations for such period.



          3.19. Interested Party Transactions. No Founder nor any officer or director of a Group
Company or any “Affiliate” or “Associate” (as those terms are defined in Rule 405 promulgated under
the Act) of any such person has any agreement (whether oral or written), understanding, proposed
transaction with, or is indebted to, any Group Company, nor is any Group Company indebted (or
committed to make loans or extend or guarantee credit) to any of such, persons (other than for
accrued salaries, reimbursable expenses or other standard employee benefits). No officer or
director of a Group Company has any direct or indirect ownership interest in any firm or
corporation with which a Group Company or Founder is affiliated or with which a Group Company or
Founder has a business relationship, or any firm or corporation that competes with a Group Company.
No Founder nor any



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Affiliate or Associate of any officer or director of a Group Company is directly or indirectly
interested in any material contract with a Group Company. No Founder nor any officer or director of
a Group Company or any Affiliate or Associate of any such person has had, either directly or
indirectly, a material interest in: (a) any person or entity which purchases from or sells,
licenses or furnishes to a Group Company any goods, property, intellectual or other property rights
or services; or (b) any contract or agreement to which a Group Company or any Founder is a party or
by which it may be bound or affected. There is no agreement between any Founder and any other
shareholder with respect to the ownership or control of any Group Company.




          3.20. Employee Matters. Each of the Group Companies has complied in all material
aspects with all applicable employment and labor laws. None of the Group Companies is aware that
any officer or key employee intends to terminate their employment with any Group Company, nor does
any Group Company have a present intention to terminate the employment of any officer or key
employee. None of the Group Companies is a party to or bound by any currently effective employment
contract, incentive plan, profit sharing plan, retirement agreement or other employee compensation
agreement with any senior management personnel other than those set forth in the Disclosure
Schedule. None of the Founders nor, to the knowledge of the Company, each Subsidiary and each
Founder, any key employees of any Group Company are obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would materially interfere with such
Founder or employee’s ability to promote the interest of any Group Company or that would conflict
with any Group Company’s business as proposed to be conducted. Neither the execution nor delivery
of this Agreement, the Shareholders Agreement and the Ancillary Agreements, nor the carrying on of
the Company’s business by the employees of the Company, nor the conduct of any Group Company’s
business as now conducted and as presently proposed to be conducted, will conflict with or result
in a breach of the terms, conditions, or provisions of, or constitute a default under, any
contract, covenant or instrument under which any such employee is now obligated. Specifically, but
not by way of limitation, the Company and Mr. Ma Shing Yung warrant and represent to the Investors
that Mr. Ma Shing Yung’s position with any Group Company, whether as a shareholder, a director,
consultant or an employee, will not violate any of Mr. Ma Shing Yung’s obligations under his
previous employment agreement or other agreements with Chaoda Modern Agriculture (Holdings) Limited.



          3.21. Exempt Offering. The offer and sale of the Purchased Shares under this Agreement
are exempt from the registration or qualification requirements of all applicable securities laws
and regulations, and the issuance of Ordinary Shares upon conversion of the Purchased Shares in
accordance with the Company’s Restated Articles, will be exempt from such registration or
qualification requirements.



          3.22. No Other Business. The Company was formed solely to form and hold, directly or
indirectly, an equity interest in each of the Subsidiaries and since its formation has not engaged
in any business and has not incurred any liability in the course of forming and holding its equity
interest in the BVI Subsidiary, the HK Subsidiary and Land V. Limited (Fujian). The Subsidiaries
are engaged solely in the Principal Business and have no other activities.



11









 





          3.23. Minute Books. The minute books of each Group Company which have been made
available to the Investors contain a complete summary of all meetings and major actions taken by
directors and shareholders or owners of such Group Company since its time of formation, and reflect
all transactions referred to in such minutes accurately in all material respects.



          3.24. Financial Advisor Fees. There exists no agreement or understanding between any
Group Company or any of its affiliates and any investment bank or other financial advisor under
which such Group Company may owe any brokerage, placement or other fees relating to the offer or
sale of the Purchased Shares.



          3.25. Other Representations and Warranties Relating to the PRC Subsidiaries.



               (a) The constitutional documents and certificates and related contracts and agreements of each
of the PRC Subsidiaries are valid and have been duly approved or issued (as applicable) by the
competent PRC authorities.



               (b) All consents, approvals, authorizations or licenses required under PRC law for the due and
proper establishment and operation of each of the PRC Subsidiaries have been duly obtained from the
relevant PRC authorities and are in full force and effect.



               (c) All filings and registrations with the PRC authorities required in respect of each of the
PRC Subsidiaries and its operations, including but not limited to the registrations with the
Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration
for Foreign Exchange, tax bureau and customs authorities have been duly completed in accordance
with the relevant rules and regulations.



       
        (d) The registered capital of each of the PRC Subsidiaries is fully paid up. The HK Subsidiary
legally and beneficially owns 100% of the equity interest in each PRC Subsidiary (except for Land
V. Limited (Fujian), which is directly owned by the BVI Subsidiary). There are no outstanding
rights, or commitments made by any of the PRC Subsidiaries to sell any of its equity interest.



               (e) None of the PRC Subsidiaries is in receipt of any letter or notice from any relevant
authority notifying revocation of any permits or licenses issued to it for noncompliance or the
need for compliance or remedial actions in respect of the activities carried out directly or
indirectly by it.



               (f) Each of the PRC Subsidiaries has been conducting and will conduct its business activities
within the permitted scope of business or is otherwise operating its business in compliance in all
material respects with all relevant legal requirements and with all requisite licenses, permits and
approvals granted by competent PRC authorities.




12











 





               (g) In respect of approvals, licenses or permits requisite for the conduct of any part
of the business of each of the PRC Subsidiaries which are subject to periodic renewal, neither the
Company or the Subsidiaries, nor any Founder has any reason to believe that such requisite renewals
will not be timely granted by the relevant PRC authorities.




               (h) With regard to employment and staff or labor management, each of the PRC Subsidiaries has
complied with all applicable PRC laws and regulations in all material respects, including without
limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits,
insurance, retirement benefits, and pensions.




     4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS



          Each Investor represents and warrants to the Company as follows:




          4.1. Authorization. The Investor has all requisite power, authority and capacity to
enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this
Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed and
delivered by the Investor. This Agreement and the Shareholders Agreement, when executed and
delivered by the Investor, will constitute valid and legally binding obligations of the Investor,
subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium,
reorganization and similar laws affecting creditors’ rights generally and to general equitable
principles.




          4.2. Accredited Investor. The Investor is an Accredited Investor within the definition
set forth in Rule 501(a) under Regulation D of the Act.




          4.3. Purchase for Own Account. The Purchased Shares and the Conversion Shares will be
acquired for the Investor’s own account, not as a nominee or agent, and not with a view to or in
connection with the sale or distribution of any part thereof.




          4.4. Exempt from Registration; Restricted Securities. The Investor understands that
the Purchased Shares and the Conversion Shares will not be registered under the Act or registered
or listed publicly pursuant to any other applicable securities laws and regulations, on the ground
that the sale provided for in this Agreement is exempt from registration under the Act or the
registration or listing requirements of any other applicable securities laws and regulations, and
that the reliance of the Company on such exemption is predicated in part on the Investor’s
representations set forth in this Agreement. The Investor understands that the Purchased Shares and
the Conversion Shares are restricted securities within the meaning of Rule 144 under the Act; that
the Purchased Shares and the Conversion Shares are not registered or listed publicly and must be
held indefinitely unless they are subsequently registered or listed publicly or an exemption from
such registration or listing is available.




     5. COVENANTS OF THE COMPANY, THE SUBSIDIARIES AND THE FOUNDERS.



          Each of the Company, the Subsidiaries and the Founders covenants to the Investors as follows:




13









 





          5.1. Use of Proceeds. The proceeds from the sale of the Purchased Shares hereunder
shall be used for business expansion, research and development, production, capital expenditure and
general working capital of the Company and the Subsidiaries in the Principal Business.




          5.2. Business of the Company. The business of the Company shall be restricted to the
holding, management and disposition of equity interest in the Subsidiaries.




          5.3. Business of the Subsidiaries. The business of each of the Subsidiaries shall be
restricted to its respective scope of business as stated in its articles of association, business
license and required for the carrying on of the Principal Business.




          5.4. Directors of the Subsidiaries. All directors (if any) of the Subsidiaries shall
be appointed and removed only by the Company (or, where appropriate, as instructed by the Company)
pursuant to action of the Board of Directors of the Company.




          5.5. Equity Compensation. The Company shall not directly or indirectly issue Ordinary
Shares, share options or other forms of equity of the Company to employees, directors or
consultants except in accordance with the employee equity compensation plans approved by the
compensation committee of the Company.




          5.6. Confidentiality, Non-compete and Invention Assignment Agreement. The Company
shall cause all of the current and future key employees of the Company to enter into its standard
form Confidentiality and Invention Assignment Agreement in form and substance satisfactory to the
Investors.




          5.7. Additional Covenants. Except as required by this Agreement, no resolution of the
directors, owners, members, partners or shareholders of either the Company or any Subsidiaries
shall be passed, nor shall any contract or commitment be entered into, in each case, prior to the
Closing without the prior written consent of the Investors, except that the Company and the
Subsidiaries may carry on its respective business in the same manner as heretofore and may pass
resolutions and enter into contracts for so long as they are effected in the ordinary course of
business.




          If at any time before the Closing, any Group Company or any Founder comes to know of any
material fact or event which:




               (a) is in any way materially inconsistent with any of the representations and warranties given
by the Company, the Subsidiaries or the Founders, and/or



               (b) suggests that any material fact warranted may not be as warranted or may be materially
misleading, and/or



               (c) might affect the willingness of a prudent investor to purchase the Purchased Shares or the
amount of consideration which the Investors would be prepared to pay for the Purchased Shares,



14









 




such Group Company or such Founder shall give immediate written notice thereof to the Investors in
which event each Investor may within fourteen (14) business days of receiving such notice terminate
this Agreement by written notice without any penalty whatsoever and without prejudice to any rights
that such Investor may have under this Agreement or applicable law.




          5.8 Audited Financial Statements. The Company shall, within six (6) months after the
Closing, deliver to the Investors consolidated balance sheets, income statements and statements of
cash flow for the Group Companies for the year commencing on April 1, 2005 and ending on March 31,
2006 audited by a “Big Four” accounting firm in accordance with the United States generally
accepted accounting principles (“U.S. GAAP”).




     6. CONDITIONS TO INVESTORS’ OBLIGATIONS AT THE CLOSING.



          The obligation of each Investor to purchase the Purchased Shares at the Closing is subject to
the fulfillment, to the satisfaction of such Investor on or prior to the Closing, of the following
conditions:




          6.1. Representations and Warranties True and Correct. The representations and
warranties made by the Company, the Subsidiaries and the Founders herein, subject to the Disclosure
Schedule, shall be true and correct and complete when made, and shall be true and correct and
complete as of the date of the Closing with the same force and effect as if they had been made on
and as of such date, subject to changes contemplated by this Agreement.




          6.2. Performance of Obligations. Each of the Company, the Subsidiaries and the
Founders shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by it on or before
the Closing.




          6.3. Proceedings and Documents. All corporate and other proceedings in connection with
the transactions contemplated hereby and all documents and instruments incident to such
transactions shall be satisfactory in substance and form to the Investors, and the Investors shall
have received all such counterpart originals or certified or other copies of such documents as it
may reasonably request.




          6.4. Approvals, Consents and Waivers. Each Group Company shall have obtained any and
all approvals, consents and waivers necessary for consummation of the transactions contemplated by
this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents
or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing
shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights
and all similar rights in connection with the issuance of the Purchased Shares at the Closing.




          6.5. Compliance Certificate. At the Closing, the Company, each of the Subsidiaries and
each Founder shall deliver to the Investors certificates, dated the date of the Closing, signed by
the Company’s President or director, the respective legal representative of








15









 







each of the Subsidiaries and each Founder certifying that the conditions specified in Sections 6.1
and 6.2 have been fulfilled and stating that there shall have been no material adverse change in
the business, affairs, prospects, operations, properties, assets or condition of the Company and
the Subsidiaries since the date of this Agreement.




          6.6. Securities Laws. The offer and sale of the Purchased Shares to the Investors
pursuant to this Agreement shall be exempt from the registration and/or qualification requirements
of all applicable securities laws.




          6.7. Amendment to Constitutional Documents. The Restated Articles shall have been duly
adopted by the Company by all necessary corporate action of its Board of Directors and its
shareholders and duly filed with the Registrar of Corporate Affairs in the British Virgin Islands.




          6.8. Register of Members. The Investors shall have received a copy of the Company’s
register of members, certified by a director of the Company as true and complete as of the date of
the Closing, updated to show the Investors as the holders of their respective number of Purchased
Shares as of the Closing.




          6.9. Appointment of Directors. As of the Closing, the Board of Directors of the
Company shall consist of Ma Shing Yung, Luan Li, Li Jin, Lui Ming Ho and Shen Nanpeng.




          6.10. Opinions of Company’s Counsels. The Investors shall have received from British
Virgin Islands, Hong Kong and PRC counsels to the Group Companies opinions addressed to the
Investors, dated the date of the Closing, in form and substance satisfactory to the Investors.




          6.11. Execution of Shareholders Agreement. The Company shall have delivered to the
Investors the Shareholders Agreement, duly executed by the Company and all other parties thereto
(except for the Investors).




          6.12. Confidentiality and Invention Assignment Agreement. Each key officer and
employee (including key technical employees) of the Group Companies as set forth in Exhibit
G hereto as well as Li Jin and Lui Ming Ho shall have entered into a Confidentiality and Invention Assignment Agreement in form
and substance satisfactory to the Investors.




          6.13. Employment Agreement. Each key officer and key employee of the Group Companies
as set forth on Exhibit G hereto shall have entered into an Employment Agreement in form
and substance satisfactory to the Investors.




          6.14. Good Standing. The Investors shall have received a certificate of good standing
issued by the Registrar of Corporate Affairs of the British Virgin Islands certifying that the
Company was duly constituted, paid all required fees and is in good legal standing.




          6.15. Due Diligence. The Investors shall have completed its business, legal, financial
due diligence investigation of the Group Companies to its satisfaction and the








16









 







Company shall have delivered to the Investors all due diligence materials requested by the
Investors.




          6.16. No Material Adverse Effect. There shall have been no Material Adverse Effect
since the date of this Agreement.




          6.17. No Unpaid Wages. Each of the Founders shall have executed and delivered waivers
irrevocably (i) waiving any and all accrued and unpaid salary and wages payable by any of the Group
Companies as of the date of the Closing and (ii) releasing such Group Companies from any claims or
liabilities in connection therewith, which waivers shall be in form and substance satisfactory to
the Investors.




          6.18. Indemnification Agreement. The Company shall have executed an indemnification
agreement with the Investor-appointed directors substantially in the form set forth in Exhibit
H hereto.




     7. CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSINGS



          The obligations of the Company under this Agreement with respect to each of the Investors are
subject to the fulfillment at or before the Closing of the following conditions:




          7.1. Representations and Warranties. The representations and warranties of each
Investor contained in Section 4 hereof shall be true and correct as of the Closing.




          7.2. Payment of Purchase Price. Each Investor shall have delivered to the Company the
Purchase Price in accordance with Section 1.2.




          7.3. Restated Articles Effective. The Restated Articles shall have been duly adopted
by the Company by all necessary corporate action by its Board of Directors and shareholders, and
shall have been duly filed with and accepted by the Registrar of Corporate Affairs of the British
Virgin Islands.




          7.4. Securities Exemptions. The offer and sale of the Purchased Shares to the
Investors pursuant to this Agreement shall be exempt from the registration and/or qualification
requirements of all applicable securities laws.




          7.5. Execution of Shareholders Agreement. Each Investor shall have executed and
delivered to the Company the Shareholders Agreement.




     8. MISCELLANEOUS



          8.1. Governing Law. This Agreement shall be governed by and construed exclusively in
accordance with the internal laws of the State of California (or any similar successor provision)
without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of California to the rights and duties of
the parties hereunder.





17









 








          8.2. Survival. The representations, warranties, covenants and agreements made herein
shall survive any investigation made by any party hereto and the closing of the transactions
contemplated hereby.




          8.3. Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are
affected by such amendments. This Agreement and the rights and obligations therein may not be
assigned by the Investors without the written consent of the Company except to a parent
corporation, a subsidiary, an affiliate, its fund manager or other funds managed by its fund
manager. This Agreement and the rights and obligations therein may not be assigned by the Company,
any Subsidiary or any Founder without the written consent of the Investors.




          8.4. Entire Agreement. This Agreement, the Shareholders Agreement, any Ancillary
Agreements, and the schedules and exhibits hereto and thereto, which are hereby expressly
incorporated herein by this reference constitute the entire understanding and agreement between the
parties with regard to the subjects hereof and thereof; provided, however, that nothing in
this Agreement or related agreements shall be deemed to terminate or supersede the provisions of
any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date
hereof, which agreements shall continue in full force and effect until terminated in accordance
with their respective terms.




          8.5. Notices. Except as may be otherwise provided herein, all notices, requests,
waivers and other communications made pursuant to this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand delivered to the other party, upon
delivery; (b) when sent by facsimile at the number set forth in Exhibit I hereto, upon
receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in
the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the
other party as set forth in Exhibit I; or (d) three (3) business days after deposit with an
overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit
I with next business-day delivery guaranteed, provided that the sending party receives a
confirmation of delivery from the delivery service provider.




          Each person making a communication hereunder by facsimile shall promptly confirm by telephone
to the person to whom such communication was addressed each communication made by it by facsimile
pursuant hereto but the absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 8.5 by giving the other party written notice of the new
address in the manner set forth above.




          8.6. Amendments and Waivers. Any term of this Agreement may be amended only with the
written consent of the Company, the Subsidiaries, each Founder and the Investors.




          8.7. Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to the Company, any Subsidiary, any Founder or the Investors, upon any breach or default
of any party hereto under this Agreement, shall impair any such








18









 







right, power or remedy of the Company, such Subsidiary, such Founder or the Investors nor shall it
be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any
similar breach of default thereafter occurring; nor shall any waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of the Company, any Subsidiary, any Founder or the Investors of any breach of
default under this Agreement or any waiver on the part of the Company, any Subsidiary, any Founder
or the Investors of any provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to the Company, the Subsidiaries, the Founders and
the Investors shall be cumulative and not alternative.




          8.8. Interpretation: Titles and Subtitles. This Agreement shall be construed according
to its fair language. The rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in interpreting this Agreement. The titles of the
sections and subsections of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement. Unless otherwise expressly provided herein, all references
to Sections and Exhibits herein are to Sections and Exhibits of this Agreement.




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




          8.10. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, then such provision shall be construed, to the extent feasible, so as to render the
provision enforceable and to provide for the consummation of the transactions contemplated hereby
on substantially the same terms as originally set forth herein, and if no feasible interpretation
would save such provision, it shall be severed from the remainder of this Agreement, which shall
remain in full force and effect unless the severed provision is essential to the rights or benefits
intended by the parties. In such event, the parties shall use best efforts to negotiate, in good
faith, a substitute, valid and enforceable provision or agreement which most nearly effects the
parties’ intent in entering into this Agreement.




          8.11. Confidentiality and Non-Disclosure. The parties hereto agree to be bound by the
confidentiality and non-disclosure provisions of Section 6 of the Shareholders Agreement.




          8.12. Further Assurances. Each party shall from time to time and at all times
hereafter make, do, execute, or cause or procure to be made, done and executed such further acts,
deeds, conveyances, consents and assurances without further consideration, which may reasonably be
required to effect the transactions contemplated by this Agreement.




          8.13. Dispute Resolution.




               (a) Negotiation Between Parties. The parties agree to negotiate in good faith to
resolve any dispute between them regarding this Agreement. If the negotiations



19









 




do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days
after the commencement of the negotiation, Section 8.13(b) shall apply.




               (b) Arbitration. In the event the parties are unable to settle a dispute between them
regarding this Agreement in accordance with subsection (a) above, such dispute shall he referred to
and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance
with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be
incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three
arbitrators to be appointed according to the UNCITRAL Rules. The language of the arbitration shall
be English.



          8.14. Expenses. The Company shall reimburse the Investors at the Closing, legal
expenses of up to a total amount of US$60,000 incurred by the Investors, which payment shall be
made directly to the legal service provider at the Closing. The Investors may effect such
reimbursement at the Closing by withholding from the payment of the Purchase Price the amount to
which they are entitled to reimbursement pursuant to the preceding sentence. Notwithstanding the
withholding of such amount, the Investors shall be deemed to have paid to the Company the full
amount of the Purchase Price, including the amount so withheld.




          8.15. Termination. This Agreement may be terminated by any Investor on or after May
31, 2006, by written notice to the Company, if the Closing has not occurred on or prior to such
date. Such termination under this Section 8.15 shall be without prejudice to any claims for damages
or other remedies that the parties may have under this Agreement or applicable law.




— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —






20









 








LIST OF EXHIBITS




	 	 	 

	Exhibit A

	 	Schedule of PRC Subsidiaries
	 
	 	 
	Exhibit B

	 	Schedule of Founders
	 
	 	 
	Exhibit C

	 	Schedule of Investors
	 
	 	 
	Exhibit D

	 	Restated Articles
	 
	 	 
	Exhibit E

	 	Disclosure Schedule
	 
	 	 
	Exhibit F

	 	Shareholders Agreement
	 
	 	 
	Exhibit G

	 	Key Officers and Employees
	 
	 	 
	Exhibit H

	 	Indemnification Agreement
	 
	 	 
	Exhibit I

	 	Notices




















 







 EXHIBIT A




Schedule of PRC Subsidiaries




	1.	 	Land V. Limited (Fujian) 
	 
	2.	 	Land V. Limited (Shenzhen) 
	 
	3.	 	Land V Limited (Hangzhou) 
	 
	4.	 	Land V Limited (Tianjin) 
	 
	5.	 	Land V. Limited (Liaoyang) 
	 
	6.	 	Land V. Limited (Weifang) 



















 








EXHIBIT B




Schedule of Founders




	1.	 	Ma Shing Yung
	 
	2.	 	Luan Li



















 








EXHIBIT C




Schedule of Investors



	 	 	 	 	 	 	 	 	 
	 	 	No. of Series A	 	Purchase Price
	Investor	 	Shares	 	(US$)
	 
	 	 	 	 	 	 	 	 
	Sequoia Capital China I, L.P. 
	 	 	169.38	 	 	US$	3,150,383.31	 
	 
	 	 	 	 	 	 	 	 
	Sequoia Capital China Partners Fund I, L.P.
	 	 	19.46	 	 	US$	361,946.27	 
	 
	 	 	 	 	 	 	 	 
	Sequoia Capital China Principals Fund I, L.P.
	 	 	26.22	 	 	US$	487,678.89	 
	 
	 	 	 	 	 	 	 	 
	TOTAL 
	 	 	215.06	 	 	US$	4,000,008.47	 




















 








EXHIBIT D




Restated Articles
















 







BVI COMPANY NUMBER: 1017713




TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004




AMENDED AND RESTATED

MEMORANDUM AND ARTICLES



OF ASSOCIATION



OF



China Linong International Limited




A COMPANY LIMITED BY SHARES



Incorporated on the 24th day of March, 2006



INCORPORATED IN THE BRITISH VIRGIN ISLANDS












 









 








TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004




AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION



OF



China Linong International Limited



A COMPANY LIMITED BY SHARES




	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1.	 	In this Memorandum of Association and the attached Articles of Association, if not
inconsistent with the subject or context:
	 
	 	 	“Act” means the BVI Business Companies Act, 2004 (No. 16 of 2004) and includes the
regulations made under the Act;
	 
	 	 	“Articles” means the attached Articles of Association of the Company;
	 
	 	 	“BVI Subsidiary” means Land V. Group Limited;
	 
	 	 	“Capital” means the sum of the aggregate par value of all outstanding shares with par value
of the Company and shares with par value held by the Company as treasury shares plus (a)
the aggregate of the amounts designated as capital of all outstanding shares without par
value of the Company and shares without par value held by the Company as treasury shares,
and (b) the amounts as are from time to time transferred from surplus to capital by a
resolution of directors;
	 
	 	 	“Chairman of the Board” has the meaning specified in Regulation 12;
	 
	 	 	“Distribution” in relation to a distribution by the Company to a Shareholder means the
direct or indirect transfer of an asset, other than Shares, to or for the benefit of the
Shareholder, or the incurring of a debt to or for the benefit of a Shareholder, in relation
to Shares held by a Shareholder, and whether by means of the purchase of an asset, the
purchase, redemption or other acquisition of Shares, a transfer of indebtedness or
otherwise, and includes a dividend;
	 
	 	 	“Eligible Person” means individuals, corporations, trusts, the estates of deceased
individuals, partnerships and unincorporated associations of persons;
	 
	 	 	“HK Subsidiary” means Land V. Limited;
	 
	 	 	“Investors” means Sequoia Capital China I,
L.P., Sequoia Capital China Principals Fund I, L.P. and Sequoia
Capital China Partners Fund I, L.P.;
	 
	 	 	“majority” means 50% or more votes of each class of shares or 50% or more votes of the
directors;
	 
	 	 	“Major Subsidiary” means any subsidiary of the Company (i) whose net asset value exceeds
25% of the net asset value of the Company on a consolidated basis, or (ii) whose net profit after tax accounts
for












 









 









	 	 	more than 25% of the net profit after tax of the Company on a consolidated basis, in either
case, to be determined by reference to the then latest audited financial statements of such
subsidiary and the Company;
	 
	 	 	“Memorandum” means this Memorandum of Association of the Company;
	 
	 	 	“Ordinary Shares” mean the ordinary shares
with the par value of US$1.00 each in the capital of
the Company;
	 
	 	 	“person” means an individual, a corporation, a trust, the estate of a deceased individual, a
partnership or an unincorporated or association of persons;
	 
	 	 	“PRC Subsidiaries” mean Land V. Limited
(Fujian), Land V. Limited (Shenzhen), Land V Limited
(Hangzhou), Land V Limited (Tianjin); Land V. Limited (Liaoyang) and Land
V. Limited (Weifang);
	 
	 	 	“Registrar” means the Registrar of Corporate Affairs appointed under section 229 of the Act;
	 
	 	 	“Resolution of Directors” means either:






	 	(a)	 	a resolution approved at a duly convened and constituted meeting of directors of the Company
or of a committee of directors of the Company by the affirmative vote of a majority of the
directors present at the meeting who voted except that where a director is given more than one
vote, he shall be counted by the number of votes he casts for the purpose of establishing a
majority; or
	 
	 	(b)	 	a resolution consented to in writing by all directors or by all members of a committee of
directors of the Company, as the case may be;






	 	 	“Resolution of Shareholders” means either:






	 	(a)	 	Unless otherwise provided by the Memorandum or the Articles, a resolution approved at a duly
convened and constituted meeting of the Shareholders of the Company by the affirmative vote
of (i) a majority of the votes of the shares entitled to vote thereon which were present at the
meeting and were voted and not abstained, or (ii) a majority of the votes of each class or
series of shares which were present at the meeting and entitled to vote thereon as a class or
series and were voted and not abstained and of a simple majority of the votes of the
remaining shares entitled to vote thereon which were present at the meeting and were voted and
not abstained; or
	 
	 	(b)	 	a resolution consented to in writing by (i) an absolute majority of the votes of shares
entitled to vote thereon, or (ii) an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes
of the remaining shares entitled to vote thereon;






	 	 	“Seal” means any seal which has been duly adopted as the common seal of the Company;
	 
	 	 	“Securities” mean Shares and debt obligations of every kind of the Company, and including without
limitation options, warrants and rights to acquire Shares or debt obligations;
	 
	 	 	“Series A Issue Price” means
US$18,599.50 per Series A Share;
	 
	 	 	“Series A Original Issue Date” means the date of the first sale and issuance of Series A Shares;
	 
	 	 	“Series A Shares” mean Series A
preference shares with par value of US$1.00 each in the capital of
the Company have the rights set forth in the Memorandum and the Articles;
	 
	 	 	“Share” means a share issued or to be issued by the Company;










 









 









	 	 	“Shareholder” means an Eligible Person whose name is entered in the register of members of
the Company as the holder of one or more Shares or fractional Shares;
	 
	 	 	“Subsidiaries” mean the BVI Subsidiary, the PRC Subsidiaries and the HK Subsidiaries;
	 
	 	 	“surplus” means the excess, if any, at the time of the determination of the total assets
of the Company over the aggregate of its total liabilities, as shown in its books of
account, plus the Company’s capital;
	 
	 	 	“Treasury Share” means a Share that was previously issued but was repurchased, redeemed or
otherwise acquired by the Company and not cancelled; and
	 
	 	 	“Written” or any term of like import includes information generated, sent, received or
stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or
photonic means, including electronic data interchange, electronic mail, telegram, telex or
telecopy, and “in writing” shall be construed accordingly.






	1.2.	 	In the Memorandum and the Articles, unless the context otherwise requires a reference
to:






	 	(a)	 	a “Regulation” is a reference to a regulation of the Articles;
	 
	 	(b)	 	a “Clause” is a reference to a clause of the Memorandum;
	 
	 	(c)	 	voting by Shareholders is a reference to the casting of the votes attached to
the Shares held by the Shareholder voting;
	 
	 	(d)	 	the Act, the Memorandum or the Articles is a reference to the Act or those
documents as amended or, in the case of the Act, any re-enactment thereof; and
	 
	 	(e)	 	the singular includes the plural and vice versa.






	1.3.	 	Any words or expressions defined in the Act unless the context otherwise requires bear the
same meaning in the Memorandum and the Articles unless otherwise defined herein.
	 
	1.4.	 	Headings are inserted for convenience only and shall be disregarded in interpreting the
Memorandum and the Articles.
	 
	2. 	 	NAME
	 
	 	 	The name of the Company is China Linong International Limited.
	 
	3.	 	STATUS
	 
	 	 	The Company is a company limited by Shares.
	 
	4.	 	REGISTERED OFFICE AND REGISTERED AGENT
	 
	4.1.	 	The registered office of the Company is at P.O. Box 957, Offshore Incorporations Centre,
Road Town, Tortola, British Virgin Islands, the office of the first registered agent.
	 
	4.2.	 	The registered agent of the Company is Offshore Incorporations Limited of P.O. Box 957,
Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
	 
	4.3.	 	The Company may by Resolution of Shareholders or by Resolution of Directors change the
location of its registered office or change its registered agent.
	 
	4.4.	 	Any change of registered office or registered agent will take effect on the registration by
the Registrar of a notice of the change filed by the existing registered agent or a legal
practitioner in the British Virgin Islands acting behalf of the Company.















 









 








	5.	 	CAPACITY AND POWERS
	 
	5.1.	 	Subject to the Act and any other British Virgin Islands legislation, the Company has,
irrespective of corporate benefit:






	 	(a)	 	full capacity to carry on or undertake any business or activity, do any act
or enter into any transaction; and
	 
	 	(b)	 	for the purposes of paragraph (a), full rights, powers and privileges.






	5.2.	 	For the purposes of section 9(4) of the Act, there are no limitations on the business that
the Company may carry on.
	 
	6.	 	NUMBER AND CLASSES OF SHARES
	 
	6.1.	 	Shares in the company shall be issued in the currency of the Untied States of America.
	 
	6.2.	 	The Company is authorised to issue a maximum of 50,215.06 shares divided into 50,000 Ordinary
Shares with par value of US$1.00 each and 215.06 Series A Shares with par value of US$1.00 each.

	 
	6.3.	 	The Company may issue fractional Shares and a fractional Share shall have the corresponding
fractional rights, obligations and liabilities of a whole Share of the same class or series of
Shares.
	 
	6.4.	 	Shares may be issued in one or more series of Shares as the directors may by Resolution of
Directors determine from time to time.
	 
	7.	 	RIGHTS OF SHARES
	 
	7.1.	 	Each Ordinary Share in the Company confers upon the Shareholder:






	 	(a)	 	the right to one vote at a meeting of the Shareholders of the Company or on any
Resolution of Shareholders;
	 
	 	(b)	 	subject to the righst of the Series A Shares, the right to an equal share in
any dividend paid by the Company; and
	 
	 	(c)	 	subject to the righst of the Series A Shares, the right to an equal share in
the distribution of the surplus assets of the Company on its liquidation.






	7.2.	 	The Company may by Resolution of Directors redeem, purchase or otherwise acquire all or any
of the Shares in the Company subject to Regulation 3 of the Articles.
	 
	7.3	 	The Series A Shares shall have the following rights:-






	 	(a)	 	Dividends. The holders of the Series A Shares shall be entitled to receive out of any
funds legally available therefor, when and if declared by the Board of Directors of the
Company (the “Board”), dividends at the rate or in the amount as the Board considers
appropriate in preference to any dividend on any other class or series of shares of the
Company; provided that no dividend, whether in cash, in property or in shares of the capital
of the Company, shall be paid on any other class or series of shares of the Company unless
and until a dividend in like amount is first paid in full on the Series A Shares (on an
as-converted basis). Holders of the Series A Shares shall also be entitled to receive any
non-cash dividends declared by the Board on an as-converted basis.
	 
	 	(b)	 	Liquidation Preference.
	 
	 	 	 	(1) In the event of any liquidation, dissolution or winding up of the Company, either
voluntary or involuntary, the holders of the Series A Shares shall be
entitled to receive, prior to any distribution to the holders of the Ordinary Shares or any
other class or series of shares, an amount per Series A Share equal to 100% of the Series A
Issue Price (as adjusted for share dividends, splits, combinations,
recapitalizations or similar events) plus all accrued or declared but unpaid










 









 









	 	 	 	dividends thereon
(the “Preference Amount”). After the full liquidation Preference Amount on all outstanding
Series A Shares has been paid, any remaining funds or assets of the Company legally available
for distribution to Shareholders shall be distributed pro rata among the holders of the
Series A Shares (on an as-converted basis) together with the holders of the Ordinary Shares.
If the Company has insufficient assets to permit payment of the Preference Amount in full to
all holders of Series A Shares, then the assets of the Company shall be distributed ratably
to the holders of the Series A Shares in proportion to the Preference Amount each such holder
of Series A Shares would otherwise be entitled to receive.






	 	 	 	(2) In the event of (i) a sale, conveyance or disposition of all or substantially all of the
assets of the Company, or (ii) a consolidation or merger of the Company with or into any other
company or companies in which the existing Shareholders of the Company, at the time
immediately before such consolidation or merger takes place, do not retain a majority of the
voting power in the surviving company, the Company shall, to the extent legally entitled to do
so, distribute to its Shareholders the amount received on such sale, disposition or
consolidation in either the same form of consideration received by the Company or in cash, as
the Company may determine, whether such payment is in the form of a dividend or other legally
permissible form (the “Compulsory Payment”). The Compulsory Payment will be distributed to the
Shareholders of the Company as follows:






	 	(A)	 	to the holders of the Series A Shares, an amount equal to the
Preference Amount that would be payable to such holders pursuant to
paragraph 7.3(b)(l) in the circumstances set forth therein (collectively, the
“Compulsory Payment Preference”). If the value of the Compulsory Payment is less
than the Compulsory Payment Preference, then the Compulsory Payment shall be
distributed pro rata amongst the holders of all outstanding Series A Shares; and
	 
	 	(B)	 	the remainder (after payment in accordance with paragraph 7.3(b)(2)(A)
above), if any, to the holders of Series A Shares and Ordinary Shares on a pro
rata basis, based on the number of Ordinary Shares then held by each holder on an
as-converted basis.






	 	 	 	(3) Notwithstanding any other provision of this paragraph 7.3(b), the Company may at any time,
out of funds legally available therefor, repurchase Ordinary Shares of the Company issued to
or held by employees, officers or consultants of the Company or its subsidiaries upon
termination of their employment or services, pursuant to any bona fide agreement providing for
such right of repurchase, whether or not dividends on the Series A Shares shall have been
declared.
	 
	 	 	 	(4) In the event the Company proposes to distribute assets other than cash in connection with
any liquidation, dissolution or winding up of the Company, the value of the assets to be
distributed to the holder of Series A Shares and Ordinary Shares shall be determined in good
faith by the liquidator (or, in the case of any proposed distribution in connection with a
transaction which is a deemed liquidation hereunder, by the Board, which decision shall
include the affirmative vote of at least one (1) director appointed by Sequoin Capital China I, L.P.).
Any securities not subject to investment letter or similar restrictions on free marketability
shall be valued as follows:






	 	(i)	 	If traded on a securities exchange, the value shall be deemed to be
the average of the security’s closing prices on such exchange over the thirty
(30) day ending one (1) day prior to the distribution;
	 
	 	(ii)	 	If actively traded over-the-counter, the value shall be deemed to be
the average of the closing bid prices over the thirty (30) day period ending
three (3) days prior to the distribution; and
	 
	 	(iii)	 	If there is no active public market, the value shall be the fair
market value thereof as determined in good faith by the liquidator (or, in the
case of any proposed distribution in connection with a transaction which is a
deemed liquidation hereunder, by the Board).






	 	 	 	(5) The method of valuation of securities subject to restrictions on free marketability
shall be adjusted to make an appropriate discount from the market value determined as above
in clauses






 











 






	 	 	 	(i), (ii) or (iii) to reflect the fair market value thereof as determined in
good faith by the liquidator (or, in the case of any proposed distribution in connection
with a transaction which is a deemed liquidation hereunder, by the Board). The holders of
at least a majority of the outstanding Series A Shares shall have the right to challenge
any determination by the liquidator or the Board, as the case may be, of fair market value
pursuant to this paragraph 7.3(b), in which case the determination of fair market value
shall be made by an independent appraiser selected jointly by the liquidator or the Board,
as the case may be and the challenging parties, the cost of such appraisal to be borne
equally by the challenging parties and the Company.
	 
	 	(c)	 	Conversion Rights. Unless converted earlier pursuant to paragraph 7.3(d) below, each
holder of Series A Shares shall have the right, at such holder’s sole discretion, to
convert all or any portion of the Series A Shares into Ordinary Shares at any time. The
conversion rate for the Series A Shares shall be determined by dividing the Series A Issue
Price for each of the Series A Shares by its conversion price provided that in the event
of any share splits, share combinations, share dividends, recapitalisations and similar
events, the initial Series A Conversion Price shall be adjusted accordingly.
	 
	 	 	 	The conversion price for each of the Series A Shares, subject to adjustments from time to
time in the event of any share splits, share combinations, share dividends,
recapitalisations and similar events in accordance with the provisions hereof, is referred
hereinafter as Series A Conversion Price. The initial Series A Conversion Price for each
of the Series A Shares shall be its Series A Issue Price.
	 
	 	(d)	 	Automatic Conversion. The Series A Shares would automatically be converted into
Ordinary Shares, at the then applicable Series A Conversion Price, upon (i) the date
specified by written consent or agreement of the holders of at least 75% of the Series A
Shares then outstanding, or (ii) the closing of an underwritten public offering of the
Ordinary Shares of the Company in the United States, that has been registered under the
Securities Act of 1933, as amended (the “Securities Act”), with gross proceeds to the
Company in excess of US$70,000,000 and a pre-public offering market capitalization of at
least US$300,000,000, or in a similar public offering of the Ordinary Shares of the
Company in another jurisdiction which results in the Ordinary Shares trading publicly on a
recognized regional or national securities exchange; provided that such offering satisfies
the foregoing gross proceeds and pre-public offering market capitalization requirements (a
“Qualified Public Offering”). In the event of the automatic conversion of the Series A
Shares upon a Qualified Public Offering as aforesaid, the person(s) entitled to receive
the Ordinary Shares issuable upon such conversion of Series A Shares shall not be deemed
to have converted such Series A Shares until immediately prior to the closing of such
Qualified Public Offering.
	 
	 	(e)	 	Mechanics of Conversion. No fractional Ordinary Share shall be
issued upon conversion of the Series A Shares. In lieu of any fractional shares to which
the holder would otherwise be entitled, the Company shall pay cash equal to such fraction
multiplied by the then effective respective Series A Conversion Price. Before any holder
of Series A Shares shall be entitled to convert the same into full Ordinary Shares and to
receive certificates therefor, he shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Company or of any transfer agent for the
Series A Shares and shall give written notice to the Company at such office that he elects
to convert the same. The Company shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Series A Shares a certificate or certificates for
the number of Ordinary Shares to which he shall be entitled as aforesaid and a check
payable to the holder in the amount of any cash amounts payable as the result of a
conversion into fractional Ordinary Shares. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such
surrender of the shares
of Series A Shares to be converted, and the person or persons entitled to receive the
Ordinary Shares issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such Ordinary Shares on such date. The directors may effect
conversion in any matter permitted by law including, without prejudice to the generality
of the foregoing, repurchasing or redeeming the relevant Series A Shares and applying the
proceeds towards the issue of the relevant number of new Ordinary Shares.
	 
	 	 	 	Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and
keep available out of its authorized but unissued Ordinary Shares solely for the purpose
of effecting the conversion of the shares of the Series A Shares such number of its
Ordinary Shares as




 









 






	 	 	 	shall from time to time be sufficient to effect the conversion of all outstanding shares
of the Series A Shares, and if at any time the number of authorized but unissued Ordinary
shares shall not be sufficient to effect the conversion of all then outstanding shares of
the Series A Shares, in addition to such other remedies as shall be available to the
holder of such Series A Shares, the Company will take such corporate action as may, in the
opinion of its legal counsel, be necessary to increase its authorized but unissued
Ordinary Shares to such number of shares as shall be sufficient for such purposes.
	 
	 	(f)	 	Adjustments to Series A Conversion Price.






	 	(1)	 	Special Definitions. For purposes of this paragraph 7.3(f), the following
definitions shall apply:






	 	(i)	 	“Options” mean rights, options or warrants to subscribe for,
purchase or otherwise acquire either Ordinary Shares or Convertible Securities.
	 
	 	(ii)	 	“Original Issue Date” shall mean the date on which the first
Series A Share was issued.
	 
	 	(iii)	 	“Convertible Securities” shall mean any evidences of
indebtedness, shares (other than the Series A Shares and Ordinary Shares) or
other securities directly or indirectly convertible into or exchangeable for
Ordinary Shares.
	 
	 	(iv)	 	“Additional Ordinary Shares” shall mean all Ordinary Shares
(including reissued shares) issued (or, pursuant to paragraph 7.3(f)(3), deemed
to be issued) by the Company after the Original Issue Date, other than:






	 	(A)	 	Ordinary Shares issued upon conversion of the Series A
Shares authorized herein;
	 
	 	(B)	 	up to 66.58 Ordinary Shares (including any of such
shares which are repurchased) issued to officers, directors, employees and
consultants of the Company pursuant to shares option or purchase plans
approved by the Board and the Investors and any other Ordinary Shares held
by officers, directors, employees and consultants which are repurchased at
cost subsequent to the Original Issue Date;
	 
	 	(C)	 	as a dividend or distribution on Series A Shares or any
event for which adjustment is made pursuant to paragraph 7.3(f)(7) or
7.3(f)(8) hereof;
	 
	 	(D)	 	any securities issued pursuant to the acquisition of
another corporation or entity by the Company by consolidation, merger,
purchase of assets, or other reorganization in which the Company acquires,
in a single transaction or series of related transactions, all or
substantially all assets of such other corporation or entity, or fifty
percent (50%) or more of the equity ownership or voting power of such other
corporation or entity; and
	 
	 	(E)	 	pursuant to a Qualified Public Offering.






	 	(2)	 	No Adjustment to Series A Conversion Price. No adjustment in the Series A
Conversion Price shall be made in respect of the issuance of Additional Ordinary
Shares unless the consideration per share for an Additional Ordinary Share issued or
deemed to be issued by the Company is less than the Series A Conversion Price of such
series in effect on the date of and immediately prior to such issuance.
	 
	 	(3)	 	Deemed Issuance of Additional Ordinary Shares. In the event the Company at
any time or from time to time after the Original Issue Date shall issue any Options
or Convertible Securities or shall fix a record date for the determination of holders
of any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number (as set forth in the instrument relating thereto
without regard to any provisions contained




 









 






	 	 	 	therein for a subsequent adjustment of such number that would result in an adjustment
pursuant to clause (ii) below) of Ordinary Shares issuable upon the exercise of such
Options or, in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Ordinary Shares
issued as of the time of such issuance or, in case such a record date shall have been
fixed, as of the close of business on such record date, provided that Additional Ordinary
Shares shall not be deemed to have been issued unless the consideration per share
(determined pursuant to paragraph 7.3(f)(5) hereof) of such Additional Ordinary Shares
would be less than the Series A Conversion Price in effect on the date of and immediately
prior to such issuance, or such record date, as the case may be, and provided further that
in any such case in which Additional Ordinary Shares are deemed to be issued:






	 	(i)	 	no further adjustment to the Series A Conversion Price shall be made upon
the subsequent issuance of Convertible Securities or Ordinary Shares upon the
exercise of such options or conversion or exchange of such Convertible Securities;
	 
	 	(ii)	 	if such Options or Convertible Securities by their terms provide, with the
passage of time or otherwise, for any increase or decrease in the consideration
payable to the Company, or increase or decrease in the number of Ordinary Shares
issuable, upon the exercise, conversion or exchange thereof, the Series A Conversion
Price computed upon the original issuance thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall, upon
any such increase or decrease becoming effective be recomputed to reflect such
increase or decrease insofar as it affects such Options or the rights of conversion
or exchange under such Convertible Securities;
	 
	 	(iii)	 	upon the expiration of any such Options or any rights of conversion or
exchange under such Convertible Securities which shall not have been exercised, the
Series A Conversion Price computed upon the original issuance thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent adjustments
based thereon, shall, upon such expiration be recomputed as if:






	 	(A)	 	in the case of Convertible Securities or Options for Ordinary
Shares, the only Additional Ordinary Shares issued were Ordinary Shares, if any,
actually issued upon the exercise of such Options or the conversion or exchange
of such Convertible Securities and the consideration received therefor was the
consideration actually received by the Company for the issuance of all such
Options, whether or not exercised, plus the consideration actually received by
the Company upon such exercise, or for the issuance of all such Convertible
Securities which were actually converted or exchanged, plus the additional
consideration, if any, actually received by the Company upon such conversion
exchange, and
	 
	 	(B)	 	in the case of Options for Convertible Securities, only the
Convertible Securities, if any, actually issued upon the exercise thereof were
issued at the time of issuance of such Options, and the consideration received
by the Company for the Additional Ordinary Shares deemed to have been then
issued was the consideration actually received by the Company for the issuance
of all such Options, whether or not exercised, plus the consideration deemed to
have been received by the Company upon the issuance of the Convertible
Securities with respect to which such Options were actually exercised;






	 	(I)	 	no readjustment pursuant to clause (ii) or (iii) above shall have the
effect of increasing the Series A Conversion Price to an amount which exceeds the
lower of (i) the Series A Conversion Price on the original adjustment date, or (ii)
the Series A Conversion Price that would have resulted from any issuance of
Additional Ordinary Shares between the original adjustment date and such readjustment
date; and
	 
	 	(II)	 	in the case of any Options which expire by their terms not more than 30 days
after the




 









 






	 	 	 	date of issuance thereof, no adjustment of the Series A Conversion Price shall be
made until the expiration or exercise of all such Options, whereupon such adjustment
shall be made in the manner provided in clause (iii) above.






	 	(4)	 	Issuance of Additional Ordinary Shares below Series A Conversion Price. In the event
that the Company shall issue any Additional Ordinary Shares (including those deemed to be
issued pursuant to paragraph 7.3(f)(3)) at a subscription price per Ordinary Share (on an
as-converted basis) less than the Series A Conversion Price (as adjusted from time to
time) in effect on the date of and immediately prior to such issuance, the Series A
Conversion Price shall be reduced concurrently with such issuance, to a price (calculated
to the nearest cent) to be determined as set forth below. The mathematical formula for
determining the adjusted Series A Conversion Price is as follows and is subject to the
more detailed textual description set forth thereafter:
	 
	 	 	 	AP = OP * (OS + (NP/OP))/(OS + NS)
	 
	 	 	 	WHERE:
	 
	 	 	 	AP = adjusted Series A Conversion Price
	 
	 	 	 	OP = old Series A Conversion Price
	 
	 	 	 	OS = the number of outstanding Ordinary Shares immediately before the Additional Ordinary
Shares are issued or sold
	 
	 	 	 	NP = the total consideration received for the issuance or sale of Additional Ordinary
Shares
	 
	 	 	 	NS = the number of Additional Ordinary Shares issued or sold
	 
	 	 	 	The newly adjusted Series A Conversion Price shall be the amount equal to the price
determined by multiplying the old Series A Conversion Price, by a fraction:






	 	(i)	 	the numerator of which shall be the number of Ordinary Shares outstanding
immediately prior to such issuance plus the number of Ordinary Shares which the
aggregate consideration received by the Company for the total number of Additional
Ordinary Shares would purchase at the old Series A Conversion Price; and
	 
	 	(ii)	 	the denominator of which shall be the number of Ordinary Shares outstanding
immediately prior to such issuance plus the number of such Additional Ordinary Shares
so issued;






	 	 	 	provided that for the purposes of this paragraph 7.3(f)(4), all Ordinary Shares issuable
upon conversion of outstanding Series A Shares and outstanding Convertible Securities or
exercise of outstanding Options (excluding Options issued pursuant to the Company’s
employee equity incentive plans approved by the Board of Directors) shall be deemed to be
outstanding.
	 
	 	(5)	 	One-time Series A Conversion Price Adjustment based on 2006 Accounts. Upon the
delivery by the Company of the Company’s audited consolidated financial statements for the
fiscal year commencing from April 1, 2006 and ending on March 31, 2007 (the “2006
Accounts”) prepared by a “Big 4” accounting firm in accordance with the United States
generally accepted accounting principles,






	 	(i)	 	if the Net Income of the Company as reflected in the 2006 Accounts is less
than US$5,000,000, then the Series A Conversion Price shall be adjusted as of April
1, 2007 by multiplying the Series A Conversion Price in effect on the Adjustment Date
by a factor of 0.8192; or
	 
	 	(ii)	 	if the Net Income of the Company as reflected in the 2006 Accounts is more
than US$5,500,000, then the Series A Conversion Price shall be adjusted as of April 1,




 









 






	 	 	 	2007 by multiplying the Series A Conversion Price in effect on the Adjustment Date by
a factor of 1.0753






	 	 	 	For the purpose of calculation of the Net Income under this paragraph, the legal
accounting and public relation expenses incurred to the Company in connection with Sequoia
Capital China I, L.P.’s Series A investment in the Company shall be excluded; provided
that the incurrence of any public relation expense by the Company shall be subject to
Sequoia Capital China I, L.P.’s prior written approval. Any adjustment to the Series A
Conversion Price made pursuant to this paragraph 7.3(f)(5) shall be in addition to, and
not in substitution for any other prior or subsequent adjustments made to the Series A
Conversion Price pursuant to this Article 7.3.
	 
	 	(6)	 	Determination of Consideration. For purposes of this paragraph 7.3(f), the
consideration received by the Company for the issuance of any Additional Ordinary Shares
shall be computed as follows:






	 	(i)	 	Cash and Property. Except as provided in clause (ii) below, such
consideration shall:






	 	(A)	 	insofar as it consists of cash, be computed at the aggregate
amount of cash received by the Company excluding amounts paid or payable for
accrued interest for accrued dividends;
	 
	 	(B)	 	insofar as it consists of property other than cash, be computed
at the fair value thereof at the time of such issuance, as determined in good
faith by the Board; provided, however, that no value shall be attributed to
any services performed by any employee, officer or director of the Company;
and
	 
	 	(C)	 	in the event Additional Ordinary Shares are issued together with
other shares or securities or other assets of the Company for consideration
which covers both, be the proportion of such consideration so received with
respect to such Additional Ordinary Shares, computed as provided in clauses (A)
and (B) above, as determined in good faith by the Board.






	 	(ii)	 	Options and Convertible Securities. The consideration per share received by
the Company for Additional Ordinary Shares deemed to have been issued pursuant to
paragraph 7.3(f)(3), relating to Options and Convertible Securities, shall be
determined by dividing






	 	(A)	 	the total amount, if any, received or receivable by the Company
as consideration for the issuance of such Options or Convertible Securities,
plus the minimum aggregate amount of additional consideration (as set forth in
the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such consideration) payable to the
Company upon the exercise of such Options or the conversion or exchange of such
Convertible Securities, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or
exchange of such Convertible Securities by
	 
	 	(B)	 	the maximum number of Ordinary Shares (as set forth in the
instruments relating thereto, without regard to any provision contained therein
for a subsequent adjustment of such number) issuable upon the exercise of such
Options or the conversion exchange of such Convertible Securities.






	 	(7)	 	Adjustments for Share Dividends, Subdivisions, Combinations or Consolidations of
Ordinary Shares. In the event the outstanding Ordinary Shares shall be subdivided (by
share dividend, share split, or otherwise), into a greater number of Ordinary Shares, the
Series A Conversion Prices then in effect shall, concurrently with the effectiveness of
such subdivision, be proportionately decreased. In the event the outstanding Ordinary
Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser
number of ordinary shares the Series A Conversion Price then in effect shall, concurrently
with the




 









 






	 	 	 	effectiveness of such combination or consolidation be proportionately increased.
	 
	 	(8)	 	Adjustments for Other Distributions. In the event the Company at any time or from
time to time makes, or files a record date for the determination of holders of Ordinary
Shares entitled to receive any distribution payable in securities or assets of the Company
other than Ordinary Share, then and in each such event provision shall be made so that the
holders of Series A Shares shall receive upon conversion thereof, in addition to the
number of Ordinary Shares receivable thereupon, the amount of securities or assets of the
Company which they would have received had their Series A Shares been converted into
Ordinary Shares on the date of such event and had they thereafter, during the period from
the date of such event to and including the date of conversion, retained such securities or
assets receivable by them as aforesaid during such period, subject to all other adjustment
called for during such period under this paragraph 7.3(f) with respect to the rights of
the holders of the Series A Shares.
	 
	 	(9)	 	Adjustments for Reclassification, Exchange and Substitution. If the Ordinary Shares
issuable upon conversion of the Series A Shares shall be changed into the same or a
different number of shares of any other class or classes of shares, whether by capital
reorganization, reclassification or otherwise (other than a subdivision or combination of
shares provided for above), then and in each such event the holder of each share of Series
A Shares shall have the right thereafter to convert such share into the kind and amount of
shares and other securities and property receivable upon such reorganization or
reclassification or other change by holders of the number of Ordinary
Shares that would
have been subject to receipt by the holders upon conversion of the Series A Shares
immediately before that change all subject to further adjustment as provided herein.
	 
	 	(10)	 	No Impairment. The Company will not, by the amendment of its Memorandum and the
Articles of Association or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issuance or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company but will at all times in good faith assist in the
carrying out of all the provisions of paragraph 7.3(f) and in the taking of all such
action as may be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Series A Shares against impairment.
	 
	 	(11)	 	Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Conversion Price pursuant to paragraph 7.3(f), the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of Series A Shares a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or readjustment is
based. The Company shall, upon the written request at any time of any holder of Series A
Shares, furnish or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion Price at the time in effect,
and (iii) the number of ordinary shares and the amount, if any, of other property which at
the time would be received upon the conversion of Series A Shares.
	 
	 	(12)	 	Miscellaneous.






	 	(i)	 	All calculations under this paragraph 7.3(f) shall be made to the nearest
one hundredth (1/100) of a cent or to the nearest one hundredth (1/100) of a share,
as the case may be.
	 
	 	(ii)	 	The holders of at least a majority of the outstanding Series A Shares shall
have the right to challenge any determination by the Board of fair value pursuant to
this paragraph 7.3(f), in which case such determination of fair value shall be made
by an independent appraiser selected jointly by the Board and the challenging
parties, the cost of such appraisal to be borne equally by the Company and the
challenging holders of Series A Shares.
	 
	 	(iii)	 	No adjustment in the Series A Conversion Price need be made if such
adjustment




 









 






	 	 	 	would result in a change in such Series A Conversion Price of less than US$0.01.
Any adjustment of less than US$0.01 which is not made shall be carried forward
and shall be made at the time of and together with any subsequent adjustment
which on a cumulative basis, amounts to an adjustment of US$0.01 or more in such
Series A Conversion Price.






	 	(g)	 	Voting Rights. Each Series A Share shall carry a number of votes equal to the number
of Ordinary Shares then issuable upon its conversion into Ordinary Shares at the record
date for determination of the Shareholder entitled to vote on such matters, or, if no such
record date is established, at the date such vote is taken or any written consent of
Shareholders is solicited. The Series A Shares shall generally vote together with the
Ordinary Shares and not as a separate class, except as provided in paragraph (h) below or
as expressly provided in this Memorandum and in the Articles of Association.
	 
	 	(h)	 	Protective Provisions.
	 
	 	 	 	In addition to such other limitations as may be provided herein or in the Articles of
Association of the Company, the following acts of the Company shall require a resolution
of Shareholders which shall include the prior written approval of the holder(s) of at
least 75% of the outstanding Series A Shares; provided that such requirement shall
terminate upon a Qualified Public Offering:






	 	(1)	 	any amendment or change of the rights, preferences, privileges or
powers of, or the restrictions provided for the benefit of, the Series A Shares
of the Company;
	 
	 	(2)	 	any action to authorize, create or issue shares of any class or
series of the Company having preferences superior to or on a parity with the
Series A Shares in any aspects including without limitation dividend rights,
redemption rights and/or liquidation rights;
	 
	 	(3)	 	any new issuance of any equity securities of the Company,
excluding (i) any issuance of the Series A Shares under the Purchase Agreement,
(ii) any issuance of Ordinary Shares upon conversion of the Series A Shares, and
(iii) the issuance of up to 66.58 Ordinary Shares (or options or warrants
therefor) under employee equity incentive plans approved by the Board and the
Investors;
	 
	 	(4)	 	any action of the Company to reclassify 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 Shares;
	 
	 	(5)	 	any increase or decrease of the authorized number of Ordinary
Shares or Series A Shares of the Company;
	 
	 	(6)	 	any repurchase or redemption of any equity securities of the
Company other than pursuant to (A) the redemption right of the holders of Series
A Shares as provided in the Memorandum and Articles, or (B) contractual rights
to repurchase Ordinary Shares from the employees, directors or consultants of
the Company upon termination of their employment or services or pursuant to a
contractual right of first refusal held by the Company;
	 
	 	(7)	 	any amendment of the Memorandum and Articles of Association or
other charter documents of the Company (including any Major Subsidiary);
	 
	 	(8)	 	any merger or consolidation of the Company (including any
Subsidiary) with or into any other business entity in which the shareholders of
the Company (including any Subsidiary) immediately after such merger or
consolidation held shares representing less than a majority of the voting power
of the outstanding share capital of the surviving business entity;
	 
	 	(9)	 	the sale, lease, transfer or other disposition of all or
substantially all of the assets of the Company (including any Subsidiary),
except for intra-group transactions among




 









 






	 	 	 	the Company and any Subsidiaries;
	 
	 	(10)	 	any licensing or otherwise transfer of the patents, copyrights,
trademarks or other intellectual property of the Company (including any
Subsidiary) other than in the ordinary course of its business, except for
intra-group transactions among the Company and any Subsidiaries;
	 
	 	(11)	 	any increase or decrease of the authorized number of the board
members of the Company;
	 
	 	(12)	 	the liquidation, dissolution or winding up of the Company
(including any Subsidiary);
	 
	 	(13)	 	the declaration or payment of a dividend or other distribution on
Ordinary Shares or Series A Shares of the Company;
	 
	 	(14)	 	any increase of the number of Ordinary Shares of the Company
reserved under any employee equity incentive plan;
	 
	 	(15)	 	any increase in compensation of any employee of the Company
(including any Subsidiary) with an annual salary of US$50,000 or more by more
than twenty percent (20%) in a twelve (12) month period;
	 
	 	(16)	 	the extension by the Company of any loan or guarantee for
indebtedness to any director, officer, employee or affiliate of the Company
(including any Subsidiary), except for intra-group transactions among the
Company and any Subsidiaries;
	 
	 	(17)	 	any incurrence of indebtedness in excess of US$300,000 in the,
aggregate to the Company (including any Subsidiary), or creation of any
encumbrance whatsoever upon the assets, patents, copyrights, trademark or other
intellectual property of the Company (including any Subsidiary);
	 
	 	(18)	 	any purchase by the Company (including only Subsidiary) of real
property with a value of US$300,000 or more, or any purchase of production
facilities with a value of US$500,000 or more, individually or in the aggregate;
	 
	 	(19)	 	any transaction or series of transactions that are not in the
ordinary course of the Company’s business where the value involved exceeds
US$300,000, individually or in the aggregate, during any twelve (12) month
period;
	 
	 	(20)	 	approval of the annual consolidated budget of the Company;
	 
	 	(21)	 	the appointment and removal of any key officer of the Company
(including any Major Subsidiary), including the Chief Executive Officer and the
Chief Financial Officer;
	 
	 	(22)	 	the appointment and/or reappointment of auditors of the Company;
	 
	 	(23)	 	any transaction involving both the Company (including any
Subsidiary) and a shareholder or any of the Company’s employees, officers,
directors or shareholders or any affiliate of a shareholder or any of its
officers, directors or shareholders, except for intra-group transactions among
the Company and any Subsidiaries; or
	 
	 	(24)	 	any items of capital expenditure outside the annual budget of the
Company (including any Subsidiary) in excess of US$150,000 per month,
individually or in the aggregate.






	8.	 	VARIATION OF RIGHTS










 









 












	 	 	Subject to Clause 7.3(h) hereof, if at any time the Shares are divided into different classes,
the rights attached to any class may only be varied, whether or not the Company is in
liquidation, with the consent in writing of or by a resolution passed at a meeting by the
holders of at least a majority of the issued Shares in that class.
	 
	9.	 	RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU
	 
	 	 	The rights conferred upon the holders of the Shares of any class shall not, unless otherwise
expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by
the creation or issue of further Shares ranking pari passu therewith.
	 
	10.	 	REGISTERED SHARES
	 
	10.1.	 	The Company shall issue Registered Shares only.
	 
	10.2.	 	The Company is not authorised to issue Bearer Shares, convert Registered Shares to Bearer
Shares or exchange Registered Shares for Bearer Shares.
	 
	11.	 	TRANSFER OF SHARES
	 
	11.1.	 	Subject to Clause 13 and the Memorandum and Articles of Association, the Company shall, on
receipt of an instrument of transfer complying with Sub-Regulation 6.1 of the Articles, enter
the name of the transferee of a Share in the register of members unless the directors resolve
to refuse or delay the registration of the transfer for reasons that shall be specified in a
Resolution of Directors.
	 
	11.2.	 	The directors may not resolve to refuse or delay the transfer of a Share unless the
Shareholder has failed to pay an amount due in respect of the Share.
	 
	12.	 	AMENDMENT OF THE MEMORANDUM AND THE ARTICLES
	 
	12.1.	 	Subject to Clauses 7.3(h) and 8, the Company may amend the Memorandum or the Articles by
Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made
by Resolution of Directors:






	 	(a)	 	to restrict the rights or powers of the Shareholders to amend the Memorandum or the
Articles;
	 
	 	(b)	 	to change the percentage of Shareholders required to pass a Resolution of
Shareholders to amend the Memorandum or the Articles;
	 
	 	(c)	 	in circumstances where the Memorandum or the Articles cannot be amended by the
Shareholders; or
	 
	 	(d)	 	to Clauses 7, 8, 9 or this Clause 12.






	12.2.	 	Any amendment of the Memorandum or the Articles will take effect on the registration by the
Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the
registered agent.
	 
	13.	 	PRIVATE COMPANY
	 
	 	 	The Company is a private company, and accordingly:






	 	(a)	 	any invitation to the public to subscribe for any Shares or debentures of the Company
is prohibited;




 









 






	 	(b)	 	the number of the Shareholders of the Company (not including persons who are in the
employment of the Company, and persons who, having been formerly in the employment of the
Company, were, while in such employment, and have continued after be determination of such
employment to be, Shareholders of the Company) shall be limited to fifty PROVIDED that
where two or more persons hold one or more Shares in the Company
jointly they shall, for
the purposes of this Clause 13, be treated as single Shareholder;
	 
	 	(c)	 	the right to transfer the Shares of the Company shall be restricted in manner herein
prescribed; and
	 
	 	(d)	 	the Company shall not have power to issue Share Warrants to Bearer.




We, OFFSHORE INCORPORATIONS LIMITED of P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the
laws of the British Virgin Islands hereby sign this Memorandum of Association the 24th day of
March, 2006.




Incorporator





/s/ Richard Reese 

(Sd.) TYNES, Richard Reese

Authorised Signatory

OFFSHORE INCORPORATIONS LIMITED





 











 






TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004




AMENDED AND RESTATED

ARTICLES OF ASSOCIATION



OF



China Linong International Limited



A COMPANY LIMITED BY SHARES




	1.	 	REGISTERED SHARES
	 
	1.1.	 	Every Shareholder is entitled to a certificate signed by a director or officer of the
Company, or any other person authorised by Resolution of Directors, or under the Seal
specifying the number of Shares held by him and the signature of the director, officer or
authorised person and the Seal may be facsimiles.
	 
	1.2.	 	Any Shareholder receiving a certificate shall indemnify and hold the Company and its
directors and officers harmless from any loss or liability which it or they may incur by
reason of any wrongful or fraudulent use or representation made by any person by virtue of the
possession thereof. If a certificate for Shares is worn out or lost it may be renewed on
production of the worn out certificate or on satisfactory proof of its loss together with such
indemnity as may be required by Resolution of Directors.
	 
	1.3.	 	If several Eligible Persons are registered as joint holders of any Shares, any one of such
Eligible Persons may give an effectual receipt for any Distribution.
	 
	2.	 	SHARES
	 
	2.1.	 	Shares and other Securities may be issued at such times, to such Eligible Persons, for such
consideration and on such terms as the directors may by Resolution of Directors determine.
	 
	2.2.	 	Section 46 of the Act (Pre-emptive rights) does not apply to the Company.
	 
	2.3.	 	A Share may be issued for consideration in any form,
including money, a promissory note, or
other written obligation to contribute money or property, real property, personal property
(including goodwill and know-how), services rendered or a contract for future services.
	 
	2.4.	 	The consideration for a Share with par value shall not be less than the par value of the
Share. If a Share with par value is issued for consideration less than the par value, the
person to whom the Share is issued is liable to pay to the Company an amount equal to the
difference between the issue price and the par value.
	 
	2.5.	 	No Shares may be issued for a consideration other than money, unless a Resolution of
Directors has been passed stating.






	 	(a)	 	the amount to be credited for the issue of the Shares;




 









 












	 	(b)	 	the determination of the directors of the reasonable present cash value of the
non-money consideration for the issue; and
	 
	 	(c)	 	that, in the opinion of the directors, the present cash value of the non-money
consideration for the issue is not less than the amount to be credited for the issue of
the Shares.






	2.6.	 	The consideration paid for any Share, whether a par value Share or a no par value Share,
shall not be treated as a liability or debt of the Company for the
purposes of






	 	(a)	 	the solvency test in Regulations 3 and 18; and
	 
	 	(b)	 	sections 197 and 209 of the Act.






	2.7.	 	The Company shall keep a register (the “register of members”) containing:






	 	(a)	 	the names and addresses of the Eligible Persons who hold Shares;
	 
	 	(b)	 	the number of each class and series of Shares held by each Shareholder;
	 
	 	(c)	 	the date on which the name of each Shareholder was entered in the register of
members; and
	 
	 	(d)	 	the date on which any Eligible Person ceased to be a Shareholder.






	2.8.	 	The register of members may be in any such form as the directors may approve, but if it is in
magnetic, electronic or other data storage form, the Company must be able to produce legible
evidence of its contents. Until the directors otherwise determine, the magnetic, electronic or
other data storage form shall be the original register of members.
	 
	2.9.	 	A Share is deemed to be issued when the name of the Shareholder is entered in the register of
members.
	 
	3.	 	REDEMPTION OF SHARES AND TREASURY SHARES
	 
	3.1.	 	Subject to receipt of all approvals required under the Memorandum or elsewhere in the
Articles, the Company may purchase, redeem or otherwise acquire and hold its own Shares save
that the Company may not purchase, redeem or otherwise acquire its own Shares without the
consent of Shareholders whose Shares are to be purchased, redeemed or otherwise acquired
unless the Company is permitted by the Act or any other provision in the Memorandum or
Articles to purchase, redeem or otherwise acquire the Shares without their consent.
	 
	3.2.	 	The Company may only offer to purchase, redeem or otherwise acquire Shares if the Resolution
of Directors authorising the purchase, redemption or other acquisition contains a statement
that the directors are satisfied, on reasonable grounds, that immediately after the
acquisition the value of the Company’s assets will exceed its liabilities and the Company will
be able to pay its debts as they fall due.
	 
	3.3.	 	Sections 60 (Process for acquisition of own Shares), 61 (Offer to one or more shareholders)
and 62 (Shares redeemed otherwise than at the option of company) of the Act shall not apply to
the Company.
	 
	3.4.	 	Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation
may be cancelled or held as Treasury Shares except to the extent that such Shares are in
excess of 50 percent of the issued Shares in which case they shall be cancelled but they shall
be available for reissue.
	 
	3.5.	 	All rights and obligations attaching to a Treasury Share are suspended and shall not be
exercised by the Company while it holds the Share as a Treasury Share.
	 
	3.6.	 	Treasury Shares may be transferred by the Company on such terms and conditions (not otherwise
inconsistent with the Memorandum and the Articles) as the Company may by Resolution or
Directors determine.




 









 












	3.7.	 	Where Shares are held by another body corporate of which the Company holds, directly or
indirectly, Shares having more than 50 percent of the votes in the election of directors of the
other body corporate, all rights and obligations attaching to the Shares held by the other body
corporate are suspended and shall not be exercised by the other body corporate.
	 
	4.	 	MORTGAGES AND CHARGES OF SHARES
	 
	4.1.	 	Subject to the Company and the Shareholders’ contractual obligations in connection with
restrictions on the transfer of share. Shareholders may mortgage or charge their Shares.
	 
	4.2.	 	There shall be entered in the register of members at the written request of the Shareholder.






	 	(a)	 	a statement that the Shares held by him are mortgaged or charged,
	 
	 	(b)	 	the name of the mortgagee or chargee; and
	 
	 	(c)	 	the date on which the particulars specified in subparagraphs (a) and (b) are entered
in the register of members.






	4.3.	 	Where particulars of a mortgage or charge are entered in the register of members, such
particulars may be cancelled:






	 	(a)	 	with the written consent of the named mortgagee or chargee or anyone authorised to
act on his behalf; or
	 
	 	(b)	 	upon evidence satisfactory to the directors of the discharge of the liability secured
by the mortgage or charge and the issue of such indemnities as the directors shall
consider necessary or desirable.






	4.4.	 	whilst particulars of a mortgage or charge over Shares are entered in the register of members
pursuant to this Regulation:






	 	(a)	 	no transfer of any Share the subject of those particulars shall be effected;
	 
	 	(b)	 	the Company may not purchase, redeem or otherwise acquire any such Share; and
	 
	 	(c)	 	no replacement certificate shall be issued in respect of such Shares,
	 
	 	without the written consent of the named mortgagee or chargee,






	5.	 	FORFEITURE
	 
	5.1.	 	Shares that are not fully paid on issue are subject to the forfeiture provisions set forth in
this Regulation and for this purpose Shares issued for a promissory note, other written
obligation to contribute money or property or a contract for future services are deemed to be
not fully paid.
	 
	5.2.	 	A written notice of call specifying the date for payment to be made shall be served on the
Shareholder who defaults in making payment in respect of the Shares.
	 
	5.3.	 	The written notice of call referred to in Sub-Regulation 5.2 shall name a further date not
earlier than the expiration of 14 days from the date of service of the notice on or before
which the payment required by the notice is to be made and shall contain a statement that in
the event of non-payment at or before the time named in the notice the Shares, or any of them,
in respect of which payment is not made will be liable to be forfeited.
	 
	5.4.	 	Where a written notice of call has been issued pursuant to Sub-Regulation 5.3 and the
requirements of the notice have not been complied with, the directors may, at any time before
tender of payment, forfeit and cancel the Shares to which the notice relates.




 









 












	5.5.	 	The Company is under no obligation to refund any moneys to the Shareholder whose Shares
have been cancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged
from any further obligation to the Company.
	 
	6.	 	TRANSFER OF SHARES
	 
	6.1.	 	Subject to the Memorandum and the Articles, Shares may be transferred by a written instrument
of transfer signed by the transferor and containing the name and address of the transferee,
which shall be sent to the Company for registration.
	 
	6.2.	 	The transfer of a Share is effective when the name of the transferee is entered on the
register of members.
	 
	6.3.	 	If the directors of the Company are satisfied that an instrument of transfer relating to
Shares has been signed but that the instrument has been lost or destroyed, they may resolve by
Resolution of Directors:






	 	(a)	 	to accept such evidence of the transfer of Shares as they consider appropriate; and
	 
	 	(b)	 	that the transferee’s name should be entered in the register of members
notwithstanding the absence of the instrument of transfer.






	6.4.	 	If a director refuses to register a transfer they shall notify the transferee within sixty
(60) days of such refusal.
	 
	6.5.	 	Subject to the Memorandum, the personal representative of a deceased Shareholder may transfer
a Share even though the personal representative is not a Shareholder at the time of the
transfer.
	 
	7.	 	MEETINGS AND CONSENTS OF SHAREHOLDERS
	 
	7.1.	 	Any director of the Company may convene meetings of the Shareholders at such times and in
such manner and places within or outside the British Virgin Islands as the director considers
necessary or desirable.
	 
	7.2.	 	Upon the written request of Shareholders entitled to exercise 30 percent or more of the
voting rights in respect of the matter for which the meeting is requested the directors shall
convene a meeting of Shareholders.
	 
	7.3.	 	The director convening a meeting shall give not less than 7 days’ notice of a meeting of
Shareholders to:






	 	(a)	 	those Shareholders whose names on the date the notice is given appear as Shareholders
in the register of members of the Company and are entitled to vote at the meeting; and
	 
	 	(b)	 	the other directors.






	7.4.	 	The director convening a meeting of Shareholders may fix as the record date for determining
those Shareholders that are entitled to vote at the meeting the date notice is given of the
meeting, or such other date as may be specified in the notice, being a date not earlier than
the date of the notice.
	 
	7.5.	 	A meeting of Shareholders held in contravention of the requirement to give notice is valid if
Shareholders holding at least 90 percent of the total voting rights on all the matters to be
considered at the meeting have waived notice of the meeting and, for this purpose, the
presence of a Shareholder at the meeting shall constitute waiver in relation to all the Shares
which that Shareholder holds.
	 
	7.6.	 	The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a
Shareholder or another director, or the fact that a Shareholder or another director has not
received notice, does not invalidate the meeting.
	 
	7.7.	 	A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and
vote on behalf of the Shareholder.




 









 












	7.8.	 	The instrument appointing a proxy shall be produced at the place designated for the
meeting before the time for holding the meeting at which the person named in such instrument
proposes to vote. The notice of the meeting may specify an alternative or additional place or
time at which the proxy shall be presented.
	 
	7.9.	 	The instrument appointing a proxy shall be in substantially the following form or such other
form as the chairman of the meeting shall accept as properly evidencing the wishes of the
Shareholder appointing the proxy.









[COMPANY NAME]



I/We being a Shareholder of the above Company HEREBY APPOINT                     
of                                          or failing him
                                      
   of                                          to
be my/our proxy to vote for me/us at the meeting of Shareholders to
be held on the ____ day
of                     , 20      and at any adjournment thereof.



(Any restrictions on voting to be inserted here.)



Signed
this       day of                                         , 20     




	 	 	 	 	 
	 	 	 	 
	 	
 	 	 
	 	Shareholder 	 	 






	7.10.	 	The following applies where Shares are jointly owned:






	 	(a)	 	if two or more persons hold Shares jointly each of them may be present in person or
by proxy at a meeting of Shareholders and may speak as a Shareholder;
	 
	 	(b)	 	if only one of the joint owners is present in person or by proxy he may vote on
behalf of all joint owners: and
	 
	 	(c)	 	if two or more of the joint owners are present in person or by proxy they must vote
as one.






	7.11.	 	A Shareholder shall be deemed to be present at a meeting of Shareholders if he participates
by telephone or other electronic means and all Shareholders participating in the meeting are
able to hear each other.
	 
	7.12.	 	A meeting of Shareholder is duly constituted if, at the commencement of the meeting, there
are present in person or by proxy (i) not less than a majority of the votes of the Shares
entitled to vote on Resolutions of Shareholders to be considered at the meeting, and (ii)
holders of not less than a majority of the Series A Shares.
	 
	7.13.	 	If within two hours from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of Shareholders, shall be dissolved; in any other
case it shall stand adjourned to the sixth (6th) business day in the jurisdiction in which the
meeting was to have been held at the same time and place or to such other time and place as
the directors may determine, and if at the adjourned meeting there are present within one hour
from the time appointed for the meeting in person or by proxy not less than two (2)
Shareholders entitled to vote on the matters to be considered by the meeting, those present
shall constitute a quorum but otherwise the meeting shall be dissolved.
	 
	7.14.	 	At every meeting of Shareholders, the Chairman of the Board shall preside as chairman of the
meeting. If there is no Chairman of the Board or if the Chairman of the Board is not present
at the meeting, the Shareholders present shall choose one of their number to be the chairman.
If the Shareholders are unable to choose a chairman for any reason, then the person
representing the greatest number of voting Shares present in person or by proxy at the meeting
shall preside as chairman failing which the oldest individual Shareholder or representative of
a Shareholder present shall take the chair.




 









 












	7.15.	 	The chairman may, with the consent of the meeting, adjourn any meeting from time to time,
and from place to place, but no business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took place.
	 
	7.16.	 	At any meeting of the Shareholders the chairman is responsible for deciding in such manner
as he considers appropriate whether any resolution proposed has been carried or not and the
result of his decision shall be announced to the meeting and recorded in the minutes of the
meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution,
he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman
fails to take a poll then any Shareholder present in person or by proxy who disputes the
announcement by the chairman of the result of any vote may immediately following such
announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a
poll is taken at any meeting, the result shall be announced to the meeting and recorded in the
minutes of the meeting.
	 
	7.17.	 	Subject to the specific provisions contained in this Regulation for the appointment of
representatives of Eligible Persons other than individuals the right of any individual to
speak for or represent a Shareholder shall be determined by the law of the jurisdiction where,
and by the documents by which, the Eligible Person is constituted or derives its existence. In
case of doubt, the directors may in good faith seek legal advice from any qualified person and
unless and until a court of competent jurisdiction shall otherwise rule, the directors may
rely and act upon such advice without incurring any liability to any Shareholder or the
Company.
	 
	7.18.	 	Any Eligible Person other than an individual which is a Shareholder may by resolution of its
directors or other governing body authorise such individual as it thinks fit to act as its
representative at any meeting of Shareholders or of any class of Shareholders, and the
individual so authorised shall be entitled to exercise the same rights on behalf of the
Shareholder which he represents as that Shareholder could exercise if it were an individual.
	 
	7.19.	 	The chairman of any meeting at which a vote is cast by proxy or on behalf of any Eligible
Person other than an individual may call for a notarially certified copy of such proxy or
authority which shall be produced within 7 days of being so requested or the votes cast by
such proxy or on behalf of such Eligible Person shall be disregarded.
	 
	7.20.	 	Directors of the Company may attend and speak at any meeting of Shareholders and at any
separate meeting of the holders of any class or series of Shares.
	 
	7.21.	 	An action that may be taken by the Shareholders at a meeting may also be taken by a
resolution consented to in writing, without the need for any notice, but if any Resolution of
Shareholders is adopted otherwise than by the unanimous written consent of all Shareholders, a
copy of such resolution shall forthwith be sent to all Shareholders not consenting to such
resolution. The consent may be in the form of counterparts, each counterpart being signed by
one or more Shareholders. If the consent is in one or more counterparts, and the counterparts
bear different dates, then the resolution shall take effect on the earliest date upon which
Shareholders holding a sufficient number of votes of Shares to constitute a Resolution of
Shareholders have consented to the resolution by signed counterparts.
	 
	8.	 	DIRECTORS
	 
	8.1.	 	The first directors of the Company shall be appointed by the first registered agent within 6
months of the date of incorporation of the Company, and thereafter, the directors shall be
elected by Resolution of Shareholders. The Company shall be managed by a Board of Directors
consisting of no more than seven (7) members, which number of members shall not be changed
except pursuant to an amendment to the Articles, Sequoia Capital China I, L.P. shall be
entitled to exclusively vote on a resolution of Shareholders to appoint and remove one (1)
director, and the holders of Ordinary Shares shall be entitled to exclusively vote on a
resolution of Shareholders to appoint and remove the remaining directors.
	 
	 	 	All resolutions of the Board of Directors shall be adopted by a majority of the directors
present, except as otherwise provided by law or in the Memorandum or the Articles.




 









 












	8.2.	 	No person shall be appointed as a director, or nominated as a reserve director, of the
Company unless he has consented in writing to be a director or to be nominated as a reserve
director.
	 
	8.3.	 	Subject to Sub-Regulation 8.1, the minimum number of directors shall be one and there shall
be no maximum number.
	 
	8.4.	 	Each director holds office for the term, if any, fixed by the Resolution of Shareholders or
the Resolution of Directors appointing him, or until his earlier death, resignation or
removal. If no term is fixed on the appointment of a director, the director serves
indefinitely until his earlier death, resignation or removal.
	 
	8.5.	 	Subject to Article 8.1 above, a director may be removed from office,






	 	(a)	 	with or without cause, by Resolution of Shareholders passed at a meeting of
Shareholders called for the purposes of removing the director or for purposes including
the removal of the director or by a written resolution passed by a least 75 percent of the
Shareholders of the Company entitled to vote; or
	 
	 	(b)	 	with cause, by Resolution of Directors passed at a meeting of directors called for
the purpose of removing the director or for purposes including the removal of the
director.






	8.6.	 	A director may resign his office by giving written notice of his resignation to the Company
and the resignation has effect from the date the notice is received by the Company or from
such later date as may be specified in the notice. A director shall resign forthwith as a
director if he is, or becomes, disqualified from acting as a director under the Act.
	 
	8.7.	 	The directors may at any time appoint any person to be a director either to fill a
vacancy or as an addition to the existing directors. Where the directors appoint a person as
director to fill a vacancy, the term shall not exceed the term that remained when the person
who has ceased to be a director ceased to hold office.
	 
	8.8.	 	A vacancy in relation to directors occurs if a director dies or otherwise ceases to hold
office prior to the expiration of his term of office.
	 
	8.9.	 	Where the Company only has one Shareholder who is an individual and that Shareholder is also
the sole director of the Company, the sole Shareholder/director may, by instrument in writing,
nominate a person who is not disqualified from being a director of the Company as a reserve
director of the Company to act in the place of the sole director in the event of his death.
	 
	8.10.	 	The nomination of a person as a reserve director of the Company ceases to have effect if:






	 	(a)	 	before the death of the sole Shareholder/director who nominated him,






	 	(i)	 	he resigns as reserve director, or
	 
	 	(ii)	 	the sole Shareholder/director revokes the nomination in writing; or






	 	(b)	 	the sole Shareholder/director who nominated him ceases to be able to be the sole
Shareholder/director of the Company for any reason other than his death.






	8.11.	 	The Company shall keep a register of directors containing:






	 	(a)	 	the names and addresses of the persons who are directors of the Company or who have
been nominated as reserve directors of the Company;
	 
	 	(b)	 	the date on which each person whose name is entered in the register was appointed as
a director, or nominated as a reserve director, of the Company;
	 
	 	(c)	 	the date on which each person named as a director ceased to be a director of the
Company;




 









 












	 	(d)	 	the date on which the nomination of any person nominated as a reserve director ceased
to have effect; and
	 
	 	(e)	 	such other information as may be prescribed by the Act.






	8.12.	 	The register of directors may be kept in any such form as the directors may approve, but if
it is in magnetic, electronic or other data storage form, the Company must be able to produce
legible evidence of its contents. Until a Resolution of Directors determining otherwise is
passed, the magnetic, electronic or other data storage shall be the original register of
directors.
	 
	8.13.	 	Subject to all other approvals required under the Memorandum or the Articles, the
Shareholders may, by Resolution of Directors, fix the emoluments of directors with respect to
services to be rendered in any capacity to the Company.
	 
	8.14.	 	A director is not required to hold a Share as a qualification to office.
	 
	8.15.	 	The Board shall establish a compensation committee (the “Compensation Committee”) to manage
certain compensation affairs of the Company, including implementing salary and equity
guidelines for the Company, approving compensation packages, severance agreements and
employment agreements for all senior managers (including but not limited to the chief
executive officer and the chief financial officer) as well as administering the Company’s
employee equity incentive plans, subject to the Company’s contractual obligations and any
limitations in the Memorandum and the Articles; provided that, any allocation of shares under
the Company’s employee equity incentive plans shall be subject to the Investors’ prior
approval.
	 
	9.	 	POWERS OF DIRECTORS
	 
	9.1.	 	The business and affairs of the Company shall be managed by, or under the direction or
supervision of, the directors of the Company. The director of the Company have all the powers
necessary for managing, and for directing and supervising, the business and affairs of the
Company. The directors may pay all expenses incurred preliminary to and in connection with the
incorporation of the Company and may exercise all such powers of the Company as are not by the
Act or by the Memorandum or the Articles required to be exercised by the Shareholders.
	 
	9.2.	 	Each director shall exercise his powers for a proper purpose and shall not act or agree to
the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each
director, in exercising his powers or performing his duties, shall act honestly and in good
faith in what the director believes to be the best interests of the Company.
	 
	9.3.	 	If the Company is the wholly owned subsidiary of a holding company, a director of the Company
may, when exercising powers or performing duties as a director, act in a manner which he
believes is in the best interests of the holding company even though it may not be in the best
interests of the Company.
	 
	9.4.	 	Any director which is a body corporate may appoint any individual as its duly authorised
representative for the purpose of representing it at meetings of the directors, with respect
to the signing of consents or otherwise.
	 
	9.5.	 	The continuing directors may act notwithstanding any vacancy in their body.
	 
	9.6.	 	The directors may by Resolution of Directors exercise all the powers of the Company to incur
indebtedness, liabilities or obligations and to secure indebtedness, liabilities or
obligations whether of the Company or of any third party.
	 
	9.7.	 	All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as shall from time to time be
determined by Resolution of Directors.




 









 












	9.8.	 	For the purposes of Section 175 (Disposition of assets) of the Act, the directors may by
Resolution of Directors determine that any sale, transfer, lease, exchange or other disposition
is in the usual or regular course of the business carried on by the Company and such
determination is, in the absence of fraud, conclusive.
	 
	10.	 	PROCEEDINGS OF DIRECTORS
	 
	10.1.	 	Any one director of the Company may call a meeting of the directors by sending a written
notice to each other director.
	 
	10.2.	 	The directors of the Company or any committee thereof may meet at such times and in such
manner and places within or outside the British Virgin Islands as the directors may determine
to be necessary or desirable.
	 
	10.3.	 	A director is deemed to be present at a meeting of directors if he participates by telephone
or other electronic means and all directors participating in the meeting are able to hear each
other.
	 
	10.4.	 	A director shall be given not less than seven (7) days’ notice of meetings of directors, but
a meeting of directors held without seven (7) days’ notice having been given to all directors
shall be valid if all the directors entitled to vote at the meeting who do not attend waive
notice of the meeting, and for this purpose the presence of a director at a meeting shall
constitute waiver by that director. The inadvertent failure to give notice of a meeting to a
director, or the fact that a director has not received the notice, does not invalidate the
meeting.
	 
	10.5.	 	A director may by a written instrument appoint an alternate who need not be a director and
the alternate shall be entitled to attend meetings in the absence of the director who
appointed him and to vote in place of the director until the appointment lapses or is
terminated.
	 
	10.6.	 	A meeting of directors is duly constituted for all purposes if at the commencement of the
meeting there are present in person or by alternate not less than three (3) directors, at
least one (1) of which shall be a director appointed by Sequoia Capital China I, L.P. If
within two hours from the time appointed for the meeting a quorum is not present, the meeting
shall stand adjourned to the sixth (6th) business day at the same time and place, and if at
the adjourned meeting there are present within one hour from the time appointed for the
meeting in person or by proxy not less than three (3) directors, those present shall
constitute a quorum but otherwise the meeting shall be dissolved.
	 
	10.7.	 	If the Company has only one director the provisions herein contained for meetings of
directors do not apply and such sole director has full power to represent and act for the
Company in all matters as are not by the Act, the Memorandum or the Articles required to be
exercised by the Shareholders. In lieu of minutes of a meeting the sole director shall record
in writing and sign a note or memorandum of all matters requiring a Resolution of Directors.
Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.
	 
	10.8.	 	At meetings of directors at which the Chairman of the Board is present, he shall preside as
chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board
is not present, the directors present shall choose one of their number to be chairman of the
meeting.
	 
	10.9.	 	An action that may be taken by the directors or a committee of directors at a meeting may
also be taken by a Resolution of Directors or a resolution of a committee of directors
consented to in writing by all directors or by all members of the committee, as the case may
be, without the need for any notice. The consent may be in the form of counterparts each
counterpart being signed by one or more directors. If the consent is in one or more
counterparts, and the counterparts bear different dates, then the resolution shall take effect
on the date upon which the last director has consented to the resolution by signed
counterparts.
	 
	11.	 	COMMITTEES




 









 












	11.1.	 	The directors may, by Resolution of Directors, designate one or more committees, each
consisting of one or more directors, and delegate one or more of their powers, including the
power to affix the Seal, to the committee. All resolutions of each of the committees of the
board of directors shall be adopted by a majority of the members of such committee.
	 
	11.2.	 	The directors have no power to delegate to a committee of directors any of the following
powers:






	 	(a)	 	to amend the Memorandum or the Articles;
	 
	 	(b)	 	to designate committees of directors;
	 
	 	(c)	 	to delegate powers to a committee of directors;
	 
	 	(d)	 	to appoint or remove directors;
	 
	 	(e)	 	to appoint or remove an agent;
	 
	 	(f)	 	to approve a plan of merger, consolidation or arrangement;
	 
	 	(g)	 	to make a declaration of solvency or to approve a liquidation plan; or
	 
	 	(h)	 	to make a determination that immediately after a proposed Distribution the value of
the Company’s assets will exceed its liabilities and the Company will be able to pay its
debts as they fall due.






	11.3.	 	Sub-Regulation 11.2(b) and (c) do not prevent a committee of directors, where authorised by
the Resolution of Directors appointing such committee or by a subsequent Resolution of
Directors, from appointing a sub-committee and delegating powers exercisable by the committee
to the sub-committee.
	 
	11.4.	 	The meeting and proceedings of each committee of directors consisting of 2 or more directors
shall be governed mutatis mutandis by the provisions of the Articles regulating the
proceedings of directors so far as the same are not superseded by any provisions in the
Resolutions of Directors establishing the committee.
	 
	11.5.	 	Where the directors delegate their powers to a committee of directors they remain
responsible for the exercise of that power by the committee, unless they believed on
reasonable grounds at all times before the exercise of the power that the committee would
exercise the power in conformity with the duties imposed on directors of the Company under the
Act.
	 
	12.	 	OFFICERS AND AGENTS
	 
	12.1.	 	The Company may by Resolution of Directors appoint officers of the Company at such times as
may be
considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, ‘a’
president and one or more vice-presidents, secretaries and treasurers and such other officers as may from
time to time be considered necessary or expedient. Any number of offices may be held by the same
person.
	 
	12.2.	 	The officers shall perform such duties as are prescribed at the time of their appointment subject to any
modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of
any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at
meetings of directors and Shareholders, the president to manage the day to day affairs of the Company,
the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform
such duties as may be delegated to them by the president, the secretaries to maintain the register of
members, minute books and records (other than financial records) of the Company and to ensure
compliance with all procedural requirements imposed on the Company by applicable law, and the
treasurer to be responsible for the financial affairs of the Company.
	 
	12.3.	 	The emoluments of all officers shall be fixed by Resolution of Compensation Committee.




 









 












	12.4.	 	The officers of the Company shall hold office until their successors are duly appointed,
but any officer
elected or appointed by the directors may be removed at any time, with or without cause, by Resolution
of Directors. Any vacancy occurring in any office of the Company may be filled by Resolution of
Directors.
	 
	12.5.	 	The directors may, by Resolution of Directors, appoint any person, including a person who is a director,
to be an agent of the Company.
	 
	12.6.	 	An agent of the Company shall have such powers and authority of the directors, including the
power and authority to affix the Seal, as are set forth in the Articles or in the Resolution
of Directors appointing the agent, except that no agent has any power or authority with
respect to the following:






	 	(a)	 	to amend the Memorandum or the Articles;
	 
	 	(b)	 	to change the registered office or agent;
	 
	 	(c)	 	to designate committees of directors;
	 
	 	(d)	 	to delegate powers to a committee of directors;
	 
	 	(e)	 	to appoint or remove directors;
	 
	 	(f)	 	to appoint or remove an agent;
	 
	 	(g)	 	to fix emoluments of directors;
	 
	 	(h)	 	to approve a plan of merger, consolidation or arrangement;
	 
	 	(i)	 	to make a declaration of solvency or to approve a liquidation plan;
	 
	 	(j)	 	to make a determination that immediately after a proposed Distribution the value of
the Company’s assets will exceed its liabilities and the Company will be able to pay its
debts as they fall due; or
	 
	 	(k)	 	to authorise the Company to continue as a company incorporated under the laws of a
jurisdiction outside the British Virgin Islands.






	12.7.	 	The Resolution of Directors appointing an agent may authorise the agent to appoint one or
more substitutes or delegates to exercise some or all of the powers conferred on the agent by
the Company.
	 
	12.8.	 	The director may remove an agent appointed by the Company and may revoke or vary a power
conferred on him.
	 
	13.	 	CONFLICT OF INTERESTS
	 
	13.1.	 	A director of the Company shall, forthwith after becoming aware of the fact that he is
interested in a transaction entered into or to be entered into by the Company, disclose the
interest to all other directors of the Company.
	 
	13.2.	 	For the purposes of Sub-Regulation 13.1, a disclosure to all other directors to the effect
that a director is a member, director or officer of another named entity or has a fiduciary
relationship with respect to the entity or a named individual and is to be regarded as
interested in any transaction which may, after the date of the entry into the transaction or
disclosure of the interest, be entered into with that entity or individual, is a sufficient
disclosure of interest in relation to that transaction.
	 
	13.3.	 	A director of the Company who is interested in a transaction entered into or to be entered
into by the Company may:






	 	(a)	 	vote on a matter relating to the transaction;




 









 












	 	(b)	 	attend a meeting of directors at which a matter relating to the transaction arises and
be included among the directors present at the meeting for the purposes of a quorum; and
	 
	 	(c)	 	sign a document on behalf of the Company, or do any other thing in his capacity as a
director, that relates to the transaction.






	 	 	and, subject to compliance with the Act shall not, by reason of his office be accountable to
the Company for any benefit which he derives from such transaction and no such transaction
shall be liable to be avoided on the grounds of any such interest or benefit
	 
	14.	 	INDEMNIFICATION
	 
	14.1.	 	Subject to the limitations hereinafter provided the Company shall indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts paid in
settlement and reasonably incurred in connection with legal, administrative or investigative
proceedings any person who:






	 	(a)	 	is or was it party or is threatened to be made a party to any threatened, pending or
completed
proceedings, whether civil, criminal, administrative or investigative, by reason of the
fact that the
person is or was a director of the Company; or
	 
	 	(b)	 	is or was, at the request of the Company, serving as a director of, or in any other
capacity is or was,
acting for, another body corporate or a partnership, joint venture, trust of other
enterprise.






	14.2.	 	The indemnity in Sub-Regulation 14.1 only applies if the person acted honestly and in good
faith with a view to the best interests of the Company and, in the case of criminal
proceedings, the person had no reasonable cause to believe that their conduct was unlawful.
	 
	14.3.	 	For the purposes of Sub-Regulation 14.2 a director acts in the best interests of the Company
if he acts in the best interests of






	 	(a)	 	the Company’s holding company: or
	 
	 	(b)	 	a Shareholder or Shareholders of the Company;






	 	 	in either case, in the circumstances specified in Sub-Regulation 9.3 or the Act, as the
case may be.
	 
	14.4	 	The decision of the directors as to whether the person acted honestly and in good faith and
with a view to the best interests of the Company and as to whether the person had no
reasonable cause to believe that his conduct was unlawful is, in the absence of fraud,
sufficient for the purposes of the Articles, unless a question of law is involved.
	 
	14.5.	 	The termination of any proceeding by any judgment, order, settlement, conviction or the
entering of a nolle prosequi does not, by itself, create a presumption that the person did not
act honestly and in good faith and with a view to the best interests of the Company or that
the person had reasonable cause to believe that his conduct was unlawful.
	 
	14.6.	 	Expenses, including legal fees, incurred by a director in defending any legal,
administrative or investigative proceedings may be paid by the Company in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf of the director
to repay the amount of it shall ultimately be determined that the director is not entitled to
be indemnified by the Company in accordance with Sub-Regulation 14.1.
	 
	14.7.	 	Expenses, including legal fees, incurred by a former director in defending any legal,
administrative or investigative proceeding may be paid by the company in advance of the final
disposition of such proceedings upon receipt of an undertaking by or on behalf of the former
director to repay the amount if it shall ultimately be determined that the former director is
not entitled to be indemnified by the Company in accordance with Sub-Regulation 14.1 and upon
such terms and conditions, if any, as the Company deems appropriate.




 









 












	14.8.	 	The indemnification and advancement of expenses provided by, or granted pursuant to, this
section is not exclusive of any other rights to which the person seeking indemnification or
advancement of expenses may be entitled under any agreement, Resolution of Shareholders,
resolution of disinterested directors or otherwise, both as acting in the person’s official
capacity and as to acting in another capacity while serving as a director of the Company.
	 
	14.9.	 	If a person referred to in Sub-Regulation 14.1 has been successful in defence of any
proceedings referred to in Sub-Regulation 14.1, the person is entitled to be indemnified
against all expenses, including legal fees, and against all judgments, fines and amounts paid
in settlement and reasonably incurred by the person in connection with the proceedings.
	 
	14.10.	 	The Company may purchase and maintain insurance in relation to any person who is or was a
director, officer or liquidator of the Company, or who at the request of the Company is or was
serving as a director, officer or liquidator of, or in any other capacity is or was acting
for, another company or a partnership, joint venture, trust or other enterprise, against any
liability asserted against the person and incurred by the person in that capacity, whether or
not the Company has or would have had the power to indemnify the person against the liability
as provided in the Articles.
	 
	15.	 	RECORDS
	 
	15.1.	 	The Company shall keep the following documents at the office of its registered agent:






	 	(a)	 	the Memorandum and the Articles;
	 
	 	(b)	 	the register of members, or a copy of the register of members;
	 
	 	(c)	 	the register of directors, or a copy of the register of directors; and
	 
	 	(d)	 	copies of all notices and other documents filed by the Company with the Registrar of
Corporate Affairs in the previous 10 years.






	15.2.	 	Until the directors determine otherwise by Resolution of Directors the Company shall keep
the original register of members and original register of directors at the office of its
registered agent.
	 
	15.3.	 	If the Company maintains only a copy of the register of members or a copy of the register of
directors at the office of its registered agent, it shall:






	 	(a)	 	within 15 days of any change in either register, notify the registered agent in
writing of the change; and
	 
	 	(b)	 	provide the registered agent with a written record of the physical address of the
place or places at which the original register of members or the original register of
directors is kept.






	15.4.	 	The Company shall keep the following records at the office of its registered agent or at
such other place or places, within or outside the British Virgin Islands, as the directors may
determine:






	 	(a)	 	minutes of meetings and Resolutions of Shareholders and classes of Shareholders;
	 
	 	(b)	 	minutes of meetings and Resolutions of Directors and committees of directors; and
	 
	 	(c)	 	an impression of the Seal.






	15.5.	 	Where any original records referred to in this Regulation are maintained other than at the
office of the registered agent of the Company, and the place at which the original records is
changed, the Company shall provide the registered agent with the physical address of the new
location of the records of the Company within 14 days of the change of location.




 









 












	15.6.	 	The records kept by the Company under this Regulation shall be in written form or either
wholly or partly as electronic records complying with the requirements of the Electronic
Transactions Act 2001 (No 5 of 2001) as from time to time amended or re-enacted.
	 
	16.	 	REGISTER OF CHARGES
	 
	 	 	The Company shall maintain at the office of its registered agent a register of charges in which
there shall be entered the following particulars regarding each mortgage, charge and other
encumbrance created by the Company:






	 	(a)	 	the date of creation of the charge;
	 
	 	(b)	 	a short description of the liability secured by the charge;
	 
	 	(c)	 	a short description of the property charged;
	 
	 	(d)	 	the name and address of the trustee for the security or, if there is no such trustee,
the name and address of the chargee;
	 
	 	(e)	 	unless the charge is a security to bearer, the name and address of the holder of the
charge; and
	 
	 	(f)	 	details of any prohibition or restriction contained in the instrument creating the
charge on the power of the Company to create any future charge ranking in priority to or
equally with the charge.






	17.	 	SEAL
	 
	 	 	The Company shall have a Seal and may have more than one Seal and references herein to the Seal
shall be references to every Seal which shall have been duly adopted by Resolution of
Directors. The directors shall provide for the safe custody of the Seal and for an imprint
thereof to be kept at the registered office. Except as otherwise expressly provided herein the
Seal when affixed to any written instrument shall be witnessed and attested to by the signature
of any one director or other person so authorised from time to time by Resolution of Directors.
Such authorisation may be before or after the Seal is affixed, may be general or specific and
may refer to any number of scalings. The directors may provide for a facsimile of the Seal and
of the signature of any director or authorised person which may be reproduced by printing or
other means on any instrument and it shall have the same force and validity as if the Seal had
been affixed to such instrument and the same had been attested to as hereinbefore described.
	 
	18.	 	DISTRIBUTIONS BY WAY OF DIVIDEND
	 
	18.1.	 	Subject to receipt of all approval required under the Memorandum or elsewhere in
the Articles, the directors of the Company may, by Resolution of Directors, authorise a
Distribution by way of dividend at a time and of an amount they think fit if they are
satisfied, on reasonable grounds, that, immediately after the Distribution, the value of the
Company’s assets will exceed its liabilities and the Company will be able to pay its debts as
they fall due.
	 
	18.2.	 	Dividends may be paid in money, Shares, or other property.
	 
	18.3.	 	Notice of any dividend that may have been declared shall be given to each Shareholder as
specified in Sub-Regulation 20.1 and all dividends unclaimed for 3 years after having been
declared may be forfeited by Resolution of Directors for the benefit of the Company.
	 
	18.4.	 	No dividend shall bear interest as against the Company and no dividend shall be paid on
Treasury Shares.
	 
	19.	 	ACCOUNTS AND AUDIT
	 
	19.1.	 	The Company shall keep records that are sufficient to show and explain the Company’s
transactions and that will, at any time, enable the financial position of the Company to be
determined with reasonable accuracy.




 









 












	19.2.	 	The Company may by Resolution of Shareholders call for the directors to prepare
periodically and make available a profit and loss account and a balance sheet. The profit and
loss account and balance sheet shall be drawn up so as to give respectively a true and fair
view of the profit and loss of the Company for a financial period and a true and fair view of
the assets and liabilities of the Company as at the end of a financial period.
	 
	19.3.	 	The Company may by Resolution of Shareholders call for the accounts to be examined by
auditors.
	 
	19.4.	 	The first auditors shall be appointed by Resolution of Directors; subsequent auditors shall
be appointed by Resolution of Shareholders or by Resolution of Directors.
	 
	19.5.	 	The auditors may be Shareholders, but no director or other officer shall be eligible to be
an auditor of the Company during their continuance in office.
	 
	19.6.	 	The remuneration of the auditors of the Company may be fixed by Resolution of Directors.
	 
	19.7.	 	The auditors shall examine each profit and loss account and balance sheet required to be
laid before a meeting of the Shareholders or otherwise given to Shareholders and shall state
in a written report whether or not:






	 	(a)	 	in their opinion the profit and loss account and balance sheet give a true and fair
view respectively of the profit and loss for the period covered by the accounts, and of
the assets and liabilities of the Company at the end of that period; and
	 
	 	(b)	 	all the information and explanations required by the auditors have been obtained.






	19.8.	 	The report of the auditors shall be annexed to the accounts and shall be read at the meeting
of Shareholders at which the accounts are laid before the Company or shall be otherwise given
to the Shareholders.
	 
	19.9.	 	Every auditor of the Company shall have a right of access at all times to the books of
account and vouchers of the Company, and shall be entitled to require from the directors and
officers of the Company such information and explanations as he thinks necessary for the
performance of the duties of the auditors.
	 
	19.10.	 	The auditors of the Company shall be entitled to receive notice of, and to attend any
meetings of Shareholders at which the Company’s profit and loss account and balance sheet are
to be presented.
	 
	20.	 	NOTICES
	 
	20.1.	 	Any notice, information or written statement to be given by the Company to Shareholders may
be given by personal service or by mail addressed to each Shareholder at the address shown in
the register of members.
	 
	20.2.	 	Any summons, notice, order, document, process, information or written statement to be served
on the Company may be served by leaving it, or by sending it by registered mail addressed to
the Company, at its registered office, or by leaving it with, or by sending it by registered
mail to, the registered agent of the Company.
	 
	20.3.	 	Service of any summons, notice, order, document, process, information or written statement
to be served on the Company may be proved by showing that the summons, notice, order,
document, process, information or written statement was delivered to the registered office or
the registered agent of the Company or that it was mailed in such time as to admit to its
being delivered to the registered office or the registered agent of the Company in the normal
course of delivery within the period prescribed for service and was correctly addressed and
the postage was prepaid.
	 
	21.	 	VOLUNTARY LIQUIDATION




 









 












	 	 	Subject to the provisions of the Memorandum, the Company may by Resolution of Shareholders
appoint a voluntary liquidator.
	 
	22.	 	CONTINUATION
	 
	 	 	The Company may by Resolution of Shareholders or by a resolution passed unanimously by all
directors of the Company continue as a company incorporated under the laws of a jurisdiction
outside the British Virgin Islands in the manner provided under those laws.




We, OFFSHORE INCORPORATIONS LIMITED of P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands for the purpose of incorporating a BVI Business Company under the
laws of the British Virgin Islands hereby sign these Articles of Association the 24th day of March,
2006.




	 	 	 	 	 
	Incorporator

 	 	 
	/s/ Richard Reese
 	 	 
	(Sd.) TYNES, Richard Reese 	 	 
	Authorised Signatory

OFFSHORE INCORPORATIONS LIMITED 	 	 
	 








 









 








EXHIBIT E




Disclosure Schedule




 











 





Disclosure Schedule



This is the Disclosure Schedule as defined in the Series A Preferred Share Purchase Agreement (the
“Agreement”) entered into today among China Linong International Limited (the “Company”), Land V.
Group Limited, Land V. Limited, Land V. Limited (Fujian), LandV Limited (Hangzhou), LandV Limited
(Tianjin), Land V. Limited (Liaoyang), Land V. Limited (Weifang), Land V. Limited (Shenzhen), Ma
Shing Yung, Luan Li, Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and
Sequoia Capital China Principals Fund I, L.P. (Sequoia Capital China I, L.P., Sequoia Capital China
Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. are collectively referred to
as the “Investors”) and relating to the issuance and sale by the Company to the investors of, in
the aggregate, the 215.06 Series A preferred shares, par value US$1.00 per share, of the Company.



Unless otherwise defined in this Disclosure Schedule, expressions defined in the Agreement have the
same meaning in this Disclosure Schedule.



The representations and warranties set out in section 3 of the Agreement (the “Warranties”) are
made and given subject to the disclosures in this Disclosure Schedule. If there is an inconsistency
between the Agreement and this Disclosure Schedule, this Disclosure Schedule shall prevail.



Although for ease of reference certain numbered paragraphs in schedule 1 to this Disclosure
Schedule correspond with particular paragraphs of section 3 of the Agreement, all disclosures in
this Disclosure Schedule do and are to be taken as relating to all such Warranties to which such
disclosures are reasonably expected to be applicable.



The contents of this Disclosure Schedule are confidential and the provisions of clause 8.11
(confidentiality and non-disclosure) of the Agreement shall apply to all such information as if set
out in full in this letter.





	1	 	General Disclosures
	 
	1.1	 	The Company is not and shall not be deemed to be in breach of any of the Warranties (and no
claim shall lie or liability attach) in respect of any matter fully and fairly disclosed in,
or deemed to be disclosed by, this Disclosure Schedule (and for this purpose “fully and fairly
disclosed” means disclosed in such manner and in such detail as to enable a reasonable buyer
to make an informed and accurate assessment of the matter concerned).




1









 






	1.2	 	In addition, any matter or information disclosed noted or referred to in the financial
statements to be delivered by the Company to the Investors pursuant to section 3.16 of the
Agreement are disclosed or are deemed to have been disclosed by this Disclosure Schedule.
	 
	2	 	Specific Disclosures
	 
	 	 	In addition, there are disclosed the specific matters set out in schedule 1 to this Disclosure
Schedule.




2









 






Schedule 1




Specific disclosures



	 	 	 	 	 	 	 	 	 	 	 
	Warranty reference	 	Annex A reference (if any)	 	Disclosure	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.2(d)

	 	 	 	Name of shareholder
	 	Type of shares
	 	No. of shares

	 

	 	 	 	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Grow Grand Limited
	 	Ordinary
	 	 	613	 
	 

	 	 	 	Magnetic Star Holdings Limited
	 	Ordinary
	 	 	60	 
	 

	 	 	 	Limewater Limited
	 	Ordinary
	 	 	60	 
	 

	 	 	 	Natural Eternity Limited
	 	Ordinary
	 	 	60	 
	 

	 	 	 	Honeycomb Assets Management Limited
	 	Ordinary
	 	 	70	 
	 

	 	 	 	Win Seasons Finance Ltd.
	 	Ordinary
	 	 	60	 
	 

	 	 	 	Valuetrue Investments Limited
	 	Ordinary
	 	 	77	 
	 

	 	 	 	Natural Scent Limited
	 	Ordinary
	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.6	 	C-65o B-20	 	(1) Land V. Limited (Fujian) entered into a loan agreement dated 28
February 2006 with Sun Jianguo whereby Land V. Limited borrowed
RMB10,800,800 from Sun Jianguo.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(2) Land V. Limited entered into a loan agreement dated 21 February 2006
with Ma Shing Yung, one of the Founders, whereby Land V. Group Limited
borrowed HK$10,000,000 from Ma Shing Yung.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(3) There are other short-term loans owing by Land V. Group Limited,
which amount to about HK$3,900,000 in aggregate, for which no written
loan agreements have been signed. The loans are interest free.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(4) There are other short-term loans owing by Land V. Limited, which
amount to about HK$1,700,000 in aggregate, for which no written loan
agreements have been signed. The loans are interest free.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(5) There are other short-term loans owing by the PRC Subsidiaries, which
amount to about RMB 3,000,000 in aggregate, for which no written loan
agreements have been signed. The loans are interest free.






3









 






	 	 	 	 	 	 	 	 	 	 	 
	Warranty reference	 	Annex A reference (if any)	 	Disclosure	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	3.7	 	B-18	 	The BMW car is registered in the name of Land V. Limited, but
it was paid by Madam Chiu Na Lai.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	All land leases signed by the Group Companies which, to the
best knowledge of the Group Companies, are required by PRC laws
and regulations to be submitted to the relevant government
authorities for filing have been so submitted for filing, but
there is no official document issued by such government
authorities acknowledging receipt of such applications for
filing, since the government authorities are not required to
give such acknowledgement under PRC laws.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	C-31	 	The date of the land lease contract  made between
Land V, Limited (Fujian) and the Committee of Villagers of
Dating (Production Team No. 3) of Qidu Town, Jiaocheng
District, Ningde Municipality  is 1 March 2006, but
the term of the land lease contract is stated to be from 1
March 2005 to 30 February 2015.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	C-32	 	The term of the land lease contract  (undated) made
between Land V. Limited (Fujian) and the Committee of Villagers
of Dating (Production Team No. 4) of Qidu Town, Jiaocheng
District, Ningde Municipality  is stated to be from
1 March 2005 to 30 February 2015.
	 
	 	 	 	 	 	 	 	 	 	 
	3.8	 	C-14o	 	Trademark
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	An application for registration of trademark dated 14 June 2005
was submitted by Land V. Limited (Fujian) to the Trademark
Office of the State Administration for Industry and Commerce
(application no.: 4718420). A Notice of Acceptance of
Registration Application was received on 17 August 2005.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	List of domain
names owned by Land V. Limited (Fujian)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
www.landvchina.com (expiry date: 21 June 2008)

www.landv.cn (expiry date: 13 March 2011)

www.land-v.com (the domain name was mistakenly registered by
the registration authority under the name of Xu Bo. Land V.
Limited (Fujian) has requested for a correction of the mistake
but the new registration certificate has not yet been issued.
	 
	 	 	 	 	 	 	 	 	 	 
	3.9	 	 	 	List of contracts
required to be provided under this section 3.9






4









 






	 	 	 	 	 	 	 	 	 	 	 
	Warranty reference	 	Annex A reference (if any)	 	Disclosure	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Please refer to the index set out in Annex A and the specific
disclosures on section 3.6.
	 
	 	 	 	 	 	 	 	 	 	 
	3.15	 	 	 	Except for vehicle insurance, none of the Group Companies has obtained
any other type of insurance coverage.
	 
	 	 	 	 	 	 	 	 	 	 
	3.19	 	 	 	Ma Shing Yung, one of the Founders, is (i) a director of China Linong
International Limited; (ii) the sole shareholder and sole director of
Grow Grand Limited, which is a shareholder of China Linong International
Limited; (iii) the sole director of Land V. Group Limited and (iv) a
director of Land V. Limited.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Luan Li, one of the Founders, is (i) a director of China Linong
International Limited; (ii) a Shareholder and director of Magnetic Star
Holdings Limited, which is a shareholder of China Linong International
Limited; (iii) a director of Land V. Limited; (iv) the legal
representative of Land V. Limited (Fujian), Land V Limited (Tianjin);
(v) the legal representative and executive director of Land V. Limited
(Shenzhen), Land V Limited (Hangzhou) and Land V. Limited (Weifang) and
(vi) the legal representative and the chairman of the board of directors
of Land V. Limited (Liaoyang).
	 
	 	 	 	 	 	 	 	 	 	 
	3.20	 	C-74	 	List of
employment agreements with senior management personnel
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Please refer to document C-74 in the index set out in Annex A for a
sample employment contract (the “Sample Employment Contract”) with
senior management personnel.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Below is a list of
senior management personnel (“Senior Personnel”) who
have signed employment agreements with the same terms (except the
compensation and scope of duty) as the Sample Employment Agreement:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	This is an English
translation	 	Mr. Ma Wenlie, Deputy General Manager of Fujian Company

Mr. Ye Quan, Deputy General Manager of Fujian Company

Mr. Wang Yongbin, Deputy General Manager of Shantou Base

Mr. Chen Xiaoou, Deputy General Manager of Hangzhou Company 

Mr. Bai Hongbo, Deputy General Manager of Shandong Company

Mr. Sun Lianrong, Deputy General Manager of Tianjin Company

Mr. Yan Shengren, Person in charge of Guyuan Base

Mr. Li Guoqing, Deputy General Manager of Liaoyang Company

Mr. Zhong Shumao, Person in charge of Huidong Base Group

Mr. Jiang Ronghai, who is responsible for the domestic sales of the Group

Mr. Lu Zhiyuan, who is in charge of the Fuzhou market and distribution
business of Fujian Company






5









 






	 	 	 	 	 	 	 	 	 	 	 
	Warranty reference	 	Annex A reference (if any)	 	Disclosure	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	This is an English
translation	 	Mr. Chen Xiaozhou, who is in charge of the
management work of domestic processing,
fresh keeping and packaging of the Group

Mr. Zhan Jian, who is responsible for the
management of materials supply and
infrastructure of bases of the Group

Ms. Li Qiongying, who is responsible for the
management of plant protection, seeds and
experiments of the Group

Mr. Gao Dengjin, who is responsible for the
financial management of the Group
 Key
technicians of individual bases: Li
Yongqiang; Li Zhengshou; Huang Jianhua;
Zhuang Zihua; Deng Liming;
Peng Yuanshui; Zhang Yinghai; Zhao Zhenwen;
Jiang Weidong; Zhuang Xudong; Chen Dazhou;
Li Yongguang;
Lei Chengfa; Cai Liangming
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Each of the employment agreements with the
Senior Personnel is for a term of three
years.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Among the Senior Personnel, the amount of
the highest compensation under the relevant
employment agreement is RMB7,000 per month.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	B-15a	 	Land V. Limited entered into an agreement
for subcontracting operation right
 with Liang Kang, a shareholder
of Magnetic Star Holdings Limited, which is
a shareholder of China Linong International
Limited, on 26 January 2006.
	 
	 	 	 	 	 	 	 	 	 	 
	3.23	 	 	 	Please refer to the index set out in Annex A.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	As regards the decisions in relation to the
operation of the PRC Subsidiaries in their
ordinary course of business, generally they
were made upon the oral consensus of the
senior management and no written minutes
have been prepared.
	 
	 	 	 	 	 	 	 	 	 	 
	3.25(b)	 	 	 	As at the date of this Disclosure Schedule,
only US$540,000 out of the registered
capital of Land V. Limited (Welfang) of
US$840,000 has been paid up.






6









 






Annex A




The Index




7











 





This is an English translation




LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





A. Land V. Group Limited (BVI)




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2005-03-24
	 	- Registrar of Corporate Affairs of BVI
	 	Certificate of Incorporation
	 
	 	 	 	 	 	 
	2

	 	2005-03-24
	 	- Offshore Incorporations HK Limited
	 	Certificate of Guarantee of Quality
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	 	 	- Land V. Group Limited
	 	Memorandum and Articles of Association
	 
	 	 	 	 	 	 
	4

	 	 	 	- Land V. Group Limited
	 	Amendments to Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Shareholders’
Agreements	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2005-10-19
	 	- Ma Shing Yung


- Luan Li

- Liang Kang

- XiaYu

- Law Kin Ip

- Fu Ming Xia

- Chiu Yi

- Lui Ming Ho

- Ma Wen Lie

- Wang Xiaogang

- Magnetic Star Holdings Limited

- Win Seasons Finance Ltd.

- Valuetrue Investments Limited

- Land V. Group Limited
	 	Subscription and Shareholders’ Agreement
relating to Land V. Group Limited
	 
	 	 	 	 	 	 
	5A

	 	2006-02-06
	 	- Ma Shing Yung
	 	Supplemental Agreement
	 

	 	 	 	- Luan Li	 	 
	 

	 	 	 	- Liang Kang	 	 
	 

	 	 	 	- Xia Yu	 	 
	 

	 	 	 	- Law Kin Ip	 	 
	 

	 	 	 	- Fu Ming Xia	 	 
	 

	 	 	 	- Chiu Yi	 	 
	 

	 	 	 	- Lui Ming Ho	 	 
	 

	 	 	 	- Ma Wen Lie	 	 
	 

	 	 	 	- Wang Xiaogang	 	 
	 

	 	 	 	- Magnetic Star Holdings Limited	 	 
	 

	 	 	 	- Win Seasons Finance Ltd.	 	 
	 

	 	 	 	- Valuetrue Investments	 	 
	 

	 	 	 	- Land V. Group Limited	 	 
	 
	 	 	 	 	 	 
	5B

	 	2006-02-06
	 	- Ma Shing Yung

- Luan Li

- Liang Kang
	 	Letter of confirmation and consent






1 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	- Xia Yu	 	 
	 

	 	 	 	- Law Kin Ip	 	 
	 

	 	 	 	- Fu Ming Xia	 	 
	 

	 	 	 	- Chiu Yi	 	 
	 

	 	 	 	- Lui Ming Ho	 	 
	 

	 	 	 	- Ma Wen Lie	 	 
	 

	 	 	 	- Wang Xiaogang	 	 
	 

	 	 	 	- Magnetic Star Holdings Limited	 	 
	 

	 	 	 	- Win Seasons Finance Ltd.	 	 
	 

	 	 	 	- Valuetrue Investments Limited	 	 
	 

	 	 	 	- Land V. Group Limited	 	 
	 
	 	 	 	 	 	 
	5C

	 	2006-03-16
	 	- Ma Shing Yung
	 	Supplemental Agreement
	 

	 	 	 	- Luan Li	 	 
	 

	 	 	 	- Liang Kang	 	 
	 

	 	 	 	- Xia Yu	 	 
	 

	 	 	 	- Law Kin Ip	 	 
	 

	 	 	 	- Fu Ming Xia	 	 
	 

	 	 	 	- Nishikawa Hiroko	 	 
	 

	 	 	 	- Ma Wen Lie	 	 
	 

	 	 	 	- Wang Xiaogang	 	 
	 

	 	 	 	- Li Jin	 	 
	 

	 	 	 	- Lu Rong	 	 
	 

	 	 	 	- Magnetic Star Holdings Limited	 	 
	 

	 	 	 	- Win Seasons Finance Ltd.	 	 
	 

	 	 	 	- Valuetrue Investments Limited	 	 
	 

	 	 	 	- Natural Scent Limited	 	 
	 

	 	 	 	- Grow Grand Limited	 	 
	 

	 	 	 	- Limewater Limited	 	 
	 

	 	 	 	- Natural Eternity Limited	 	 
	 

	 	 	 	- Honeycomb Assets Management Limited	 	 
	 

	 	 	 	- Land V. Group Limited	 	 
	 
	 	 	 	 	 	 
	5D

	 	2006-04-06
	 	- Ma Shing Yung
	 	Deed of Termination
	 

	 	 	 	- Luan Li	 	 
	 

	 	 	 	- Liang Kang	 	 
	 

	 	 	 	- Xia Yu	 	 
	 

	 	 	 	- Law Kin Ip	 	 
	 

	 	 	 	- Fu Ming Xia	 	 
	 

	 	 	 	- Nishikawa Hiroko	 	 
	 

	 	 	 	- Ma Wen Lie	 	 
	 

	 	 	 	- Wang Xiaogang	 	 
	 

	 	 	 	- Li Jin	 	 
	 

	 	 	 	- Lu Rong	 	 
	 

	 	 	 	- Magnetic Star Holdings Limited	 	 
	 

	 	 	 	- Win Seasons Finance Ltd.	 	 
	 

	 	 	 	- Valuetrue Investments Limited	 	 






2 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	- Natural Scent Limited	 	 
	 

	 	 	 	- Grow Grand Limited	 	 
	 

	 	 	 	- Limewater Limited	 	 
	 

	 	 	 	- Natural Eternity Limited	 	 
	 

	 	 	 	- Honeycomb Assets Management Limited	 	 
	 

	 	 	 	- Land V. Group Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	6

	 	 	 	- Land V. Group Limited
	 	Register of members
	 
	 	 	 	 	 	 
	6A

	 	 	 	- Land V. Group Limited
	 	Register of members
	 
	 	 	 	 	 	 
	6Aa

	 	 	 	- Land V. Group Limited
	 	Register of members
	 
	 	 	 	 	 	 
	6B

	 	 	 	- Land V. Group Limited
	 	Register of transfers
	 
	 	 	 	 	 	 
	6Ba

	 	 	 	- Land V. Group Limited
	 	Register of transfers
	 
	 	 	 	 	 	 
	7

	 	2005-04-25
	 	- Ma Shing Yung
	 	Application for share
	 
	 	 	 	 	 	 
	8

	 	 	 	- Land V. Group Limited
	 	Register of directors
	 
	 	 	 	 	 	 
	9

	 	2005-03-24
	 	- Offshore Incorporations Limited

(as sole subscriber)
	 	Appointment of first director(s)
	 
	 	 	 	 	 	 
	10

	 	2005-04-25
	 	- Ma Shing Yung
	 	Consent to act as a director
	 
	 	 	 	 	 	 
	 

	 	Shareholders’

and Directors’
Resolutions	 	 	 	 
	 
	 	 	 	 	 	 
	11

	 	2005-04-25
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company
	 
	 	 	 	 	 	 
	12

	 	2005-10-19
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company
	 
	 	 	 	 	 	 
	13

	 	2005-11-03
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company
	 
	 	 	 	 	 	 
	14

	 	2006-02-06
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company
	 
	 	 	 	 	 	 
	15

	 	2006-03-16
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company
	 
	 	 	 	 	 	 
	16

	 	2006-04-06
	 	- Ma Shing Yung (as sole director)
	 	Written resolutions of the sole
director of the company






3 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





B. Land V. Limited (HK)




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2001-10-31
	 	- Registrar of Companies in Hong Kong
	 	Certificate of incorporation
	 
	 	 	 	 	 	 
	2

	 	2004-03-17
	 	- Registrar of Companies in Hong Kong
	 	Certificate of change of company name
	 
	 	 	 	 	 	 
	2a

	 	2006-02-11
	 	- Registrar of Companies in Hong Kong
	 	Certificate of change of company name
	 
	 	 	 	 	 	 
	2b

	 	 	 	- Business Registration Office
	 	Business registration certificate
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	 	 	- Land V. Limited
	 	Memorandum and Articles of Association
	 
	 	 	 	 	 	 
	4

	 	 	 	- Land V. Limited
	 	Amended Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2005-10-31
	 	- Land V. Limited
	 	Form AR1
	 
	 	 	 	 	 	 
	6

	 	2006-02-06
	 	- Land V. Limited
	 	Form NC2
	 
	 	 	 	 	 	 
	7

	 	2006-02-06
	 	- Land V. Limited
	 	Form D2A
	 
	 	 	 	 	 	 
	8

	 	2006-02-06
	 	- Land V. Limited
	 	Form D3
	 
	 	 	 	 	 	 
	9

	 	2006-02-06
	 	- Land V. Limited
	 	Form D4
	 
	 	 	 	 	 	 
	10

	 	2006-02-06
	 	- Liang Kang

- Land V. Group Limited
	 	Instrument of transfer in respect of
Land V. Limited
	 
	 	 	 	 	 	 
	11

	 	2006-02-06
	 	- Liang Kang

- Land V. Group Limited
	 	Bought and sold notes
	 
	 	 	 	 	 	 
	12

	 	2006-02-06
	 	- Luan Li

- Land V. Group Limited
	 	Instrument of transfer in respect of
Land V. Limited
	 
	 	 	 	 	 	 
	13

	 	2006-02-06
	 	- Luan Li

- Land V. Group Limited
	 	Bought and sold notes
	 
	 	 	 	 	 	 
	 

	 	Shareholders’

and Directors’
Resolutions	 	 	 	 
	 
	 	 	 	 	 	 
	14

	 	2006-01-11
	 	- Liang Kang

- Luan Li

(as shareholders)
	 	Written resolutions of Land V. Limited
	 
	 	 	 	 	 	 
	 

	 	Business

Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	15

	 	2005-01-07
	 	- Liu Ganwang

- Land V. Limited
	 	Agreement for subcontracting
operating right (with a letter dated
December 13, 2004 to Liu






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	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Ganwang from Hong Kong
Vegetable Marketing Organization which
informed the successful bid attached)
	 
	 	 	 	 	 	 
	15a

	 	2006-01-26
	 	- Mr Liang Kang

- Land V. Limited
	 	Agreement for
subcontracting operating
right (with a letter dated
January 20, 2006 to Liang
Kang from Hong Kong
Vegetable Marketing
Organization which
informed the successful
bid attached)
	 
	 	 	 	 	 	 
	 

	 	Employees	 	 	 	 
	 
	 	 	 	 	 	 
	16

	 	 	 	 	 	List of employees
	 
	 	 	 	 	 	 
	17

	 	2005-05-25
	 	- Ma Shing Yung

- Luan Li

- Lui Ming Ho
	 	MPF membership certificates
	 
	 	 	 	 	 	 
	 

	 	Assets	 	 	 	 
	 
	 	 	 	 	 	 
	18

	 	 	 	 	 	List of assets
	 
	 	 	 	 	 	 
	19

	 	2004-07-20
	 	- BMW Concessionaries (H.K.) Ltd
	 	Invoice
	 

	 	 	 	- Land V. Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	Loan Contract	 	 	 	 
	 
	 	 	 	 	 	 
	20

	 	2006-02-21
	 	- Ma Shing Yung

- Land V. Limited
	 	Loan contract






5 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





C. Land V. Limited (Fujian) (PRC)




	 	 	 	 	 	 	 

	 

	 	Approval

Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2004-07-13
	 	- People’s Government of Fujian Province
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong, Macao
and Overseas Chinese in the People’s
Republic of China
	 
	 	 	 	 	 	 
	2

	 	2005-10-25
	 	- People’s Government of Fujian Province
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong, Macao
and Overseas Chinese in the People’s
Republic of China
	 
	 	 	 	 	 	 
	3

	 	2004-07-09
	 	- Bureau of Foreign Trade and Economic
Cooperation of Gulou District, Fuzhou
Municipality

- Land V. Limited of Hong Kong
	 	Reply concerning the Approval for the
Establishment of a Foreign-invested
Enterprise Land V. Limited (Fujian)
	 
	 	 	 	 	 	 
	 

	 	Business

Licenses	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	2005-04-04
	 	- Fuzhou Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	5

	 	2005-11-03
	 	- Fuzhou Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	5a

	 	2006-01-06
	 	- Fuzhou Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person (Duplicate)
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	6

	 	2004-06-20
	 	- Land V. Limited (Fujian)
	 	Articles of Association
	 
	 	 	 	 	 	 
	7

	 	2005-09-30
	 	- Land V. Limited
	 	Amendment to the Articles of Association
of Land V. Limited (Fujian)
	 
	 	 	 	 	 	 
	 

	 	Capital

Verification

Reports	 	 	 	 
	 
	 	 	 	 	 	 
	8

	 	2004-12-15
	 	- Fujian Tianlian CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	9

	 	2005-12-28
	 	- Fujian Lixin CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	10

	 	2005-05-25
	 	- Agricultural Bank of China, Hudong
Branch, Fuzhou Municipality
	 	Account opening certificate (for basic

deposit accounts)
	 
	 	 	 	 	 	 
	11

	 	2004-08-10
	 	- State Administration of Foreign
Exchange, Bureau of Fujian Province
	 	Foreign exchange registration certificate
	 
	 	 	 	 	 	 
	11a

	 	2005-05-13
	 	- State Administration of Foreign
Exchange, Bureau of Fujian Province
	 	Records of annual inspection
	 
	 	 	 	 	 	 
	12

	 	2004-07-28
	 	- National Taxation Bureau, Gulou District, Fuzhou Municipality
	 	Tax registration certificate of
foreign-invested enterprises (national
tax registration certificate)
	 
	 	 	 	 	 	 
	13

	 	2004-08-03
	 	- Foreign Tax Office under the Local
Taxation Bureau of Fuzhou Municipality
	 	Tax registration certificate of
foreign-invested enterprises (local tax
registration certificate)






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	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	14

	 	2005-11-16
	 	- National Taxation Bureau, Gulou District,

Fuzhou Municipality, Fujian Province
	 	Tax registration certificate of
foreign-invested enterprises
	 
	 	 	 	 	 	 
	 

	 	 	 	- Foreign Tax Office under the Local
Taxation Bureau of Fuzhou Municipality,
Fujian Province	 	 
	 
	 	 	 	 	 	 
	14a

	 	2005-03-20
	 	- Bureau of Health, Lianjiang County
	 	Health permit
	 
	 	 	 	 	 	 
	14b

	 	2004-11-24
	 	- Fujian Entry-Exit Inspection and
Quarantine Bureau
	 	Filing and registration
certificate for entities applying
for inspection
	 
	 	 	 	 	 	 
	 

	 	Environmental

Protection	 	 	 	 
	 
	 	 	 	 	 	 
	14c

	 	2005-12-14
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14d

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14e

	 	2005-12-14
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14f

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14g

	 	2006-01-11
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14h

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14i

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14j

	 	2005-12-14
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14k

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14l

	 	2005-12-16
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14m

	 	2005-12-14
	 	- Green Foods Development Center of Fujian
Province
	 	Certificate for non-polluting
agricultural products of Fujian
	 
	 	 	 	 	 	 
	14n

	 	2005-02
	 	- Land V. Limited (Fujian)
	 	Report on environmental impacts

caused by the construction

projects in Fujian Province
	 
	 	 	 	 	 	 
	 

	 	Trademark	 	 	 	 
	 
	 	 	 	 	 	 
	14o

	 	2005-08-17
	 	- Trademark Bureau of the State
Administration for Industry and Commerce
	 	Notice on acceptance of the
application for trademark
registration
	 
	 	 	 	 	 	 
	 

	 	Land Lease Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	15

	 	2005-01-01
	 	- Langqi Town Agricultural By-products and
Services Company (Party A)

- Land V. Limited (Fujian)
	 	Agreement for the leasing of
vegetables and non-staple foods
base 

(Langqi base)
	 
	 	 	 	 	 	 
	16

	 	2005-02-02
	 	- Yuanqian Village Economic Cooperative,
Langqi Town, Langqi Economic Zone, Fuzhou
Municipality (Party A)

- Land V. Limited (Fujian)
	 	Land lease agreement 

(Langqi base)






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	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 	 	 
	17

	 	2004-12-18	 	 	- Villagers Committee of
Xinting Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	17A

	 	2005-05-01	 	 	- Villagers Committee of
Xinting Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Confirmation for the area of
leased land (in relation to the
Land Lease Contract No. 17) (Hubei
base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	18

	 	2004-09-08	 	 	- Villagers Committee of
Jiucuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	19

	 	2004-09-08	 	 	- Villagers Committee of
Jiucuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	19A

	 	 	 	 	 	- Villagers Committee of
Jiucuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	19B

	 	2005-04-30	 	 	- Jiucuo Village Group 3, Hubei Township, Jiaocheng District, Ningde Municipality (Party A)
	 	Confirmation for the area of
leased land (Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	20

	 	2005-09-08	 	 	- Villagers Committee of
Xincuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	21

	 	2004-09-08	 	 	- Villagers Committee of
Xincuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	21A

	 	2005-05-31	 	 	- Villagers Committee of
Xincuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	21B

	 	2005-05-12	 	 	- Xincuo Village, Hubei
Township, Jiaocheng
District, Ningde
Municipality (Party A)

- Land V. Limited (Fujian)
	 	Confirmation for the area of
leased land (Hubei base)
	 
	 	 	 	 	 	 	 	 
	22

	 	2004-11-13	 	 	- Hubei Township Economic
Committee, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Hubei base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	23

	 	 	 	 	 	- Villagers Committee of
Huangcuo Village, Qidu
Town, Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 

(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	23A

	 	2005	 	 	- Villagers Committee of
Huangcuo Village Team No.
1, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 23) 

(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 






8 of 29









 






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	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 	 	 
	24

	 	 	 	 	 	- Villagers Committee of
Huangcuo Village (Team
No. 2), Qidu Town,
Jiaocheng District,
Ningde City (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	24A

	 	2005	 	 	- Villagers Committee of
Huangcuo Village Team No.
2, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 24) 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	25

	 	2004-03-01	 	 	- Villagers Committee of
Huangcuo Village Team No.
3, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	25A

	 	2005	 	 	- Villagers Committee of
Huangcuo Village Team No.
3, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 25) 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	26

	 	 	 	 	 	- Villagers Committee of
Huangcuo Village (Team
No. 7), Qidu Town,
Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	26A

	 	2005	 	 	- Villagers Committee of
Huangcuo Village (Team
No. 7), Qidu Town,
Jiaocheng District,
Ningde City (Parry A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 26) 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	27

	 	 	 	 	 	- Villagers Committee of
Huangcuo Village (Team
No. 8), Qidu Town,
Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	27A

	 	2005	 	 	- Villagers Committee of
Huangcuo Village Team No.
8, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 27) 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	28

	 	 	 	 	 	- Villagers Committee of
Dating Village
(Production Group No. 7),
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	29

	 	 	 	 	 	- Villagers Committee of
Dating Village
(Production Group Nos. 11
and 13), Qidu Town,
Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	30

	 	 	 	 	 	- Villagers Committee of
Dating Village
(Production Group No. 2),
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	31

	 	2006-03-01	 	 	- Villagers Committee of
Dating Village
(Production Group No. 3),
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	32

	 	 	 	 	 	- Villagers Committee of
Dating Village
(Production Group No. 4),
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)






9 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	33

	 	 	 	 	 	- Villagers Committee of
Dating Village
(Production Group No. 4),
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	34

	 	2005-01-19	 	 	- Villagers Committee of
Beihe Village Team No. 1,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	34A

	 	2005	 	 	- Villagers Committee of
Beihe Village Team No. 1,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 34)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	35

	 	2005-01-19	 	 	- Villagers Committee of
Beihe Village Team No. 2,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	35A

	 	2005	 	 	- Villagers Committee of
Beihe Village Team No. 2,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contract No. 34)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	36

	 	2004-07-29	 	 	- Villagers Committee of
Beihe Village Team No. 3,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	37

	 	2004-07-29	 	 	- Villagers Committee of
Beihe Village Team No. 4,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	38

	 	2004-07-29	 	 	- Villagers Committee of
Beihe Village Team No. 5,
Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	39

	 	2004-07-29	 	 	- Villagers Committee of
Beihe Village Team No.
12, Qidu Town, Jiaocheng
District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	39A

	 	2005-01-18	 	 	- Villagers Committee of
Beihe Village (Six
Production Groups —
Group Nos. 1, 2, 3, 4, 5
and 12), Qidu Town,
Jiaocheng District,
Ningde Municipality
(Party A)
	 	Supplemental agreement 

(in
relation to the land lease
contracts Nos. 34, 35, 36, 37,
38, 39)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	40

	 	 	 	 	 	- Villagers Committee of
Dongcuo Village, Qidu
Town, Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	41

	 	2005-01-20	 	 	- Villagers Committee of
Sanle Village, Qidu Town,
Jiaocheng District,
Ningde Municipality
(Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	42

	 	2004-03-01	 	 	- Villagers Committee of
Gongqitou Village, Qidu
Town, Jiaocheng District,
Ningde
	 	Land lease contract 
(Qidu base)






10 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	Municipality (Party A)	 	 
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	42A

	 	2005-01-19
	 	- Villagers Committee of Gongqitou
Village (Team Nos. 10 and 11), Qidu Town,
Jiaocheng District, Ningde Municipality
(Party A)
	 	Supplemental agreement 

(in relation to the
land lease contract No. 42) 
(Qidu base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	43

	 	2004-08-15
	 	- Villagers Committee of Hegan Village,
Qidu Town, Jiaocheng District, Ningde
Municipality (Party A)
	 	Land lease contract 
(Qidu base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	43A

	 	2004-08-15
	 	- Villagers Committee of Hegan Village,
Qidu Town, Jiaocheng District, Ningde
Municipality (Party A)
	 	Supplemental agreement 

(in relation to the
land lease contract No. 43)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	43B

	 	 	 	- 31 villagers of Hegan Village, Qidu Town
	 	Signature book showing the consent of the
village as contractor to lease lands to
Linong
	 
	 	 	 	 	 	 
	44

	 	2005-03-01
	 	- Ningde Yifeng Agriculture Technology
Co., Ltd. (Party A)
	 	Land lease (sub-lease) contract 
(Qidu base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	45

	 	2004-11-28
	 	- Villagers Committee of Yujing Village,
Mabi Town, Lianjiang County (Party A)
	 	Land lease contract 

(Lianjiang base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	46

	 	2005-01-05
	 	- Villagers Committee of Daiyun Village,
Aojiang Town, Lianjiang County (Party A)
	 	Land lease contract 

(Lianjiang base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	47

	 	2005-01-05
	 	- Villagers Committee of Shitou Village,
Aojiang Town, Lianjiang County (Party A)
	 	Land lease contract 

(Lianjiang base)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	47A

	 	2005-01-05
	 	- Villagers Committee of Shitou Village,
Aojiang Town, Lianjiang County
	 	Supplemental agreement
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	47B

	 	2005-06-06
	 	- Villagers Committee of Shitou Village,
Aojiang Town, Lianjiang County (Party A)
	 	Supplemental agreement
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	48

	 	2005-03-30
	 	- Fuzhou Longlin Comprehensive
Agricultural Development Co., Ltd. (Party
A)

- Land V. Limited (Fujian) 

(with the
contract for contracting the forest lands
of Guloudang Forest Farm, Rixi Township,
Jin’an District between the People’s
Government of Rixi Township (Forest Farm)
and Fuzhou Longlin Comprehensive
Agricultural Development Co., Ltd.
attached)
	 	Contract for sub-contracting the forest
lands of Guloudang Forest Farm, Rixi
Township, Jin’an District (Forest Farm)
	 
	 	 	 	 	 	 
	49

	 	2005-01-28
	 	- Committee of Dabu Village, Dating Town,
Huidong County, Guangdong Province (Party
A)
	 	Land lease contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	50

	 	2005-01-01
	 	- Tianjin Longtai Technology Development
Co., Ltd. (Party A)
	 	Land lease contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	51

	 	2005-02-03
	 	- Agricultural Development Office of
Guyuan County, Hebei Province (Party A)
	 	Land lease contract






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LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	52

	 	2005-06-14
	 	- Cai Yingguo (Party A)
	 	Land sub-lease contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	53

	 	2005-06-14
	 	- Cai Yingguo (Party A)
	 	Land sub-lease contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	 

	 	Business Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	54

	 	2005-05-13

2005-05-17
	 	- Wal-Mart (China) Investment Co. Ltd.

- Land V. Limited (Fujian)
	 	Supplier Agreement (Confirmation on
Amendment to Supplier Agreement
attached)
	 
	 	 	 	 	 	 
	55

	 	2005-10-19
	 	- Fujian New Hua Du Supermarket Co.,
Ltd. (Buyer)

- Land V. Limited (Fujian)
	 	Supplemental agreement to the supply
and purchase contract, and purchase
contract
	 
	 	 	 	 	 	 
	55a

	 	2006-02-27
	 	- Fujian New Hua Du Supermarket Co.,
Ltd.
- Land V. Limited (Fujian)
	 	Supplemental agreement to the supply
and purchase contract, and purchase
contract
	 
	 	 	 	 	 	 
	 

	 	Premises Lease

Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	56

	 	2004-12-08
	 	- Food Management Station, Hubei

Township, Jiaocheng District, Ningde

Municipality, Fujian (Party A)
	 	Lease contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	56A

	 	2004-12-08
	 	- Food Management Station, Hubei

Township, Jiaocheng District, Ningde

Municipality, Fujian (Party A)
	 	Supplemental agreement 

(in relation
to the lease contract No. 56)
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	57

	 	2004-10-12
	 	- Hubei Township Economic Committee

(Party A)
	 	Agreement for the leasing of premises
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	 

	 	Land and Premises
Transfer Contract	 	 	 	 
	 
	 	 	 	 	 	 
	58

	 	2004-12-14
	 	- Shiyi Foodstuffs Co., Ltd. of
Lianjiang County (Party A)
	 	Contract for the transfer and change
of lands and properties
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	 

	 	Property Ownership

Certificates/Land

Use Right

Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	59

	 	 	 	- Construction Bureau of Lianjiang County
	 	Property ownership certificate
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	60

	 	2005-08-02
	 	- People’s Government of Lianjiang County
	 	Land use right certificate
	 

	 	 	 	- Bureau of Land and Resources of
Lianjiang County	 	 
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	 

	 	Procurement

Contracts	 	 	 	 






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LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	61

	 	2005-08-10
	 	- Land V. Limited (Fujian)
	 	Procurement contract
	 

	 	 	 	- Beijing Hualian Mechanical and
Electrical Technology and Equipment
Company (Party B)	 	 
	 
	 	 	 	 	 	 
	62

	 	2005-08-29
	 	- Land V. Limited (Fujian)
	 	Procurement contract
	 

	 	 	 	- Beijing Hualian Mechanical and
Electrical Technology and Equipment
Company (Party B)	 	 
	 
	 	 	 	 	 	 
	63

	 	2005-10-13
	 	- Land V. Limited (Fujian)
	 	Procurement contract
	 

	 	 	 	- Beijing Hualian Mechanical and
Electrical Technology and Equipment
Company (Party B)	 	 
	 
	 	 	 	 	 	 
	64

	 	2005-08-10
	 	- Land V. Limited (Fujian)
	 	Procurement contract
	 

	 	 	 	- Beijing Hualian Mechanical and
Electrical Technology and Equipment
Company (Party B)	 	 
	 
	 	 	 	 	 	 
	65

	 	2005-03-15
	 	- Land V. Limited (Fujian)
	 	Contract
	 

	 	 	 	- Shenzhen Yunzhou Science & Technology
Co., Ltd. (Party B)	 	 
	 

	 	 	 	- Shenzhen Jianyuxing Industrial Co., Ltd.	 	 
	 
	 	 	 	 	 	 
	65a

	 	2004-12-30
	 	- Land V. Limited (Fujian)

- Shengzhou Huali Refrigeration Equipment
Factory
	 	Contract for the custom-made of refrigerators
for fresh-keeping purpose
	 
	 	 	 	 	 	 
	65b

	 	2006-02-28
	 	- Land V. Limited (Fujian)

- Shenzhen Yunzhou Science & Technology
Co., Ltd.
	 	Contract relating to refrigerators for
vegetables preservation
	 
	 	 	 	 	 	 
	65c

	 	2006-01-09
	 	- Land V. Limited (Fujian)

- Shanghai Yingxiang Refrigeration
Equipment Co., Ltd.
	 	Contract for the construction of refrigerators
	 
	 	 	 	 	 	 
	65d

	 	2004-10-08
	 	- Land V. Limited (Fujian)

- Wuxi Goldenstar Agro-Shed Co., Ltd.
	 	Contract for the sale and purchase of
steel-structured sheds
	 
	 	 	 	 	 	 
	65e

	 	2005-05-16
	 	- Land V. Limited (Fujian)

- Taiyuan Xingfa Mountain Pute Plastic
Factory, Sales Department of Chaoyang,
Beijing
	 	Contract for the purchase of turnover boxes
	 
	 	 	 	 	 	 
	 

	 	Construction

Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	65f

	 	2004-09-24
	 	- Land V. Limited (Fujian)

- Xiesheng Decoration and Engineering
Co., Ltd.
	 	Contract for the decoration of a culture room
in Langqi base
	 
	 	 	 	 	 	 
	65g

	 	2005-03-19
	 	- Land V. Limited (Fujian)

- Fujian Aojiang Construction and
Engineering Company
	 	Contract for the redevelopment of a
processing factory and dormitory in Hubei
base
	 
	 	 	 	 	 	 
	65h

	 	2004-12-15
	 	- Land V. Limited (Fujian)

- Fujian Aojiang Construction and
Engineering Company
	 	Contract for the redevelopment of a
processing factory in Lianjiang
	 
	 	 	 	 	 	 
	65i

	 	2005-07-29
	 	- Land V. Limited (Fujian)

- Xiamen Green World Horticulture
Construction Co., Ltd.
	 	Contracting contract for the alteration of
sprinkler irrigation system in Shantou base
	 
	 	 	 	 	 	 
	65j

	 	2005-09-17
	 	- Land V. Limited (Fujian)

- Xiamen Green World Horticulture
Construction Co., Ltd.
	 	Contracting contract for the drip irrigation

system under Mulch Film in Shantou base
	 
	 	 	 	 	 	 
	65k

	 	2005-08-03
	 	- Land V. Limited (Fujian)

- Xiamen Green World Horticulture
Construction Co., Ltd.
	 	Contracting contract for the micro-spraying system in Shantou base






13 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	65l

	 	2005-08-03
	 	- Land V. Limited (Fujian)

- Xiamen Green World
Horticulture Construction
Co., Ltd.
	 	Contracting contract for the
digging of wells in Shantou
base for irrigation purpose
	 
	 	 	 	 	 	 
	65m

	 	2006-01-10
	 	- Land V. Limited (Fujian)

- Fuzhou Jiuzhou
Steel-structured
Greenhouse Engineering
Co., Ltd.
	 	Contract for the construction
of a processing factory in
Shantou base
	 
	 	 	 	 	 	 
	65n

	 	2006-03-03
	 	- Land V. Limited (Fujian)

- Fuzhou Jiuzhou
Steel-structured
Greenhouse Engineering
Co., Ltd.
	 	Contract for the construction
of a processing factory in
Huidong base
	 
	 	 	 	 	 	 
	 

	 	Loan Contract	 	 	 	 
	 
	 	 	 	 	 	 
	65o

	 	2006-02-28
	 	- Sun Jianguo
	 	Loan contract
	 

	 	 	 	- Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 
	 

	 	Taxation	 	 	 	 
	 
	 	 	 	 	 	 
	66

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	67

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	68

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	69

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	70

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	71

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	72

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	73

	 	 	 	- Foreign Tax Office
under the Local Taxation
Bureau of Fuzhou
Municipality (Chop)
	 	General tax payment certificate
	 
	 	 	 	 	 	 
	 

	 	Labor Contract	 	 	 	 
	 
	 	 	 	 	 	 
	74

	 	2005-01-19
	 	- Land V. Limited (Fujian)
	 	Labor contract
	 

	 	 	 	- Lu Zhiyuan	 	 






14 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





D. Land V. Limited (Shenzhen)




	 	 	 	 	 	 	 

	 

	 	Approval

Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2004-04-15
	 	- People’s Government of Shenzhen
Municipality
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong,
Macao and Overseas Chinese in the
People’s Republic of China
	 
	 	 	 	 	 	 
	2

	 	2004-04-15
	 	- Foreign Trade and Economic Cooperation
Bureau of Shenzhen Municipality 

- Hong Kong Lianyu Development Co., Ltd.
	 	Notice on the Establishment of a
Foreign-invested Enterprise Land V.
Limited (Shenzhen)
	 
	 	 	 	 	 	 
	 

	 	Business Licenses	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	2004-10-12
	 	- Shenzhen Administration for Industry and
Commerce
	 	Business License for an Enterprise

as a Legal Person
	 
	 	 	 	 	 	 
	3a

	 	 	 	- Shenzhen Administration for Industry and
Commerce
	 	Business License for an Enterprise
as a Legal Person (Records of
annual inspection)
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	2004-04-08
	 	- Land V. Limited (Shenzhen)
	 	Articles of Association
	 
	 	 	 	 	 	 
	5

	 	2004-08-17
	 	- Land V. Limited
	 	Supplemental Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Capital

Verification Report	 	 	 	 
	 
	 	 	 	 	 	 
	6

	 	2004-06-28
	 	- Guangzhou Huijian Certified Public
Accountants Ltd.
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	7

	 	2005-09-07
	 	- Shanghai Pudong Development Bank,

Shenzhen Branch, Central District

Sub-branch
	 	Account opening certificate (for

basic deposit accounts)
	 
	 	 	 	 	 	 
	8

	 	2004-06-08
	 	- State Administration of Foreign
Exchange, Shenzhen Branch
	 	Foreign exchange registration
certificate of foreign-invested
enterprises
	 
	 	 	 	 	 	 
	8a

	 	2005-05-20
	 	 	 	Records of annual inspection
	 
	 	 	 	 	 	 
	9

	 	2004-05-18
	 	- National Taxation Bureau of Shenzhen
Municipality
	 	Tax registration certificate

(national tax registration

certificate)
	 
	 	 	 	 	 	 
	10

	 	2004-05-17
	 	- Local Taxation Bureau of Shenzhen
Municipality
	 	Tax registration certificate (local

tax registration certificate)
	 
	 	 	 	 	 	 
	11

	 	2005-04-13
	 	- Bureau of Health of Shenzhen Municipality
	 	Health certificate (duplicate)
	 
	 	 	 	 	 	 
	 

	 	Environmental

Protection	 	 	 	 
	 
	 	 	 	 	 	 
	11a

	 	2004-12-16
	 	- Environmental Protection Bureau of
Shenzhen Municipality
	 	Reply for the examination of
environmental impact caused by
construction projects
	 
	 	 	 	 	 	 
	 

	 	Lease Contract	 	 	 	 
	 
	 	 	 	 	 	 
	12

	 	2004-06-07
	 	- Zhang Qiaozhen (Party A)
	 	Premises lease contract






15 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	- Land V. Limited (Shenzhen)	 	 
	 
	 	 	 	 	 	 
	 

	 	Procurement Contract	 	 	 	 
	 
	 	 	 	 	 	 
	13

	 	2004-06-16
	 	- Land V. Limited (Shenzhen)
	 	Contract
	 

	 	 	 	- Shenzhen Yunzhou Science &
Technology Co., Ltd.	 	 






16 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





E. Land V. Limited (Hangzhou) (PRC)




	 	 	 	 	 	 	 

	 

	 	Approval Certificate	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2004-08-27
	 	- People’s Government of Zhejiang Province
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong, Macao
and Overseas Chinese in the People’s
Republic of China
	 
	 	 	 	 	 	 
	 

	 	Business Licenses	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	2005-09-20
	 	- Hangzhou Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	2a

	 	2005-09-20
	 	- Hangzhou Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person (duplicate)
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	2004-07-20
	 	- Land V. Limited (Hangzhou)
	 	Articles of Association
	 
	 	 	 	 	 	 
	4

	 	2004-08-24
	 	- Investment Promotion Bureau of Hangzhou
Economic and Technology Development
Zone
- Land V. Limited (Hangzhou)
	 	Reply concerning the Approval for the
Establishment of a Foreign-invested
Enterprise Land V. Limited (Hangzhou)
	 
	 	 	 	 	 	 
	 

	 	Capital Verification

Reports	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2004-12-14
	 	- Zhejiang Zhonghui CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	6

	 	2005-09-14
	 	- Zhejiang Zhongxin CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	7

	 	2005-06-14
	 	- Agricultural Bank of China, Yuhang
Qiaosi Sub-branch, Hangzhou
	 	Account opening certificate (for basic

deposit accounts)
	 
	 	 	 	 	 	 
	8

	 	2004-10-10
	 	- State Administration of Foreign
Exchange, Zhejiang Bureau
	 	Foreign exchange registration certificate
	 
	 	 	 	 	 	 
	8a

	 	2005-04-19
	 	 	 	Records of annual inspection
	 
	 	 	 	 	 	 
	9

	 	2005-09-26
	 	- National Taxation Bureau of Hangzhou
Municipality, Zhejiang Province

- Local Taxation Bureau of Hangzhou
Municipality, Zhejiang Province
	 	Tax registration certificate (duplicate)
	 
	 	 	 	 	 	 
	10

	 	2004-11-26
	 	- Fujian Entry-Exit Inspection and
Quarantine Bureau
	 	Health registration certificate
	 
	 	 	 	 	 	 
	 

	 	Contracting

Contract

for Land	 	 	 	 
	 
	 	 	 	 	 	 
	11

	 	2006-03-15
	 	- Land V. Limited (Hangzhou)

- No. 6 Farm of Qiaosi Farm
	 	Contract for the contracting and
operation of lands
	 
	 	 	 	 	 	 
	 

	 	Custom-made

Contract	 	 	 	 
	 
	 	 	 	 	 	 
	12

	 	2004-06-30
	 	- Land V. Limited (Hangzhou)

- Shcngzhou Huali Refrigeration Equipment
Factory
	 	Contract for the custom-made of
refrigerators for fresh-keeping purpose






17 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





F. Land V. Limited (Weifang) (PRC)




	 	 	 	 	 	 	 

	 

	 	Approval Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	15

	 	2005-01-31
	 	- People’s Government of Shandong Province
	 	Certificate of Approval for Establishment
of Enterprises with Foreign Investment in
the People’s Republic of China
	 
	 	 	 	 	 	 
	2

	 	2005-01-26
	 	- Foreign Trade and Economic Cooperation
Bureau of Anqiu Municipality

- Land V. Limited
	 	Reply concerning the Feasibility Study
Report of a Wholly Foreign Owned
Enterprise Land V. Limited (Weifang)
	 
	 	 	 	 	 	 
	3

	 	2005-01-31
	 	- Foreign Trade and Economic Cooperation
Bureau of Weifang Municipality

- Land V. Limited
	 	Reply concerning the Approval for the
Establishment of a Wholly Foreign Owned
Enterprise Land V. Limited (Weifang)
	 
	 	 	 	 	 	 
	4

	 	2005-01-06
	 	- People’s Government of Anqiu
Municipality
- Land V. Limited
	 	Reply concerning the operation of Land V.
Limited (Weifang)
	 
	 	 	 	 	 	 
	 

	 	Business

License	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2005-11-18
	 	- Weifang Administration for Industry and
Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	6

	 	2005-01
	 	- Land V. Limited
	 	Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Capital Verification

Reports	 	 	 	 
	 
	 	 	 	 	 	 
	7

	 	2005-06-07
	 	- Shandong Xinhua CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	8

	 	2005-09-13
	 	- Shandong Xinhua CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	9

	 	2005-05-30
	 	- Bank of China, Anqiu Branch
	 	Account opening certificate (for basic

deposit accounts)
	 
	 	 	 	 	 	 
	10

	 	2005-04-19
	 	- State Administration of Foreign Exchange,
Anqiu Sub-branch
	 	Foreign exchange registration certificate
	 
	 	 	 	 	 	 
	11

	 	2005-04-19
	 	- National Taxation Bureau of Anqiu
Municipality
	 	Tax registration certificate of
foreign-invested enterprises
(duplicate)(national tax registration
certificate)
	 
	 	 	 	 	 	 
	12

	 	2005-04-18
	 	- Local Taxation Bureau of Anqiu Municipality
	 	Tax registration certificate of
foreign-invested enterprises
(duplicate)(local tax registration
certificate)
	 
	 	 	 	 	 	 
	13

	 	2005-01-20
	 	- Bureau of Health of Anqiu Municipality
	 	Health permit (duplicate)
	 
	 	 	 	 	 	 
	14

	 	2005-06-07
	 	- Weifang Entry-Exit Inspection and
Quarantine Bureau
	 	Filing and registration certificate for
entities applying for inspection
	 
	 	 	 	 	 	 
	 

	 	Environmental

Protection	 	 	 	 
	 
	 	 	 	 	 	 
	15

	 	2005-01-18
	 	- Land V. Limited
	 	Registration form for environmental impact






18 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	caused by construction projects (trial)
	 
	 	 	 	 	 	 
	 

	 	Premises Lease

Contract	 	 	 	 
	 
	 	 	 	 	 	 
	16

	 	2005-01-01
	 	- Land V. Limited (Weifang)
	 	Premises lease contract
	 

	 	 	 	- Li Bo	 	 






19 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





G. Land V. Limited (Tianjin) (PRC)




	 	 	 	 	 	 	 

	 

	 	Approval Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2005-09-02
	 	- People’s Government of Tianjin Municipality
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong, Macao
and Overseas Chinese in the People’s
Republic of China
	 
	 	 	 	 	 	 
	2

	 	2005-04-28
	 	- Foreign Economic and Trade Commission of
Baodi District, Tianjin Municipality

-Liang Qikang
	 	Reply concerning the Approval of the
Establishment of a Wholly Foreign Owned
Enterprise Land V. Limited (Tianjin) in
the District
	 
	 	 	 	 	 	 
	 

	 	Business

License	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	2005-11-06
	 	- Tianjin Administration for Industry and
Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	2005-03-05
	 	- Land V. Limited (Tianjin)
	 	Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Capital Verification

Report	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2005-10-26
	 	- Tianjin Zhengtai CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	7

	 	2005-05-25
	 	- State Administration of Foreign Exchange,
Tianjin Bureau
	 	Foreign exchange registration certificate
	 
	 	 	 	 	 	 
	8

	 	2005-05-16
	 	- National Taxation Bureau of Baodi
District, Tianjin Municipality
	 	Tax registration certificate of
foreign-invested enterprises (national
registration certificate)
	 
	 	 	 	 	 	 
	9

	 	2005-06-15
	 	- Local Taxation Bureau of Baodi District,
Tianjin Municipality
	 	Tax registration certificate of
foreign-invested enterprises (duplicate)
(local registration certificate)
	 
	 	 	 	 	 	 
	 

	 	Reply to
Projects
Application	 	 	 	 
	 
	 	 	 	 	 	 
	10

	 	2004-11-12
	 	- Development and Planning Committee of
Baodi District, Tianjin Municipality
	 	Reply to the Project Application
Relating to the “Demonstration of
Technological Study of Storing and
Preserving Non-polluting Vegetables of
Baodi District” Newly Submitted by the
Planting Farm of Baodi District, Tianjin
Municipality
	 
	 	 	 	 	 	 
	 

	 	Environmental

Protection	 	 	 	 
	 
	 	 	 	 	 	 
	11

	 	2005-04
	 	- Planting Farm of Baodi District, Tianjin
Municipality
	 	Report on the environmental impact

caused by construction projects (trial)






20 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	12

	 	2005-04-18
	 	- Environmental Protection
Bureau of Baodi District,
Tianjin Municipality
	 	Ruling for the
grant of
administrative
permit (trial)
	 
	 	 	 	 	 	 
	13

	 	2005-04-18
	 	- Environmental Protection
Bureau of Baodi District,
Tianjin Municipality
	 	Reply concerning
the report on
environmental
impact caused by
the project of
processing and
distribution of
non-polluting
vegetables for
export purpose by
the planting farm
of Baodi District,
Tianjin
Municipality
	 
	 	 	 	 	 	 
	 

	 	Lease Contract	 	 	 	 
	 
	 	 	 	 	 	 
	14

	 	2004-11-30
	 	- Land V. Limited (Tianjin)

- Tianjin Longtai
Technology Development
Co., Ltd.
	 	Agreement for the
leasing of a
processing factory
	 
	 	 	 	 	 	 
	 

	 	Construction

Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	15

	 	2005-10-25
	 	- Land V. Limited (Tianjin)

- Tianjin Qiangjian
Construction Co., Ltd.,
Construction Team No. 1
	 	Contracting
contract for the
redevelopment of a
sunlight greenhouse
	 
	 	 	 	 	 	 
	16

	 	2005-03-10
	 	- Land V. Limited (Tianjin)

- Tianjin Qiangjian
Construction Co., Ltd.,
Construction Team No. 1
	 	Contracting
contract for the
redevelopment of
Tianjin processing
factory






21 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





H. Land V. Limited (Liaoyang) (PRC)




	 	 	 	 	 	 	 

	 

	 	Approval

Certificate	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2004-07-06
	 	- People’s Government of Liaoning Province
	 	Certificate of Approval for
Establishment of Enterprises with
Investment of Taiwan, Hongkong, Macao
and Overseas Chinese in the People’s
Republic of China
	 
	 	 	 	 	 	 
	 

	 	Business

Licenses	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	2004-07-07
	 	- Liaoyang Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	3

	 	2004-07-07
	 	- Liaoyang Administration for Industry
and Commerce
	 	Business License for an Enterprise as a

Legal Person
	 
	 	 	 	 	 	 
	3a

	 	2005-04-19
	 	- Liaoyang Administration for Industry
and Commerce
	 	Business License for an Enterprise as a
Legal Person (records of annual
inspection)
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	2004-06-10
	 	- Land V. Limited (Liaoyang)
	 	Articles of Association
	 
	 	 	 	 	 	 
	5

	 	2004-06-28
	 	- Foreign Trade and Economic Cooperation
Bureau of Liaoyang Municipality

- Land V. Limited (Liaoyang)
	 	Reply concerning the Articles of
Association of Land V. Limited
(Liaoyang)
	 
	 	 	 	 	 	 
	 

	 	Capital

Verification

Reports	 	 	 	 
	 
	 	 	 	 	 	 
	6

	 	2004-09-01
	 	- Liaoning Taiyi CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	7

	 	2004-12-27
	 	- Liaoning Taiyi CPA Limited
	 	Capital verification report
	 
	 	 	 	 	 	 
	 

	 	Certificates	 	 	 	 
	 
	 	 	 	 	 	 
	8

	 	2005-06-13
	 	- China Construction Bank, Zhaolin

Sub-branch, Liaoyang, Liaoning Province
	 	Account opening certificate (for basic

deposit accounts)
	 
	 	 	 	 	 	 
	9

	 	2004-07-16
	 	- State Administration of Foreign
Exchange, Liaoyang City Center Bureau
	 	Foreign exchange registration certificate
	 
	 	 	 	 	 	 
	9a

	 	2005-04-20
	 	- State Administration of Foreign
Exchange, Liaoyang City Center Bureau
	 	Records of annual inspection
	 
	 	 	 	 	 	 
	10

	 	2004 -08-03
	 	- National Taxation Bureau of Liaoyang
Municipality, Liaoning Province
	 	Tax registration certificate (duplicate)

(national tax registration certificate)
	 
	 	 	 	 	 	 
	11

	 	2004-09-10
	 	- Local Taxation Bureau of Liaoyang
Municipality
	 	Tax registration certificate of
foreign-invested enterprises (local tax
registration certificate)
	 
	 	 	 	 	 	 
	 

	 	Premises Lease

Contract	 	 	 	 
	 
	 	 	 	 	 	 
	12

	 	2004-11-04
	 	- Liu Qiang (Party A)

- Land V. Limited (Liaoyang)
	 	Agreement for the leasing of a
refrigerator and premises
	 
	 	 	 	 	 	 
	 

	 	Land Lease

Contracts	 	 	 	 






22 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	13

	 	2005-12-30	 	- Chen Wenfeng
	 	Contracting contract for lands
	 

	 	 	 	- Land V. Limited (Liaoyang)	 	 
	 
	 	 	 	 	 	 
	14

	 	2005	 	- Committee of Hali Village
	 	Land lease contract
	 

	 	 	 	- Land V. Limited (Liaoyang)	 	 






23 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





I. Valuetrue Investments Limited




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2005-07-05
	 	- Registrar of Corporate Affairs of BVI
	 	Certificate of Incorporation
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	 	 	- Valuetrue Investments Limited
	 	Register of members
	 
	 	 	 	 	 	 
	3

	 	 	 	- Valuetrue Investments Limited
	 	Register of directors
	 
	 	 	 	 	 	 
	4

	 	 	 	- Valuetrue Investments Limited
	 	Register of transfers
	 
	 	 	 	 	 	 
	 

	 	Shareholders’

and Directors’
Resolutions	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	 	 	- OIL Officers Limited
	 	Member’s resolution — appointment of director(s)
and transfer of share






24 of 29









 





LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





J. Win Seasons Finance Ltd.




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2005-04-06
	 	- Registrar of Corporate Affairs of BVI
	 	Certificate of Incorporation
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	 	 	- Win Seasons Finance Ltd.
	 	Register of members
	 
	 	 	 	 	 	 
	3

	 	 	 	- Win Seasons Finance Ltd.
	 	Register of directors






25 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





K. Magnetic Star Holdings Limited




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2000-01-18
	 	- Registrar of Companies
	 	Certificate of Incorporation
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	 	 	- Magnetic Star Holdings Limited
	 	Register of members
	 
	 	 	 	 	 	 
	3

	 	 	 	- Magnetic Star Holdings Limited
	 	Register of directors






26 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





L. Others




	 	 	 	 	 	 	 

	1

	 	2006-01
	 	- China Linong Group (Fujian) Limited
	 	Register of employees of China Linong Group
	 

	 	 	 	- China Linong Group (Hangzhou) Limited	 
	 

	 	 	 	- China Linong Group (Liaoyang) Limited	 	 
	 

	 	 	 	- China Linong Group (Tianjin) Limited	 	 
	 

	 	 	 	- China Linong Group (Weifang) Limited	 	 
	 

	 	 	 	- China Linong Group (Shenzhen) Limited	 	 
	 

	 	 	 	- Huidong base of China Linong Group	 	 
	 

	 	 	 	- Shantou base of China Linong Group	 	 
	 
	 	 	 	 	 	 
	2

	 	 	 	 	 	List of assets of Linong
	 
	 	 	 	 	 	 
	3

	 	 	 	 	 	Information of the management






27 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 

	 	 
	 	 
	 	 





M. China Linong International Limited




	 	 	 	 	 	 	 

	 

	 	Incorporation

Documentation	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	2006-03-24
	 	- Registrar of Corporate Affairs
	 	Certificate of Incorporation
	 
	 	 	 	 	 	 
	 

	 	Articles of
Association	 	 	 	 
	 
	 	 	 	 	 	 
	2

	 	 	 	 	 	Memorandum and Articles of Association
	 
	 	 	 	 	 	 
	 

	 	Transfer

Agreement	 	 	 	 
	 
	 	 	 	 	 	 
	3

	 	2006-04-06
	 	- Magnetic Star Holdings Limited

- Win Seasons Finance Ltd.

- Valuetrue Investments Limited

- Natural Scent Limited

- Grow Grand Limited

- Limewater Limited

- Natural Eternity Limited

- Honeycomb Assets Management Limited

- China Linong International Limited
	 	Agreement for transfer of shares in Land V. Group Limited
	 
	 	 	 	 	 	 
	 

	 	Shareholders’
Agreement	 	 	 	 
	 
	 	 	 	 	 	 
	4

	 	2006-04-06
	 	- Magnetic Star Holdings Limited

- Win Seasons Finance Ltd.

- Valuetrue Investments Limited

- Natural Scent Limited

- Grow Grand Limited

- Limewater Limited

- Natural Eternity Limited

- Honeycomb Assets Management Limited

- China Linong International Limited
	 	Shareholders’ Agreement relating to
China Linong International Limited
	 
	 	 	 	 	 	 
	 

	 	Company

Registration

Documents	 	 	 	 
	 
	 	 	 	 	 	 
	5

	 	2006-04-06
	 	- Offshore Incorporations Limited

(as sole subscriber)
	 	Appointment of first director(s)
	 
	 	 	 	 	 	 
	6

	 	2006-04-06
	 	- Ma Shing Yung
	 	Consent to act as a director
	 

	 	 	 	- Luan Li	 	 
	 

	 	 	 	- Li Jin	 	 
	 

	 	 	 	- Lui Ming Ho	 	 
	 
	 	 	 	 	 	 
	7

	 	 	 	- China Linong International Limited
	 	Register of directors
	 
	 	 	 	 	 	 
	8

	 	 	 	- China Linong International Limited
	 	Register of members
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






28 of 29









 






LIST OF DOCUMENTS




	 	 	 	 	 	 	 
	 	 	Date y/m/d	 	Parties/Signatories	 	Name of Documents
	 
	 	 	 	 	 	 
	 

	 	Shareholders’ and Directors’
Resolutions	 	 	 	 
	 
	 	 	 	 	 	 
	9

	 	2006-04-06
	 	- Ma Shing Yung

- Luan Li

- Li Jin

- Lui Ming Ho
	 	Written resolutions
of all directors of
the Company
	 
	 	 	 	 	 	 
	10

	 	2006-04-06
	 	- Ma Shing Yung (as chairman)
	 	Minutes of a
meeting of the
directors of the
Company






29 of 29









 






EXHIBIT F




Shareholders Agreement






 











 





SHAREHOLDERS AGREEMENT




     THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2006
by and among China Linong International Limited, a BVI business company organized under
the BVI Business Companies Act, 2004 (the “Company”), Land V. Group Limited, an international
business company organized under the laws of the British Virgin Islands (the “BVI Subsidiary”),
Land V. Limited, a company limited by shares established under the laws of Hong Kong of
PRC (the “HK Subsidiary”), each of the companies listed on Exhibit A hereto, each a wholly
foreign owned enterprise organized under the laws of PRC (collectively, the “PRC Subsidiaries” and
each, a “PRC Subsidiary”; and collectively with the BVI Subsidiary and the HK Subsidiary, the
“Subsidiaries”), each of the entities listed on Exhibit B hereto (collectively, the
“Existing Shareholders” and each, an “Existing Shareholder”), each of the individuals listed on
Exhibit C hereto (collectively, the “Founders” and each, a “Founder”), and each of the
persons listed on Exhibit D hereto (collectively, the “Investors” and each, an “Investor”).



RECITALS




     A. The Investors have agreed to purchase from the Company, and the Company has agreed to sell
to the Investors, certain Series A preferred shares, par value US$1.00 per share, of the Company
(the “Series A Shares”), on the terms and conditions set forth in that certain Series A Preferred
Share Purchase Agreement dated as of April 12, 2006 by and among the Company, the Subsidiaries, the
Founders and the Investors (the “Purchase Agreement”).



     B. The Company and the Existing Shareholders entered into (i) a shareholders’ agreement
relating to the Company dated April 6, 2006, setting forth certain rights and obligations of the
parties thereto (the “Original Shareholders Agreement”) and (ii) a deed of termination dated April
27, 2006 to terminate, supersede and replace in its entirety the Original Shareholder Agreement and
to waive any and all rights they may have thereunder.



     C. The Purchase Agreement provides that the execution and delivery of this Agreement by the
parties shall be a condition precedent to the consummation of the transactions contemplated under
the Purchase Agreement.



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



     1. INFORMATION RIGHTS; BOARD REPRESENTATION.



          1.1 Information and Inspection Rights.




               (a) Information Rights. The Company covenants and agrees that, commencing on the date
of this Agreement, for so long as 43.01 Series A Shares are outstanding, the Company will deliver
to each holder of Series A Shares:



                    (i) audited annual consolidated financial statements, within one hundred and twenty (120) days
after the end of each fiscal year, prepared in accordance





 









 







with the United States generally accepted accounting principles (the “U.S. GAAP”) and audited by a
“Big 4” accounting firm selected by the board of directors of the Company;




     
               (ii) unaudited monthly consolidated financial statements, within thirty (30) days of the end
of each month, prepared in accordance with the PRC generally accepted accounting principles (the
“PRC GAAP”) which shall indicate variances from the annual budget of the Company with respect to
key line items;



                    (iii) an annual consolidated budget for the following fiscal year, within thirty (30) days
prior to the end of each fiscal year; and



                    (iv) copies of all documents or other information sent to any shareholder (the above rights,
collectively, the “Information Rights”). All financial statements to be provided to the Investors
pursuant to this Section 1.1(a) shall include an income statement, a balance sheet and a cash flow
statement for the relevant period and shall be prepared in conformance with the U.S. GAAP except
for item (ii) above, which shall be prepared in accordance with the PRC GAAP.




               (b) Inspection Rights. The Company further covenants and agrees that, commencing on
the date of this Agreement, for so long as any Series A Shares are outstanding, each holder of
Series A Shares shall have (i) the right to inspect facilities, records and books of the Company
and any of its subsidiaries (including any Subsidiary) at any time during regular working hours on
reasonable prior notice to the Company, and (ii) the right to discuss the business, operations and
conditions of the Company and any of its subsidiaries (including any Subsidiary) with its
directors, officers, employees, accountants, legal counsel and investment bankers (the “Inspection
Rights”). All such Inspection Rights must be exercised in good faith and reasonably.




               (c) Termination of Rights. The Information Rights and Inspection Rights shall
terminate upon consummation of a firm underwritten public offering of the ordinary shares, par
value US$1.00 per share, of the Company (“Ordinary Shares”) in the United States, that has been
registered under the United States Securities Act of 1933, as amended from time to time, including
any successor statutes (the “Securities Act”), with gross proceeds to the Company in excess of
US$70,000,000 (prior to underwriters’ discounts and commissions) and at a pre-public offering
market capitalization of at least US$300,000,000, or in a similar public offering of the Ordinary
Shares of the Company in another jurisdiction which results in the Ordinary Shares trading publicly
on a recognized regional or national securities exchange; provided that such offering
satisfies the foregoing gross proceeds and pre-public offering market capitalization requirements
(a “Qualified Public Offering”).



          1.2 Board of Directors.




               (a) Board Representation. The Company’s Memorandum and Articles of Association (the
“Memorandum and Articles”) shall provide that the Company’s Board of Directors (the “Board”) shall
consist of an authorized number of no more than seven (7) members, which number of members shall
not be changed except pursuant to an amendment to the Memorandum and Articles; provided
that the Board shall actually consist of five (5) members upon and immediately after the Closing
(as defined in the Purchase Agreement) which number may not be increased without Sequoia Capital
China




2









 







I, L.P.’s prior written consent. So long as it and its affiliates, whether individually or in the
aggregate, hold or remain beneficially interested in at least 20% of the total Series A Shares
purchased under this Agreement, Sequoia Capital China I, L.P. shall be entitled to appoint and
remove one (1) director, and the holders of Ordinary Shares shall be entitled to appoint and remove
the remaining directors.




               (b) Director Expenses. The Company shall bear the reasonable cost associated with a
director attending the meetings of the Board, including all reasonable travel and lodging expenses.



               (c) Committees of the Board. The Board shall establish a compensation committee (the
“Compensation Committee”) to manage certain compensation affairs of the Company, including
implementing salary and equity guidelines for the Company, approving compensation packages,
severance agreements and employment agreements for all senior managers (including but not limited
to the chief executive officer and the chief financial officer) as well as administering the
Company’s employee equity incentive plans; provided that, any allocation of shares
under the Company’s employee equity incentive plans shall be subject to the Investors’ prior
approval.



          1.3 Subsidiaries. Without Sequoia Capital China I, L.P.’s prior written consent, no
Subsidiary may have a board of directors consisting of more than five (5) members. So long as it
and its affiliates, whether individually or in the aggregate, hold or remain beneficially
interested in at least 20% of the total Series A Shares purchased under this Agreement, Sequoia
Capital China I, L.P. shall be entitled to appoint and remove one (1) director of the board of
director of each Major Subsidiary (as defined in the Purchase Agreement), if applicable.




     2. REGISTRATION RIGHTS.



          2.1 Applicability of Rights. The holders of Series A Shares shall be entitled to the
following rights with respect to any potential public offering of the Company’s Ordinary Shares in
the United States.




          2.2 Definitions. For purposes of this Section 2:




         
      (a) Registration. The terms “register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement which is in a form which
complies with, and is declared effective by the SEC (as defined below) in accordance with, the
Securities Act.



               (b) Registrable Securities. The term “Registrable Securities” shall mean: (1) any
Ordinary Shares of the Company issued or to be issued pursuant to conversion of any shares of
Series A Shares issued (A) under the Purchase Agreement, and (B) pursuant to the Right of
Participation (defined in Section 3 hereof), (2) any Ordinary Shares of the Company issued (or
issuable upon the conversion or exercise of any warrant, right or other security which is issued)
as a dividend or other distribution with respect to, or in exchange for or in replacement of, any
Series A Shares described in clause (1) of this subsection (b), and (3) any other Ordinary Shares
of the Company owned or hereafter acquired by a holder of Series A Shares. Notwithstanding the
foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a
transaction in which rights under this Section






3









 







2 are not assigned in accordance with this Agreement, and any Registrable Securities which are sold
in a registered public offering under the Securities Act or analogous statute of another
jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule
of another jurisdiction.




               (c) Registrable Securities Then Outstanding. The number of shares of “Registrable
Securities then outstanding” shall mean the number of Ordinary Shares of the Company that are
Registrable Securities and are then issued and outstanding, issuable upon conversion of Series A
Shares then issued and outstanding or issuable upon conversion or exercise of any warrant, right or
other security then outstanding.



               (d) Holder. For purposes of this Section 2, the term “Holder” shall mean any person
owning or having the rights to acquire Registrable Securities or any permitted assignee of record
of such Registrable Securities to whom rights under this Section 2 have been duly assigned in
accordance with this Agreement.



               (e) Form F-3. The term “Form F-3” shall mean such respective form under the Securities
Act as is in effect on the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the SEC.



               (f) SEC. The term “SEC” or “Commission” shall mean the U.S. Securities and Exchange
Commission.



               (g) Registration Expenses. The term “Registration Expenses” shall mean all expenses
incurred by the Company in complying with Sections 2.3, 2.4 and 2.5 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel
for the Company, reasonable fees and disbursements of counsel for the Holders, Blue Sky fees and
expenses and the expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall be paid in any
event by the Company).



               (h) Selling Expenses. The term “Selling Expenses” shall mean all underwriting
discounts and selling commissions applicable to the sale of Registrable Securities pursuant to
Sections 2.3, 2.4 and 2.5 hereof.



               (i) Exchange Act. The term “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended, and any successor statute.



          2.3. Demand Registration.




               (a) Request by Holders. If the Company shall, at any time after the earlier of (i)
three (3) years after the date of this Agreement or (ii) six (6) months following a Qualified
Public Offering, receive a written request from the Holders of at least fifty percent (50%) of the
Registrable Securities then outstanding that the Company file a registration statement under the
Securities Act covering the registration of such Holders’ Registrable Securities pursuant to this
Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written
request, give written notice of such request (“Request Notice”) to all Holders, and use its best
efforts to effect, as soon as practicable, the registration under









4









 







the Securities Act of all Registrable Securities that the Holders request to be registered and
included in such registration by written notice given by such Holders to the Company within twenty
(20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3;
provided that the Company shall not be obligated to effect any such registration if the
Company has, within the six (6) month period preceding the date of such request, already effected a
registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the
Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a
registration from which the Registrable Securities of the Holders have been excluded (with respect
to all or any portion of the Registrable Securities the Holders requested be included in such
registration) pursuant to the provisions of Section 2.4(a).




               (b) Underwriting. If the Holders initiating the registration request under this
Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by
their request by means of an underwriting, then they shall so advise the Company as a part of their
request made pursuant to this Section 2.3 and the Company shall include such information in the
Request Notice. 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 managing underwriter or
underwriters selected for such underwriting by the Holders of a majority of the Registrable
Securities being registered and reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that
marketing factors require a limitation of the number of securities to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would otherwise be registered
and underwritten pursuant hereto, and the number of Registrable Securities that may be included in
the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders
of Registrable Securities on a pro rata basis according to the number of Registrable Securities
then outstanding held by each Holder requesting registration (including the Initiating Holders);
provided, however, that the number of shares of Registrable Securities to be
included in such underwriting and registration shall not be reduced unless all other securities are
first entirely excluded from the underwriting and registration including, without limitation, all
shares that are not Registrable Securities and are held by any other person, including, without
limitation, any person who is an employee, officer or director of the Company or any subsidiary of
the Company; provided further, that at least twenty-five percent (25%) of shares of
Registrable Securities requested by the Holders to be included in such underwriting and
registration shall be so included. If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company and the
underwriter(s), delivered at least ten (10) business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or withdrawn from such underwriting
shall be excluded and withdrawn from the registration.



               (c) Maximum Number of Demand Registrations. The Company shall not be obligated to
effect more than two (2) such demand registrations pursuant to this Section 2.3.








5









 








               (d) Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders
requesting registration pursuant to this Section 2.3, a certificate signed by the President or
Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it
would be materially detrimental to the Company and its shareholders for such registration statement
to be filed at such time, then the Company shall have the right to defer such filing for a period
of not more than ninety (90) days after receipt of the request of the Initiating Holders;
provided, however, that the Company may not utilize this right more than once in
any twelve (12) month period; provided further, that the Company shall not register
any other of its shares during such twelve (12) month period. A demand right shall not be deemed to
have been exercised until such deferred registration shall have been effected.



          
2.4 Piggyback Registrations. (a) The Company shall notify all Holders of Registrable
Securities in writing at least thirty (30) days prior to filing any registration statement under
the Securities Act for purposes of effecting a public offering of securities of the Company
(including, but not limited to, registration statements relating to secondary offerings of
securities of the Company, but excluding registration statements relating to any
registration under Section 2.3 or Section 2.5 of this Agreement or to any employee benefit plan or a
corporate reorganization or other Rule 145 transaction, an offer and sale of debt securities, or a
registration on any registration form that does not permit secondary sales), and shall afford each
such Holder an opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it shall within twenty
(20) days after receipt of the above-described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Registrable Securities such
Holder wishes to include in such registration statement. If a Holder decides not to include all of
its Registrable Securities in any registration statement thereafter filed 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 with
respect to offerings of its securities, all upon the terms and conditions set forth herein.




               (b) Underwriting. If a registration statement under which the Company gives notice
under this Section 2.4 is for an underwritten offering, then the Company shall so advise the
Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable
Securities to be included in a registration pursuant to this Section 2.4 shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an underwriting agreement
in customary form with the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement but subject to Section 2.12, if the managing
underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number
of shares to be underwritten, then the managing underwriter(s) may exclude shares from the
registration and the underwriting, and the number of shares that may be included in the
registration and the underwriting shall be allocated, first, to the Company,
second, to each of the Holders requesting inclusion of their Registrable Securities in such
registration statement on a pro rata basis based on the total number of shares of Registrable
Securities then held by each such Holder, and third, to holders of other securities of the
Company; provided, however, that the right of the underwriter(s) to exclude shares
(including Registrable









6









 







Securities) from the registration and underwriting as described above shall be restricted so that
(i) except for the case of an initial public offering of the Ordinary Shares of the Company, the
number of Registrable Securities included in any such registration is not reduced below twenty-five
percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has
been requested; and (ii) all shares that are not Registrable Securities and are held by any other
person, including, without limitation, any person who is an employee, officer or director of the
Company (or any subsidiary of the Company) shall first be excluded from such registration and
underwriting before any Registrable Securities are so excluded unless otherwise approved by the
majority of the Holders of the Registrable Securities in writing. If any Holder disapproves of the
terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter(s), delivered at least ten (10) business days prior to the
effective date of the registration statement. Any Registrable Securities excluded or withdrawn from
such underwriting shall be excluded and withdrawn from the registration.




               (c) Not Demand Registration. Registration pursuant to this Section 2.4 shall not be
deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on
the number of times the Holders may request registration of Registrable Securities under this
Section 2.4.



          2.5 Form F-3 Registration. In case the Company shall receive from any Holder or
Holders of a majority of all Registrable Securities then outstanding a written request or requests
that the Company effect a registration on Form F-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the
Company will:




               (a) Notice. Promptly give written notice of the proposed registration and the Holder’s
or Holders’ request therefor, and any related qualification or compliance, to all other Holders of
Registrable Securities; and



               (b) Registration. As soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are
specified in such request, together with all or such portion of the Registrable Securities of any
other Holder or Holders joining in such request as are specified in a written request given within
twenty (20) days after the Company provides the notice contemplated by Section 2.5(a);
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.5:



                    (1) if Form F-3 is not available for such offering by the Holders;



                    (2) if the Holders, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public of less than US$500,000;



                    (3) if the Company shall furnish to the Holders a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the Board of Directors
of the Company, it would be materially detrimental







7









 







to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form F-3 registration
statement no more than once during any twelve (12) month period for a period of not more than sixty
(60) days after receipt of the request of the Holder or Holders under this Section 2.5;
provided that the Company shall not register any of its other shares during such sixty (60)
day period;




                    (4) if the Company has, within the six (6) month period preceding the date of such request,
already effected a registration under the Securities Act other than a registration from which the
Registrable Securities of Holders have been excluded (with respect to all or any portion of the
Registrable Securities the Holders requested be included in such registration) pursuant to the
provisions of Sections 2.3(b) and 2.4(b); or



                    (5) in any particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such registration,
qualification or compliance.



               (c) Not Demand Registration. Form F-3 registrations shall not be deemed to be demand
registrations as described in Section 2.3 above. Except as otherwise provided herein, there shall
be no limit on the number of times the Holders may request registration of Registrable Securities
under this Section 2.5.



               (d) Underwriting. If the Holders of Registrable Securities requesting registration
under this Section 2.5 intend to distribute the Registrable Securities covered by their request by
means of an underwriting, the provisions of Section 2.3(b) shall apply to such registration.



          2.6 Expenses. All Registration Expenses incurred in connection with any registration
pursuant to Sections 2.3, 2.4 or 2.5 (but excluding Selling Expenses) shall be borne by the
Company. Each Holder participating in a registration pursuant to Sections 2.3, 2.4 or 2.5 shall
bear such Holder’s proportionate share (based on the total number of shares sold in such
registration other than for the account of the Company) of all Selling Expenses or other amounts
payable to underwriter(s) or brokers, in connection with such offering by the Holders.
Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable Securities to be
registered, unless the Holders of a majority of the Registrable Securities then outstanding agree
that such registration constitutes the use by the Holders of one (1) demand registration pursuant
to Section 2.3 (in which case such registration shall also constitute the use by all Holders of
Registrable Securities of one (1) such demand registration); provided further,
however, that if at the time of such withdrawal, the Holders have learned of a material
adverse change in the condition, business, or prospects of the Company not known to the Holders at
the time of their request for such registration and have withdrawn their request for registration
with reasonable promptness after learning of such material adverse change, then the Holders shall
not be required to pay any of such expenses and such registration shall not constitute the use of a
demand registration pursuant to Section 2.3.









8









 








          2.7 Obligations of the Company. Whenever required to effect the registration of any
Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably
possible:




               (a) Registration Statement. Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause such registration
statement to become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement effective for a
period of up to ninety (90) days or, in the case of Registrable Securities registered under Form
F-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the
distribution contemplated in the registration statement has been completed; provided,
however, that (i) such ninety (90) day period shall be extended for a period of time equal
to the period any Holder refrains from selling any securities included in such registration at the
request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities
on Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day
period shall be extended, if necessary, to keep the registration statement effective until all such
Registrable Securities are sold.



               (b) Amendments and Supplements. Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration statement.



               (c) Prospectuses. Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the Securities Act, and
such other documents as they may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by them that are included in such registration.



               (d) Blue Sky. Use its best efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by the Securities
Act.



               (e) Underwriting. In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement in usual and customary form, with the
managing underwriter(s) of such offering.



               (f) Notification. Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is required to be delivered
under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such
registration statement, or (ii) the happening of any event as a result of which the prospectus
included in such 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.








9









 








               (g) Opinion and Comfort Letter. Furnish, at the request of any Holder requesting
registration of Registrable Securities, on the date that such Registrable Securities are delivered
to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the registration statement
with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and reasonably satisfactory to
a majority in interest of the Holders requesting registration, addressed to the underwriters, if
any, and (ii) letters dated as of (x) the effective date of the registration statement covering
such Registrable Securities and (y) the closing date of the offering 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 and reasonably
satisfactory to a majority in interest of the Holders requesting registration, addressed to the
underwriters, if any.



          2.8 Furnish Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Sections 2.3, 2.4 or 2.5 that the selling Holders shall
furnish to the Company such information regarding themselves, the Registrable Securities held by
them and the intended method of disposition of such securities as shall be required to timely
effect the Registration of their Registrable Securities.




          2.9 Indemnification. In the event any Registrable Securities are included in a
registration statement under Sections 2.3, 2.4 or 2.5:




               (a) By the Company. To the extent permitted by law, the Company will indemnify and
hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as
defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act, or other United States federal or state law, 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 (collectively a “Violation”):




          (i) any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto;




          (ii) the omission or alleged omission to state therein 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 the Securities Act, the
Exchange Act, any United States federal or state securities law, or any rule or regulation
promulgated under the Securities Act, the Exchange Act, or any United States federal or
state securities law in connection with the offering covered by such registration
statement;







10









 







and the Company will reimburse each such Holder, its partner, officer, director, legal counsel,
underwriter or controlling person for any legal or other expenses reasonably incurred by them, as
incurred, in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 2.9(a) 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), 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 out of or is based
upon a Violation which occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such Holder, or any partner, officer,
director, legal counsel, underwriter or controlling person of such Holder.




               (b) By Selling Holders. To the extent permitted by law, each selling Holder will, if
Registrable Securities held by Holder are included in the securities as to which such registration
qualifications or compliance is being effected, indemnify and hold harmless the Company, each of
its directors, each of its officers who has signed the registration statement, each person, if any,
who controls the Company within the meaning of the Securities Act, any underwriter and any other
Holder selling securities under such registration statement or any of such other Holder’s partners,
directors, officers, legal counsel or any person who controls such Holder within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, legal counsel, controlling person,
underwriter or other such Holder, partner or director, officer or controlling person of such other
Holder may become subject under the Securities Act, the Exchange Act or other United States federal
or state law, 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 expressly for use in connection with such registration; and each such
Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such
director, officer, controlling person, underwriter or other Holder, partner, officer, director or
controlling person of such other Holder in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 2.9(b) 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; and provided,
further, that in no event shall any indemnity under this Section 2.9(b) exceed the net
proceeds received by such Holder in the registered offering out of which the applicable Violation
arises.



               (c) Notice. Promptly after receipt by an indemnified party under this Section 2.9 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 this
Section 2.9, 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 parties; provided,
however, that an indemnified party shall have the right to retain its own counsel, with the
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








11









 







inappropriate due to actual or potential conflict of 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
shall relieve such indemnifying party of liability to the indemnified party under this Section 2.9
to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so
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 2.9.




               (d) Contribution. In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any indemnified party makes a
claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time
to appeal or the denial of the last right of appeal) that such indemnification may not be enforced
in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such
case, or (ii) contribution under the Securities Act may be required on the part of any indemnified
party in circumstances for which indemnification is provided under this Section 2.9; then, and in
each such case, the indemnified party and the indemnifying party will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that a Holder (together with its related persons) is responsible for
the portion represented by the percentage that the public offering price of its Registrable
Securities offered by and sold under the registration statement bears to the public offering price
of all securities offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining portion. The relative fault of the indemnifying
party and of the indemnified party shall be determined by a court of law 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; provided, however,
that, in any such case: (A) no Holder will be required to contribute any amount in excess of the
net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by
such Holder pursuant to such registration statement; and (B) no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.



               (e) Survival; Consents to Judgments and Settlements. The obligations of the Company
and Holders under this Section 2.9 shall survive the completion of any offering of Registrable
Securities in a registration statement, regardless of the expiration of any statutes of limitation
or extensions of such statutes. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.



          2.10. Termination of the Company’s Obligations. The Company’s obligations under
Sections 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Sections 2.3, 2.4 or 2.5 shall terminate on the seventh
(7th) anniversary of a Qualified Public Offering of the Company.









12









 








          2.11 No Registration Rights to Third Parties. Without the prior written consent of the
Holders of a majority in interest of the Registrable Securities then outstanding, the Company
covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of
any person or entity any registration rights of any kind (whether similar to the demand,
“piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to
any securities of the Company which are senior to, or on a parity with, those granted to the
Holders of Registrable Securities.




          2.12 Market Stand-Off. Each Holder agrees that, so long as it holds any voting
securities of the Company, upon request by the Company or the underwriters managing the initial
public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of
any securities of the Company (other than those permitted to be included in the registration and
other transfers to affiliates permitted by this Agreement) without the prior written consent of the
Company or such underwriters, as the case may be, for a period of time specified by the
representative of the underwriters not to exceed one hundred and eighty (180) days from the
effective date of the registration statement covering such initial public offering or the pricing
date of such offering as may be requested by the underwriters. The foregoing provision of this
Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter
pursuant to any underwriting agreement, and shall only be applicable to the Holders if all
officers, directors and holders of one percent (1%) or more of the Company’s outstanding share
capital enter into similar agreements, and if the Company or any underwriter releases any officer,
director or holder of one percent (1%) or more of the Company’s outstanding share capital from his
or her sale restrictions so undertaken, then each Holder shall be notified prior to such release
and shall itself be simultaneously released to the same proportional extent. The Company shall
require all future acquirers of the Company’s securities holding at least one percent (1%) of the
then outstanding share capital of the Company to execute prior to a Qualified Public Offering a
market stand-off agreement containing substantially similar provisions as those contained in this
Section 2.12.




          2.13 Listing in Hong Kong. Without limiting the generality of the foregoing provisions
in this Section 2, in the event of a listing of the Company’s Ordinary Shares in Hong Kong (the
“Listing”):




               (a) The selection of Hong Kong as the jurisdiction, and the relevant exchange as the exchange,
for the Listing shall be subject to the prior written approval of Holders of at least a majority of
the Registrable Securities;



               (b) The selection of the sponsor and/or lead manager (and any co-managers) for the Listing
shall be subject to the prior written approval of Holders of at least a majority of the Registrable
Securities;



               (c) Each Holder of Registrable Securities shall have the right to include and sell all of the
Ordinary Shares (as-converted) held by it in such Listing;



               (d) Each Holder of Registrable Securities shall have the right to attend all meetings in
connection with the Listing where the Company is present;








13









 








               (e) The determination of the price at which the Ordinary Shares are to be listed in such
Listing shall be subject to the prior written approval of Holders of at least a majority of the
Registrable Securities;



               (f) At any time after the third anniversary of the date of this Agreement, at the written
request from Holders of at least a majority of the Registrable Securities for a Listing, the
Company shall use its best efforts to effect such Listing on terms and subject to conditions as
agreed upon between the Company and such Holder; and



               (g) The Company shall not require any Holder to hold, or refrain from transferring, any of its
shares in the Company beyond the specific period(s) as set forth in the listing rules applicable to
such Listing.



          2.14 Rule 144 Reporting. With a view to making available to the Holders the benefits
of certain rules and regulations of the SEC which may at any time permit the sale of the
Registrable Securities to the public without registration or pursuant to a registration on Form
F-3, after such time as a public market exists for the Ordinary Shares, the Company agrees to:




               (a) Make and keep public information available, as those terms are understood and defined in
Rule 144 under the Securities Act, at all times 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 SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has become subject to
such reporting requirements); and



               (c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith
upon request (i) a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time after ninety (90) days after the effective date of the
Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), or its qualification as a registrant whose
securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company, and (iii) such other reports and
documents of the Company as a Holder may reasonably request in availing itself of any rule or
regulation of the SEC that permits the selling of any such securities without registration or
pursuant to Form F-3.



     3. RIGHT OF PARTICIPATION.



          3.1 General.




               The Investors, the holders of Ordinary Shares and their permitted transferees to which rights
under this Section 3 have been duly assigned in accordance with the terms of this Agreement (each
a “Participation Rights Holder”) shall have the right of first refusal to purchase such
Participation Rights Holder’s Pro Rata Share (as defined below), of all (or any part) of any New
Securities (as defined in Section 3.3) that the Company may from time to time issue after the date
of this Agreement (the “Right of Participation”).








14









 








          3.2 Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of
the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a
fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total
number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) then outstanding
immediately prior to the issuance of New Securities giving rise to the Right of Participation.




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




               (a) up to 66.58 Ordinary Shares (and/or options or warrants therefor) issued to employees,
officers, directors, contractors, advisors or consultants of the Company pursuant to the Company’s
employee share option plans approved by the Board and the Investors;



               (b) any shares of Series A Shares issued under the Purchase Agreement, as such agreement may
be amended and any Ordinary Shares issued pursuant to the conversion thereof;



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



               (d) any securities issued upon the exercise, conversion or exchange of any outstanding
security if such outstanding security constituted a New Security;



               (e) any securities issued pursuant to a Qualified Public Offering; or



               (f) any securities issued pursuant to the acquisition of another corporation or entity by the
Company by consolidation, merger, purchase of assets, or other reorganization in which the Company
acquires, in a single transaction or series of related transactions, all or substantially all
assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership
or voting power of such other corporation or entity.



          3.4 Procedures.




               (a) First Participation Notice. In the event that the Company proposes to undertake an
issuance of New Securities (in a single transaction or a series of related transactions), it shall
give to each Participation Rights Holder written notice of its intention to issue New Securities
(the “First Participation Notice”), describing the amount and type of New Securities, the price and
the general terms upon which the Company proposes to issue such New Securities. Each Participation
Rights Holder shall have fifteen (15) days from the date of receipt of any such First Participation
Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such
New Securities for the price and upon the terms and conditions specified in the First Participation
Notice by giving






15









 







written notice to the Company and stating therein the quantity of New Securities to be purchased
(not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights
Holder fails to so agree in writing within such fifteen (15) day period to purchase such
Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such
Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata
Share of such New Securities that it did not agree to purchase.




               (b) Second Participation Notice; Oversubscription. If any Participating Rights Holder
fails or declines to exercise its Right of Participation in accordance with subsection (a) above,
the Company shall promptly give notice (the “Second Participation Notice”) to other Participating
Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance
with subsection (a) above. Each Right Participant shall have five (5) business days from the date
of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its
desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the
additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by
telephone if confirmed in writing within two (2) business days. If, as a result thereof, such
oversubscription exceeds the total number of the remaining New Securities available for purchase,
each oversubscribing Right Participant will be cut back by the Company with respect to its
oversubscription to that number of remaining New Securities equal to the lesser of (x) the
Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New
Securities available for subscription by (ii) a fraction, the numerator of which is the number of
Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing
Right Participant and the denominator of which is the total number of Ordinary Shares (calculated
on a fully-diluted and as-converted basis) held by all the oversubscribing Right Participants. Each
Right Participant shall be obligated to buy such number of New Securities as determined by the
Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within
fifteen (15) business days following the date of the Second Participation Notice.



          3.5 Failure to Exercise. Upon the expiration of the Second Participation Period, or in
the event no Participation Rights Holder exercises the Right of Participation within fifteen (15)
days following the issuance of the First Participation Notice, the Company shall have one hundred
and twenty (120) days thereafter to sell the New Securities described in the First Participation
Notice (with respect to which the Right of Participation hereunder were not exercised) at the same
or higher price and upon non-price terms not materially more favorable to the purchasers thereof
than specified in the First Participation Notice. In the event that the Company has not issued and
sold such New Securities within such one hundred and twenty (120) day period, then the Company
shall not thereafter issue or sell any New Securities without again first offering such New
Securities to the Participation Rights Holders pursuant to this Section 3.




          3.6 Termination. The Right of Participation for each Participation Rights Holder shall
terminate upon a Qualified Public Offering.




     4. TRANSFER RESTRICTIONS.



          4.1 Certain Definitions. For purposes of this Section 4, “Ordinary Holder” means a
holder of the Company’s outstanding Ordinary Shares and its permitted assignees to whom their
rights under this Section 4 have been duly assigned in accordance









16









 







with this Agreement; “Series A Holder” means each of the Investors and its permitted assignees to
whom its rights under this Section 4 have been duly assigned in accordance with this Agreement;
“Restricted Shares” means any of the Company’s securities now owned or subsequently acquired by an
Ordinary Holder;




          4.2
Sale of Restricted Shares; Notice of Sale. Subject to Section 4.7 of this
Agreement, if any Ordinary Holder (the “Selling Shareholder”) proposes to sell or transfer any
Restricted Shares held by it, then the Selling Shareholder shall promptly give written notice (the
“Transfer Notice”) to each Ordinary Holder and each Series A Holder prior to such sale or transfer.
The Transfer Notice shall describe in reasonable detail the proposed sale or transfer including,
without limitation, the number of Restricted Shares to be sold or transferred (the “Offered
Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and
address of each prospective purchaser or transferee.




          4.3 Right of First Refusal.




               (a) Series A Holders’ Option. Each Series A Holder shall have the right, exercisable
upon written notice to the Selling Shareholder, the Company and each other Ordinary Holder and
Series A Holder, within thirty (30) days after receipt of the Transfer Notice (the “Series A First
Refusal Period”), to elect to purchase all or any part of its pro rata share of the Offered Shares
equivalent to the product obtained by multiplying the aggregate number of the Offered Shares by a
fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted
basis) held by such Series A Holder at the time of the transaction and the denominator of which is
the total number of Ordinary Shares (calculated on an as-converted basis) owned by all the Series A
Holders at the time of the transaction, at the same price and subject to the same material terms
and conditions as described in the Transfer Notice. To the extent that any Series A Holder does not
exercise its right of first refusal to the full extent of its pro rata share of the Offered Shares,
the Selling Shareholder and the participating Series A Holders shall, within ten (10) days after
the end of the Series A First Refusal Period (the “Series A First Refusal Adjustment Period”), make
such adjustments to each exercising Series A Holder’s pro rata share of the Offered Shares so that
any remaining Offered Shares may be allocated to those Series A Holders exercising their rights of
first refusal on a pro rata basis.



               (b) Ordinary Holders’ Option. If and to the extent the any Offered Shares have not
been purchased pursuant to Section 4.3(a), each Ordinary Holder shall have the right, exercisable
upon written notice to the Selling Shareholder, the Company and each other Ordinary Holder and
Series A Holder, within thirty (30) days following the expiration of the Series A First Refusal
Adjustment Period (the “Ordinary First Refusal Period”), to elect to purchase all or any part of
its pro rata share of the remaining Offered Shares equivalent to the product obtained by
multiplying the aggregate number of the remaining Offered Shares by a fraction, the numerator of
which is the number of Ordinary Shares (calculated on an as-converted basis) held by such Ordinary
Holder at the time of the transaction and the denominator of which is the total number of Ordinary
Shares (calculated on an as-converted basis) owned by all the
Ordinary Holders at the time of the
transaction, at the same price and subject to the same material terms and conditions as described
in the Transfer Notice. To the extent that any Ordinary Holder does not exercise its right of first
refusal to the full extent of its pro rata share of the Offered Shares, the Selling Shareholder and
the participating Ordinary Holders shall, within ten (10) days after the end of the Ordinary First
Refusal Period (the “Ordinary First Refusal Adjustment Period”), make








17









 







such adjustments to each exercising Ordinary Holder’s pro rata share of the Offered Shares so that
any remaining Offered Shares may be allocated to those Ordinary Holders exercising their rights of
first refusal on a pro rata basis.




               (c) A Series A Holder and an Ordinary Holder shall not have a right to purchase any of the
Offered Shares unless it exercises its right of first refusal within the Series A First Refusal
Period or Series A First Refusal Adjustment Period, or the Ordinary First Refusal Period or
Ordinary First Refusal Adjustment Period, as the case may be, to purchase up to all of its pro rata
share of the Offered Shares.



               (d) Expiration Notice. Within ten (10) days after expiration of the Ordinary First
Refusal Adjustment Period the Company will give written notice (the “First Refusal Expiration
Notice”) to the Selling Shareholder specifying either (i) that all of the Offered Shares was
subscribed by the Series A Holders and/or Ordinary Holders exercising their rights of first refusal
or (ii) that the Series A Holders and Ordinary Holders have not subscribed all of the Offered
Shares in which case the First Refusal Expiration Notice will specify the Co-Sale Pro-Rata Portion
(as defined below) of the remaining Offered Shares for the purpose of their co-sale rights
described in Section 4.4 below.



               (e) Purchase Price. The purchase price for the Offered Shares to be purchased by the
Series A Holders and/or Ordinary Holders exercising their right of first refusal will be the price
set forth in the Transfer Notice, but will be payable as set forth in this Section 4.3(f). If the
purchase price in the Transfer Notice includes consideration other than cash, the cash equivalent
value of the non-cash consideration will be determined by the Board in good faith, which
determination will be binding upon the Ordinary Holders, Series A Holders and the Selling
Shareholder, absent fraud or error.



               (f) Payment. Payment of the purchase price for the Offered Shares purchased by the
Series A Holders and/or Ordinary Holders shall be made within ten (10) days following the date of
the First Refusal Expiration Notice. Payment of the purchase price will be made by wire transfer or
check as directed by the Selling Shareholder.



               (g) Rights of a Selling Shareholder. If any Series A Holder or Ordinary Holder
exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice
of such exercise is given by such Series A Holder or Ordinary Holder (as the case may be), the
Selling Shareholder will have no further rights as a holder of such Offered Shares except the right
to receive payment for such Offered Shares from such Series A Holder or Ordinary Holder in
accordance with the terms of this Agreement, and the Selling Shareholder will forthwith cause all
certificate(s) evidencing such Offered Shares to be surrendered to the Company for transfer to such
Series A Holder or Ordinary Holder.



               (h) Application of Co-Sale Rights. If the Series A Holders and/or Ordinary Holders
have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered
Shares will become subject to the co-sale rights set forth in Section 4.4 below.



          4.4 Co-Sale Right. To the extent that the Series A Holders and/or Ordinary Holders
have not exercised right of first refusal with respect to any or all the Offered Shares, then each
Series A Holder shall have the right, exercisable upon written notice to the Selling Shareholder,
the Company and each other Series A Holder (the “Co-Sale





18









 







Notice”) within twenty (20) days after receipt of the First Refusal Expiration Notice (the “Co-Sale
Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions
as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Company
securities (on both an absolute and as-converted to Ordinary Shares basis) that such participating
Series A Holder wishes to include in such sale or transfer, which amount shall not exceed the
Co-Sale Pro Rata Portion (as defined below) of such Series A Holder. To the extent one or more of
the Series A Holders exercise such right of participation in accordance with the terms and
conditions set forth below, the number of Restricted Shares that the Selling Shareholder may sell
in the transaction shall be correspondingly reduced. The co-sale right of each Series A Holder
shall be subject to the following terms and conditions:




               (a) Co-Sale Pro Rata Portion. Each Series A Holder may sell all or any part of that
number of Ordinary Shares held by it that is equal to the product obtained by multiplying (x) the
aggregate number of the Offered Shares subject to the co-sale right hereunder by (y) a fraction,
the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by the
Series A Holder at the time of the sale or transfer and the denominator of which is the total
combined number of Ordinary Shares (on an as-converted basis) at the time owned by all Series A
Holders and the Selling Shareholder (“Co-Sale Pro Rata Portion”). To the extent that any Series A
Holder does not participate in the sale to the full extent of its Co-Sale Pro Rata Portion, the
Selling Shareholder and the participating Series A Holders shall, within five (5) days after the
end of such Co-Sale Right Period, make such adjustments to the Co-Sale Pro Rata Portion of each
participating Series A Holder so that any remaining Offered Shares may be allocated to other
participating Series A Holders on a pro rata basis.



               (b) Transferred Shares. Each participating Series A Holder shall effect its
participation in the sale by promptly delivering to the Selling Shareholder for transfer to the
prospective purchaser one or more certificates, properly endorsed for transfer, which represent:



                    (i) the number of Ordinary Shares which such Series A Holder elects to sell;



                    (ii) that number of Series A Shares which is at such time convertible into the number of
Ordinary Shares that such Series A Holder elects to sell; provided in such case that, if
the prospective purchaser objects to the delivery of Series A Shares in lieu of Ordinary Shares,
such Series A Holder shall convert such Series A Shares into Ordinary Shares and deliver Ordinary
Shares as provided in Subsection 4.4(b)(i) above. The Company agrees to make any such conversion
concurrent with the actual transfer of such shares to the purchaser; or



                    (iii) or a combination of the above.



               (c) Payment to Series A Holders. The share certificate or certificates that the
participating Series A Holder delivers to the Selling Shareholder pursuant to Section 4.4(b) shall
be transferred to the prospective purchaser in consummation of the sale of the Restricted Shares
pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder
shall concurrently therewith remit to such Series A Holder that portion of the sale proceeds to
which such Series A Holder is entitled by reason







19









 







of its participation in such sale. To the extent that any prospective purchaser or purchasers
prohibits such assignment or otherwise refuses to purchase any shares or other securities from a
Series A Holder exercising its co-sale right hereunder, the Selling Shareholder shall not sell to
such prospective purchaser or purchasers any Restricted Shares unless and until, simultaneously
with such sale, the Selling Shareholder shall purchase such shares or other securities from such
Series A Holder.




          4.5 Right to Transfer. To the extent the Series A Holders and/or the other Ordinary
Holders do not elect to purchase, or to participate in the sale of, the Restricted Shares subject
to the Transfer Notice in accordance with the provisions of this Agreement, as the case may be, the
Selling Shareholder may, not later than one hundred and twenty (120) days following delivery to the
Company, each of the other Ordinary Holders and each of the Series A Holders of the Transfer
Notice, conclude a transfer of the Restricted Shares covered by the Transfer Notice and not elected
to be purchased by the Series A Holders and/or the other Ordinary Holders, which in each case shall
be on substantially the same terms and conditions as those described in the Transfer Notice. Any
proposed transfer on terms and conditions which are materially different from those described in
the Transfer Notice, as well as any subsequent proposed transfer of any Restricted Shares by the
Selling Shareholder, shall again be subject to the right of first refusal and the co-sale right of
the Series A Holders and, if applicable, the other Ordinary Holders and shall require compliance by
the Selling Shareholder with the procedures described in Section 4.3 and Section 4.4 of this
Agreement.




          4.6 Exempt Transfers. Notwithstanding anything to the contrary contained herein, the
right of first refusal and co-sale rights of the Series A Holders and/or the Ordinary Holders shall
not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase
right or right of first refusal held by the Company in the event of a termination of employment or
consulting relationship; or (b) any transfer to the parents, children or spouse, or to trusts for
the benefit of such persons, of any Founder for bona fide estate planning purposes; or (c) any sale
or transfer of Ordinary Shares by Valuetrue Investments Limited (each transferee pursuant to the
foregoing clauses (a), (b) and (c), a “Permitted Transferee”); provided that adequate
documentation therefor is provided to the Investors to their satisfaction and that any such
Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant
transferor; provided, further, that such transferor shall remain liable for any
breach by such Permitted Transferee of any provision hereunder.




          4.7 Prohibited Transfers.




               (a) Except for transfers by the Ordinary Holders to Permitted Transferees as provided in
Section 4.6 above, none of the Ordinary Holders or the Permitted Transferees shall, without the
prior written consent of holders of a majority of Series A Shares and their permitted transferees,
sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or
a series of transactions of any Company securities now held by him to any person any time prior to
the Qualified Public Offering; provided that during such period each Existing Shareholder
controlled by the Founders may sell, transfer, or otherwise dispose of, up to an aggregate of ten
percent (10%) of the issued outstanding Ordinary Shares held by such Existing Shareholder as of the
date hereof; provided further, that any such sale, transfer or disposition shall
nevertheless be subject to the right of first refusal, and co-sale rights of the Company and the
Series A Holders under Sections 4.3, 4.4 and 4.5 above.








20









 








               (b) Any attempt by a party to sell or transfer Restricted Shares or Series A Shares in
violation of this Section 4 shall be void and the Company hereby agrees it will not effect such a
transfer nor will it treat any alleged transferee as the holder of such shares without the written
consent of holders of a majority of Series A Shares.



          4.8 Legend.




               (a) Each certificate representing the Restricted Shares shall be endorsed with the following
legend:




“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS
AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
COMPANY.”



               (b) Each party agrees that the Company may instruct its transfer agent to impose transfer
restrictions on the shares represented by certificates bearing the legend referred to in Section
4.8(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so.
The legend shall be removed upon termination of the provisions of this Section 4.



          4.9 Restriction on Indirect Transfers. Notwithstanding anything to the contrary
contained herein, without the prior written approval of holders of at least a majority of the
Series A Shares:




               (a) Each of the Founders shall not, and shall use his best efforts to cause any shareholder of
any Existing Shareholder not to, directly or indirectly, sell, assign, transfer, pledge,
hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any
equity interest held, directly or indirectly, by such Founder and/or shareholder in such Existing
Shareholder to any person or entity other than one that is solely owned by such Founder and/or
shareholder;



               (b) Each Existing Shareholder shall not, and each of the Founders shall use his best efforts
to cause such Existing Shareholder not to, issue to any person any equity securities of such
Existing Shareholder or any options or warrants for, or any other securities exchangeable for or
convertible into, such equity securities of such Existing Shareholder; and



               (c) Notwithstanding above, the restrictions under this Section 4.9 shall not apply to (i) any
transfers or issuances with respect to the equity interest in Valuetrue Investments Limited; and
(ii) any transfers or issuances to the parents, children or spouse of any Founder and/or any
shareholder of an Existing Shareholder occurring after the date hereof with respect to the equity
interest in any Existing Shareholder which do not exceed twenty percent (20%) of the capital of
such Existing Shareholder at any time in the aggregate.



          4.10 Restriction on Series A Holders’ Transfers.









21









 








               (a) If any Series A Holder (the “Selling Series A Holder”) proposes to sell or transfer to its
permitted assigns other than its affiliated funds any Series A Shares held by it, then the Selling
Series A Holder shall promptly give written notice (the “Series A Transfer Notice”) to the Company
prior to such sale or transfer. The Series A Transfer Notice shall describe in reasonable detail
the proposed sale or transfer including, without limitation, the number of Series A Shares to be
sold or transferred (the “Offered Series A Shares”), the nature of such sale or transfer, the
consideration to be paid, and the name and address of each prospective purchaser or transferee.



               (b) The Company shall have the right, exercisable upon written notice to the Selling Series A
Holder, each other Series A Holder and each Ordinary Holder, within thirty (30) days after receipt
of the Series A Transfer Notice, to elect to purchase all or any part of the Offered Series A
Shares at the same price and subject to the same material terms and conditions as described in the
Series A Transfer Notice.



               (c) To the extent the Company does not elect to purchase the Series A Shares subject to the
Series A Transfer Notice in accordance with the provisions above, the Selling Series A Holder may,
not later than one hundred and twenty (120) days following delivery to the Company of the Series A
Transfer Notice, conclude a transfer of the Series A Shares covered by the Series A Transfer Notice
and not elected to be purchased by the Company, which shall be on substantially the same terms and
conditions as those described in the Series A Transfer Notice. Any proposed transfer on terms and
conditions which are materially different from those described in the Series A Transfer Notice, as
well as any subsequent proposed transfer of any Series A Shares by the Selling Series A Holder,
shall again be subject to the right of first refusal of the Company and shall require compliance by
the Selling Series A Shareholder with the procedures described in this Section 4.10.



               (d) Without the approval of the Board of the Company, the Series A Holders may not transfer
any Series A Shares to any competitor of the Company. In case of a transfer of any Series A Shares
by a Series A Holder to its permitted assignees, such Series A Holder shall have the obligation to
notify the permitted assignee of such restriction that Series A Holders may not transfer any Series
A Shares to any competitor of the Company. For the purpose of this Section 4.10, a “competitor” of
the Company shall mean any of the entities whose business or product competes against that of the
Company and its subsidiaries (including the Subsidiaries).



          4.11 Term. The provisions under this Section 4 shall terminate upon a Qualified Public
Offering.




     5. ASSIGNMENT AND AMENDMENT.



          5.1 Assignment. Notwithstanding anything herein to the contrary:




               (a) Information Rights; Registration Rights. The Information and Inspection Rights
under Section 1.1 may be assigned to any holder of Series A Shares; and the registration rights of
the Holders under Section 2 may be assigned to any Holder or to any person acquiring Registrable
Securities; provided, however, that in either case 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








22









 







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 5.




               (b) Rights of Participation; Right of First Refusal; Co-Sale Rights. Subject to
Section 4.10, the rights of the Investors under Sections 3 and 4 are fully assignable in connection
with a transfer of shares of the Company by the Investors; provided, however, that
no party may be assigned any of the foregoing rights unless the Company is given written notice by
the Investors 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.



          5.2 Amendment of Rights. Any provision in this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only by the written consent of (i) as to the Company, only by the
Company; (ii) as to each Subsidiary, by such Subsidiary; (iii) as to the Investors, by persons or
entities holding a majority of the Series A Shares held by the Investors and their assigns;
provided, however, that any holder of Series A Shares may waive any of its rights
hereunder without obtaining the consent of any other holders of Series A Shares or their assigns;
and (iv) as to each Existing Shareholder, by such Existing Shareholder and its assigns; and (v) as
to each Founder, by such Founder. Any amendment or waiver effected in accordance with this Section
5.2 shall be binding upon the Company, the Investors, the Subsidiaries, the Existing Shareholders,
the Founders and their respective assigns.




     6. CONFIDENTIALITY AND NON-DISCLOSURE.



          6.1 Disclosure of Terms. The terms and conditions of this Agreement and the Purchase
Agreement, and all exhibits and schedules attached to such agreements (collectively, the “Financing
Terms”), including their existence, shall be considered confidential information and shall not be
disclosed by any party hereto to any third party except in accordance with the provisions set forth
below; provided that such confidential information shall not include any information that
is in the public domain other than caused by the breach of the confidentiality obligations
hereunder.




          6.2 Press Releases, Etc. Any press release issued by the Company shall not disclose
any of the Financing Terms and the final form of such press release shall be approved in advance in
writing by the Investors. No other announcement regarding any of the Financing Terms in a press
release, conference, advertisement, announcement, professional or trade publication, mass marketing
materials or otherwise to the general public may be made without the Investors’ and the Company’s
prior written consent.




          6.3 Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any
of the Financing Terms to its current or bona fide prospective investors, employees, investment
bankers, lenders, partners, accountants and attorneys, in each case only where such persons or
entities are under appropriate nondisclosure obligations. Without limiting the generality of the
foregoing, the Investors shall be entitled to disclose the Financing Terms for the purposes of fund
reporting or inter-fund reporting or to their fund







23









 







manager, other funds managed by their fund manager and their respective auditors, counsel,
directors, officers, employees, shareholders or investors.




          6.4 Legally Compelled Disclosure. In the event that any party is requested or becomes
legally compelled (including without limitation, pursuant to securities laws and regulations) to
disclose the existence of this Agreement and the Purchase Agreement, any of the exhibits and
schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the
provisions of this Section 6, such party (the “Disclosing party”) shall provide the other parties
(the “Non-Disclosing Parties”) with prompt written notice of that fact and use all reasonable
efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective
order, confidential treatment or other appropriate remedy. In such event, the Disclosing party
shall furnish only that portion of the information which is legally required to be disclosed and
shall exercise reasonable efforts to keep confidential such information to the extent reasonably
requested by any Non-Disclosing party.




          6.5 Other Information. The provisions of this Section 6 shall be in addition to, and
not in substitution for, the provisions of any separate nondisclosure agreement executed by any of
the parties with respect to the transactions contemplated hereby.




          6.6 Notices. All notices required under this section shall be made pursuant to Section
8.1 of this Agreement.




     7. PROTECTIVE PROVISIONS.



          In addition to such other limitations as may be provided in the Memorandum and Articles and
the BVI Business Companies Act 2004, the following acts of the Company shall require the prior
written approval of the holder(s) of at least seventy-five percent (75%) of the outstanding Series
A Shares; provided that such requirement shall terminate upon a Qualified Public Offering:




          (i) any amendment or change of the rights, preferences, privileges or powers of, or the
restrictions provided for the benefit of, the Series A Shares of the Company;




          (ii) any action to authorize, create or issue shares of any class or series of the Company
having preferences superior to or on a parity with the Series A Shares in any aspects including
without limitation dividend rights, redemption rights and/or liquidation rights;




          (iii) any new issuance of any equity securities of the Company, excluding (i) any issuance of
the Series A Shares under the Purchase Agreement, (ii) any issuance of Ordinary Shares upon
conversion of the Series A Shares, and (iii) the issuance of up to 66.58 Ordinary Shares (or
options or warrants therefor) under employee equity incentive plans approved by the Board and the
Investors;




          (iv) any action of the Company to reclassify 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 Shares;




          (v) any increase or decrease of the authorized number of Ordinary Shares or Series A Shares of
the Company;









24









 








          (vi) any repurchase or redemption of any equity securities of the Company other than pursuant
to (A) the redemption right of the holders of Series A Shares as provided in the Memorandum and
Articles, or (B) contractual rights to repurchase Ordinary Shares from the employees, directors or
consultants of the Company upon termination of their employment or services or pursuant to a
contractual right of first refusal held by the Company;




          (vii) any amendment of the Memorandum and Articles of Association or other charter documents
of the Company (including any Major Subsidiary);




          (viii) any merger or consolidation of the Company (including any Subsidiary) with or into any
other business entity in which the shareholders of the Company (including any Subsidiary)
immediately after such merger or consolidation held shares representing less than a majority of the
voting power of the outstanding share capital of the surviving business entity;




          (ix) the sale, lease, transfer or other disposition of all or substantially all of the assets
of the Company (including any Subsidiary), except for intra-group transactions among the Company
and any Subsidiaries;




          (x) any licensing or otherwise transfer of the patents, copyrights, trademarks or other
intellectual property of the Company (including any Subsidiary) other than in the ordinary course
of its business, except for intra-group transactions among the Company and any Subsidiaries;




          (xi) any increase or decrease of the authorized number of the board members of the Company;




          (xii) the liquidation, dissolution or winding up of the Company (including any Subsidiary);




          (xiii) the declaration or payment of a dividend or other distribution on Ordinary Shares or
Series A Shares of the Company;




          (xiv) any increase of the number of Ordinary Shares of the Company reserved under any employee
equity incentive plan;




          (xv) any increase in compensation of any employee of the Company (including any Subsidiary)
with an annual salary of US$50,000 or more by more than twenty percent (20%) in a twelve (12) month
period;




          (xvi) the extension by the Company of any loan or guarantee for indebtedness to any director,
officer, employee or affiliate of the Company (including any Subsidiary), except for intra-group
transactions among the Company and any Subsidiaries;




          (xvii) any incurrence of indebtedness in excess of US$300,000 in the aggregate to the Company
(including any Subsidiary), or creation of any encumbrance whatsoever upon the assets, patents,
copyrights, trademarks or other intellectual property of the Company (including any Subsidiary);









25









 








          (xviii) any purchase by the Company (including any Subsidiary) of real property with a value
of US$300,000 or more, or any purchase of production facilities with a value of US$500,000 or more,
individually or in the aggregate;




          (xix) any transaction or series of transactions that are not in the ordinary course of the
Company’s business where the value involved exceeds US$300,000, individually or in the aggregate,
during any twelve (12) month period;




          (xx) approval of the annual consolidated budget of the Company; or




          (xxi) the appointment and removal of any key officer of the Company (including any Major
Subsidiary), including the Chief Executive Officer and the Chief Financial Officer;




          (xxii) the appointment and/or reappointment of auditors of the Company;




          (xxiii) any transaction involving both the Company (including any Subsidiary) and a
shareholder or any of the Company’s employees, officers, directors or shareholders or any affiliate
of a shareholder or any of its officers, directors or shareholders, except for intra-group
transactions among the Company and any Subsidiaries; or




          (xxiv) any items of capital expenditure outside the annual budget of the Company (including
any Subsidiary) in excess of US$150,000 per month, individually or in the aggregate.




     8. GENERAL PROVISIONS.



          8.1 Notices. Except as may be otherwise provided herein, all notices, requests,
waivers and other communications made pursuant to this Agreement shall be in writing and shall be
conclusively deemed to have been duly given (a) when hand delivered to the other party, upon
delivery; (b) when sent by facsimile at the number set forth in Exhibit E hereto, upon
receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in
the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the
other party as set forth in Exhibit E; or (d) three (3) business days after deposit with an
international overnight delivery service, postage prepaid, addressed to the parties as set forth in
Exhibit E with next business day delivery guaranteed, provided that the sending party
receives a confirmation of delivery from the delivery service provider.




          Each person making a communication hereunder by facsimile shall promptly confirm by telephone
to the person to whom such communication was addressed each communication made by it by facsimile
pursuant hereto but the absence of such confirmation shall not affect the validity of any such
communication. A party may change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 8.1 by giving the other party written notice of the new
address in the manner set forth above.




          8.2 Entire Agreement. This Agreement, the Purchase Agreement and any Ancillary
Agreements (as defined in the Purchase Agreement), together with all the exhibits hereto and
thereto, constitute and contain the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations,









26









 







correspondence, agreements, understandings, duties or obligations between the parties respecting
the subject matter hereof.




          8.3 Governing Law. This Agreement shall be governed by and construed exclusively in
accordance the internal laws of the State of California (or any similar successor provision)
without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of California to the rights and duties of
the parties hereunder.




          8.4 Severability. If any provision of this Agreement is found to be invalid or
unenforceable, then such provision shall be construed, to the extent feasible, so as to render the
provision enforceable and to provide for the consummation of the transactions contemplated hereby
on substantially the same terms as originally set forth herein, and if no feasible interpretation
would save such provision, it shall be severed from the remainder of this Agreement, which shall
remain in full force and effect unless the severed provision is essential to the rights or benefits
intended by the parties. In such event, the parties shall use best efforts to negotiate, in good
faith, a substitute, valid and enforceable provision or agreement which most nearly effects the
parties’ intent in entering into this Agreement.




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




          8.6 Successors and Assigns. Subject to the provisions of Section 6.1, the provisions
of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and
permitted assigns of the parties hereto.




          8.7
Interpretation; Captions. This Agreement shall be construed according to its fair
language. The rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in interpreting this Agreement. The captions to sections of
this Agreement have been inserted for identification and reference purposes only and shall not be
used to construe or interpret this Agreement. Unless otherwise expressly provided herein, all
references to Sections and Exhibits herein are to Sections and Exhibits of this Agreement.




          8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.




          8.9 Adjustments for Share Splits, Etc. Wherever in this Agreement there is a reference
to a specific number of shares of Series A Shares or Ordinary Shares of the Company, then, upon the
occurrence of any subdivision, combination or share dividend of the Series A Shares or Ordinary
Shares, the specific number of shares so referenced in this Agreement shall automatically be
proportionally adjusted to reflect the effect on the outstanding shares of such class or series of
shares by such subdivision, combination or share dividend.




          8.10 Aggregation of Shares. All Series A Shares or Ordinary Shares held or acquired by
Affiliated entities or persons (as defined in Rule 144 under the Securities Act)










27









 







shall be aggregated together for the purpose of determining the availability of any rights under
this Agreement.




          8.11 Shareholders Agreement to Control. If and to the extent that there are
inconsistencies between the provisions of this Agreement and those of the Memorandum and Articles,
the terms of this Agreement shall control as between the shareholders only. The parties agree to
take all actions necessary or advisable, as promptly as practicable after the discovery of such
inconsistency, to amend the Memorandum and Articles so as to eliminate such inconsistency.




          8.12 Dispute Resolution.




               (a) Negotiation
Between Parties; Mediations. The parties agree to negotiate in good
faith to resolve any dispute between them regarding this Agreement. If the negotiations do not
resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section
8.12(b) shall apply.



               (b) Arbitration. In the event the parties are unable to settle a dispute between them
regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to
and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with
the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be
incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three
arbitrators to be appointed according to the UNCITRAL Rules. The language of the arbitration shall
be English.



—
REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —





28











 





LIST OF EXHIBITS




	 	 	 

	Exhibit A

	 	Schedule of PRC Subsidiaries
	 
	 	 
	Exhibit B

	 	Schedule of Existing Shareholders
	 
	 	 
	Exhibit C

	 	Schedule of Founders
	 
	 	 
	Exhibit D

	 	Schedule of Investors
	 
	 	 
	Exhibit E

	 	Notices






 









 






EXHIBIT A




Schedule of PRC Subsidiaries




	1.	 	Land V. Limited (Fujian) 
	 
	2.	 	Land V. Limited (Shenzhen)

	 
	3.	 	Land V Limited (Hangzhou)

	 
	4.	 	Land V Limited (Tianjin) 
	 
	5.	 	Land V. Limited (Liaoyang)

	 
	6.	 	Land V. Limited (Weifang) 




 









 











EXHIBIT B




Schedule of Existing Shareholders




	1.	 	Grow Grand Limited
	 
	2.	 	Magnetic Star Holdings Ltd.
	 
	3.	 	Limewater Limited
	 
	4.	 	Natural Eternity Limited
	 
	5.	 	Valuetrue Investments Ltd.
	 
	6.	 	Win Seasons Finance Ltd.
	 
	7.	 	Honeycomb Assets Management Ltd.
	 
	8.	 	Natural Scent Limited




 









 











EXHIBIT C




Schedule of Founders




	1.	 	Ma Shing Yung
	 
	2.	 	Luan Li




 









 











EXHIBIT D




Schedule of Investors



	 	 	 	 	 	 	 	 	 
	Investor	 	No. of Series A Shares	 	Purchase Price (US$)
	Sequoia Capital China I, L.P.
	 	 	169.38	 	 	US$	3,150,383.31	 
	Sequoia Capital China Partners Fund I, L.P.
	 	 	19.46	 	 	US$	361,946.27	 
	Sequoia Capital China Principals Fund I, L.P.
	 	 	26.22	 	 	US$	487,678.89	 
	TOTAL
	 	 	215.06	 	 	US$	4,000,008.47	 






 









 






EXHIBIT E




Notices


If to the Company, the Existing Shareholders, the Subsidiaries or Founders:



Attention: Mr. Ma Shing Yung



Address: 1602, Tower 1, the Metropolis Residence, 8 Metropolis Road, Hung Hom, Kowloon, Hong Kong



Telephone: (852) 2330-2039



Facsimile: (852) 2330-6739



If to the Investors:



Attention: Neil Shen



Address: Sequoia Capital China, Suite 3202A, 32/F, the Centrium, 60 Wyndham Street, Central, Hong
Kong



Telephone: (852) 2501-5241



Facsimile: (852) 2501-5249





 











 





          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:





	 	 	 	 	 	 	 	 	 

	China Linong
International Limited

	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Ma Shing Yung	 	By: 
	/s/ Ma Shing Yung
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	Ma Shing Yung
	 	 	Name: 	Ma Shing Yung	 	 
	 

	Title: 	Director
	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 



















 





          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:






	 	 	 	 	 	 	 	 	 

	China Linong International Limited

	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
Luan Li	 	 	Name: 		 	 
	 

	Title: 	
Director	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 



















 





          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:





	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 	 	 	 
	 

	Title: 	 
	 	 	Title: 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
/s/ Xia Weimin	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 	 Xia Weimin	 	 
	 

	Title: 	
	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 





















 








          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:





	 	 	 	 	 	 	 	 	 

	China Linong International Limited
	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Law Kin Ip 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
Law Kin Ip	 	 	Name: 		 	 
	 

	Title: 	
Director	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 





















 








          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:





	 	 	 	 	 	 	 	 	 

	China Linong International Limited
	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	/s/ Ma Wen Lie	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 	Ma Wen Lie	 	 
	 

	Title: 	
	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 





















 






          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:






	 	 	 	 	 	 	 	 	 

	China Linong International Limited
	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ WANG XIAO GANG	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
WANG XIAO GANG	 	 	Name: 		 	 
	 

	Title: 	Director	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 





















 








          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:





	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
/s/ Fu Ming Xia	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 	Fu Ming Xia	 	 
	 

	Title: 	
	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	 		 	 
	 

	Title: 		 	 	 		 	 





















 








          IN WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.



By the Company and the Existing Shareholders:






	 	 	 	 	 	 	 	 	 

	China Linong International Limited
	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	For and on behalf of
Natural Scent Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Jin Li	 		
	 	 
	 

	 	 	 	 	 	 
	 

	Authorised Signature(s)	 	 	 		 	 
	 

	Name: 	
Jin Li	 	 	 		 	 
	 

	Title: 	Director	 	 	 		 	 






















 




By the Subsidiaries and Founders:




	 	 	 	 	 	 	 	 	 

	Land V. Group Limited	 	Land V. Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Ma Shing Yung	 	By: 
	/s/ Ma Shing Yung	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
Ma Shing Yung	 	 	Name: 	Ma Shing Yung	 	 
	 

	Title: 	Director	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Fujian)	 	Land V. Limited (Shenzhen) 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	LandV Limited (Hangzhou)	 	LandV Limited (Tianjin)
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Liaoyang)	 	Land V. Limited (Weifang)
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Ma Shing Yung	 		 	 
	 	 	 	 	 
	Ma Shing Yung	 	Luan Li	 	 



















 




By the Subsidiaries and Founders:




	 	 	 	 	 	 	 	 	 

	Land V. Group Limited	 	Land V. Limited 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	 	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Fujian)	 	Land V. Limited (Shenzhen) 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Luan Li	 	 	Name: 	 Luan Li	 	 
	 

	Title: 	
Legal Representative	 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
	LandV Limited (Hangzhou)	 	LandV Limited (Tianjin)
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Luan Li	 	 	Name: 	Luan Li	 	 
	 

	Title: 	Legal Representative	 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Liaoyang)	 	Land V. Limited (Weifang)
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Luan Li	 	 	Name: 	 Luan Li	 	 
	 

	Title: 	
Legal Representative	 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
		 	/s/ Luan Li	 	 
	 	 	 	 	 
	Ma Shing Yung	 	Luan Li	 	 



















 




By the Investors:




	 	 	 	 	 	 	 	 	 

	Sequoia Capital China I, L.P.	 	Sequoia Capital China Principals Fund I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Shen Nanpeng	 	By: 
	/s/ Shen Nanpeng	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Shen Nanpeng	 	 	Name: 	 Shen Nanpeng	 	 
	 

	Title: 	Managing Partner	 	 	Title: 	Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 
	Sequoia Capital China Partners Fund I, L.P.
	 	
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Shen Nanpeng	 	 
		 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Shen Nanpeng
	 	 			 	 
	 

	Title: 	Managing Partner	 	 			 	 



















 





EXHIBIT G




Key Officers and Employees




	1.	 	Ma Shing Yung
	 
	2.	 	Luan Li




















 








EXHIBIT H 




Indemnification Agreement
















 





DIRECTOR INDEMNIFICATION AGREEMENT




     This Director Indemnification
Agreement, dated as of April 27, 2006 (this “Agreement”), is
made by and between China Linong International Limited, a BVI business company organized under the
laws of the British Virgin Islands (the “Company”), and Shen
Nanpeng (“Indemnitee”).



RECITALS:




     A. The business and affairs of the Company shall be managed by or under the direction of its
board of directors.



     B. Indemnitee is a director of the Company and his/her willingness to serve in such capacity
is predicated, in substantial part, upon the Company’s willingness to indemnify him/her in
accordance with the principles reflected above, to the fullest extent permitted by the laws of the
British Virgin Islands, and upon the other undertakings set forth in this Agreement.



     C. Therefore, in recognition of the need to provide Indemnitee with substantial protection
against personal liability, in order to procure Indemnitee’s continued service as a director of the
Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in
order to provide such protection pursuant to express contract rights (intended to be enforceable
irrespective of, among other things, any amendment to the Company’s Memorandum and Articles of
Association (collectively, the “Constituent Documents”), any change in the composition of the
Company’s Board of Directors (the “Board”) or any change-in-control or business combination
transaction relating to the Company), the Company wishes to provide in this Agreement for the
indemnification of and the payment of Expenses (as defined in Section 1(g)) to Indemnitee as set
forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies.



     D. In light of the considerations referred to in the preceding recitals, it is the Company’s
intention and desire that the provisions of this Agreement be construed liberally, subject to their
express terms, to maximize the protections to be provided to Indemnitee hereunder.



AGREEMENT:




     NOW, THEREFORE, the parties hereby agree as follows:



     1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms
have the following meanings when used in this Agreement with initial capital letters:



          (a) “Change in Control” means the occurrence after the date of this Agreement of any of the
following events:



               (i) the consummation of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition of assets
of another corporation, or other transaction (each, a
“Business Combination”), unless, in each
case, immediately following such Business Combination all or substantially all of the beneficial
owners of voting stock of the Company immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the combined voting power of the then outstanding
shares of voting stock of the entity resulting from such Business Combination or



               (ii) approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.



          (b) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of
the Company and any individual becoming a Director subsequent to the date hereof whose election
shall be pursuant to the Constituent Documents of the Company.



          (c) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns
50% or more of the outstanding Voting Stock.



          (d) “Voting Stock” means securities entitled to vote under the Constituent Documents of the
Company.



 









 





          (e) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action,
suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other,
and whether made pursuant to federal, state or other law; and (ii) any inquiry or investigation,
whether made, instituted or conducted by the Company or any other party, including without
limitation any federal, state or other governmental entity, that Indemnitee reasonably determines
might lead to the institution of any such claim, demand, action, suit or proceeding.



          (f) “Disinterested Director” means a director of the Company who is not and was not a party to
the Claim in respect of which indemnification is sought by Indemnitee.



          (g) “Expenses” means reasonable attorneys’ and experts’ fees and expenses and all other
reasonable costs and expenses payable by the Indemnitee in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to
investigate, defend, be a witness in or participate in (including on appeal), any Claim.



          (h) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a
director, officer, employee or agent of the Company or as a director, officer, employee, member,
manager, trustee or agent of any other corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is
or was serving at the request of the Company as a director, officer, employee, member, manager,
trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in
respect of any business, transaction, communication, filing, disclosure or other activity of the
Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii)
Indemnitee’s status as a current or former director, officer, employee or agent of the Company or
as a current or former director, officer, employee, member, manager, trustee or agent of the
Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual,
alleged or suspected act or failure to act by Indemnitee in connection with any obligation or
restriction imposed upon Indemnitee by reason of such status, provided that “Indemnifiable Claim”
shall not include any Claim based upon, arising out of or resulting from Indemnitee’s fraud, gross
negligence and willful default.



          (i) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting
from any Indemnifiable Claim.



          (j) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Indemnifiable Claim
giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



          (k) “Losses” means any and all damages, losses, liabilities, judgments, fines, penalties
(whether civil, criminal or other) and reasonable amounts paid in settlement, including without
limitation all interest, assessments and other charges paid or payable in connection with or in
respect of any of the foregoing.



     2. Indemnification Obligation. Subject to Section 7, the Company shall indemnify, defend and
hold harmless Indemnitee, to the fullest extent permitted by the laws of the British Virgin Islands
in effect on the date hereof or as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification, against any and all Indemnifiable Claims and
Indemnifiable Losses; provided, however, that, except as provided in Sections 5 and 20, Indemnitee
shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim
initiated by Indemnitee against the Company or any director or officer of the Company unless the
Company has joined in or consented to the initiation of such Claim.



     3. Payment of Expenses.



          (a) Subject to clause 3(b) below, Indemnitee shall have the right to request the Company,
prior to the final disposition of any Indemnifiable Claim, to pay any and all Expenses relating to
any Indemnifiable Claim.



          (b) The Indemnitee shall send to the Company any invoice, bill or other document or evidence
under which any Expenses are or will be payable by the indemnitee (“Invoice”), and the Company
shall, within five business



2









 




days after receipt of such Invoice or within such time as required by such Invoice, whichever is
earlier, pay such Expenses on behalf of Indemnitee directly to the issuer of such Invoice
requesting for payment provided that Indemnitee shall repay, without interest and within five
business days of the final disposition, any amounts actually paid by the Company under this clause
if any Claim is determined not to be an Indemnifiable Claim.




     4. Indemnification for Additional Expenses. The Company shall also indemnify the Indemnitee
against and, shall pay, pursuant to the request of the Indemnitee made in accordance with clause
3(b), any Expenses in connection with any Claim by Indemnitee for (a) indemnification or payment of
Expenses by the Company under any provision of this Agreement, or under any other agreement or
provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims,
and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled
to such indemnification, payment or insurance recovery, as the case may be.



     5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of
the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.



     6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an
Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
therefor, including a brief description (based upon information then available to Indemnitee) of
such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the
Company has directors’ and officers’ liability insurance in effect under which coverage for such
Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give written
notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers as soon as
reasonably practicable in accordance with the procedures set forth in the applicable policies. The
Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and
copies of all subsequent correspondence between the Company and such insurers regarding the
Indemnifiable Claim or Indemnifiable Loss, in each case reasonably concurrently with the delivery
or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any
Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability
hereunder unless, and only to the extent that, the Company did not otherwise learn of such
Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of
substantial defenses, rights or insurance coverage.



     7. Determination of Right to Indemnification.



          (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in
defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter
therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified
against all Indemnifiable Losses relating to such Indemnifiable Claim in accordance with Section 2
and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.



          (b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable
Claim that shall have been finally disposed of, any determination of whether Indemnitee has
satisfied any applicable standard of conduct under any applicable law that is a legally required
condition to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to such
Indemnifiable Claim (a“Standard of Conduct Determination”) shall be made as follows: (i) unless a
Change of Control has occurred, or (A) by a majority vote of the Disinterested Directors, even if
less than a quorum of the Board, (B) if there are no such Disinterested Directors, by Independent
Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to
Indemnitee; and (ii) if a Change in Control shall has occurred by Independent Counsel in a written
opinion addressed to the Board, a copy of which shall be delivered to Indemnitee. The Company shall
indemnify and hold harmless Indemnitee against and shall, pursuant to the request of the Indemnitee
made in accordance with clause 3(b), pay any and all reasonable costs and expenses (including
reasonable attorneys’ and experts’ fees and expenses) payable by Indemnitee in cooperating with the
person or persons making such Standard of Conduct Determination.



          (c) The Company shall use its reasonable best efforts to cause any Standard of Conduct
Determination required under Section 7(b) to be made as promptly as practicable. If the person or
persons determined under Section 7 to make the Standard of Conduct Determination shall not have
made a determination within 30 days after the later of (A) receipt by the Company of written notice
from Indemnitee advising the Company of the final disposition




3











 




of the
applicable Indemnifiable Claim (the date of such receipt being the
“Notification Date”)
and (B) the selection of an Independent Counsel, if such determination is to be made by Independent
Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct;
provided that such 30-day period may be extended for a reasonable time, not to exceed an additional
30 days, if the person or persons making such determination in good faith requires such additional
time to obtain or evaluate information relating thereto.




          (d) If (i) Indemnitee shall be entitled to indemnification pursuant to Section 7(a), (ii) no
determination of whether Indemnitee has satisfied any applicable standard of conduct under the
applicable law is a legally required condition to indemnification of Indemnitee hereunder against
any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section
7(b) or (c) to have satisfied any applicable standard of conduct under the applicable law which is
a legally required condition to indemnification of Indemnitee then the Company shall pay to
Indemnitee, within five business days after the later of (x) the expiry of the 30-day period
provided in Section 7(c) (as extended in accordance with such Section) and (y) the earliest date on
which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal
to such Indemnifiable Losses.




          (e) If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to
Section 7(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the
Company shall give written notice to Indemnitee advising him or her of the identity of the
Independent Counsel so selected. If a Standard of Conduct Determination is to be made by
Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by
Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of
the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may,
within five business days after receiving written notice of selection from the other, deliver to
the other a written objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria
set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person or firm so selected shall act as Independent Counsel. If such written objection is
properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that
such objection is without merit and (ii) the non-objecting party may, at its option, select an
alternative Independent Counsel and give written notice to the other party advising such other
party of the identity of the alternative Independent Counsel so selected, in which case the
provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply
to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the
immediately preceding sentence shall apply to successive alternative selections. If no Independent
Counsel that is permitted under the foregoing provisions of this Section 7(e) to make the Standard
of Conduct Determination shall have been selected within 30 days after the Company gives its
initial notice pursuant to the first sentence of this Section 7(e) or Indemnitee gives its initial
notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company
or Indemnitee may initiate arbitration pursuant to Section 17 below for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected pursuant to such
arbitration, and the person or firm with respect to whom all objections are so resolved or the
person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay
all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the
Independent Counsel’s determination pursuant to Section 7(b).




     8. Presumption of Entitlement. In making any Standard of Conduct Determination, the person or
persons making such determination shall presume that Indemnitee has satisfied the applicable
standard of conduct, and the Company may overcome such presumption only by its adducing clear and
convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to
Indemnitee may be challenged by the Indemnitee pursuant to arbitration under Section 17. No
determination by the Company (including by its directors or any Independent Counsel) that
Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by
Indemnitee for indemnification of Expenses by the Company hereunder or create a presumption that
Indemnitee has not met any applicable standard of conduct.



     9. No Other Presumption. For purposes of this Agreement, the termination of any Claim by
judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea
of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet
any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.



4









 





     10. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other
rights Indemnitee may have under the Constituent Documents, or the substantive laws of the
Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other
Indemnify Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would
have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be
deemed to have such greater right hereunder and (b) to the extent that any change is made to any
Other Indemnity Provision which permits any greater right to indemnification than that provided
under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right
hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect
of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this
Agreement or any Other Indemnity Provision.



     11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director
and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any
pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts
(taking into account the scope and amount of coverage available relative to the cost thereof) to
cause to be maintained in effect policies of directors’ and
officers’ liability
insurance providing coverage for directors and/or officers of the Company that is at least
substantially comparable in scope and amount to that provided by the Company’s current policies of
directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of
all directors’ and officers’ liability insurance applications, binders, policies,
declarations, endorsements and other related materials, and shall provide Indemnitee with a
reasonable opportunity to review and comment on the same. Without limiting the generality or effect
of the two immediately preceding sentences, the Company shall not discontinue or significantly
reduce the scope or amount of coverage from one policy period to the next (i) without the prior
approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii)
if at the time that any such discontinuation or significant reduction in the scope or amount of
coverage is proposed there are no Incumbent Directors, without the prior written consent of
Indemnitee (which Consent shall not be unreasonably withheld or delayed). In all policies of
directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as
an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the
same limitations, as are accorded to the Company’s directors and officers most favorably insured by
such policy. The Company may, but shall not be required to, create a trust fund, grant a security
interest or use other means, including without limitation a letter of credit, to ensure the payment
of such amounts as may be necessary to satisfy its obligations to indemnify and pay expenses
pursuant to this Agreement.



     12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the related rights of recovery of Indemnitee against other
persons or entities (other than Indemnitee’s successors), including any entity or enterprise
referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee
shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s
reasonable Expenses, including attorneys’ fees and charges, related thereto paid by the
Company under this Agreement).



     13. No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has
otherwise actually received payment under any insurance policy, the Constituent Documents and Other
Indemnity Provisions or otherwise.



     14. Defense of Claims. The Company shall be entitled to participate in the defense of any
Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the
Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by
Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present
such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable
Claim (including any impleaded parties) include both the Company and Indemnitee and that there may
be one or more legal defenses available to Indemnitee that are different from or in addition to
those available to the Company, or (c) any such representation by such counsel would be precluded
under the applicable standards of professional conduct then prevailing, then Indemnitee shall be
entitled to retain separate counsel (but not more than one law firm plus, if applicable, local
counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company
shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any
threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The
Company shall not, without the prior written consent of the Indemnitee, effect any settlement of
any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party
unless such settlement solely involves the payment of money and includes a complete and
unconditional release of the Indemnitee from all liability on any claims that are the subject
matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold
its consent to any proposed



5









 




settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release of Indemnitee.




     15. Successors and Binding Agreement. (a) The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form and substance
satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be required to perform if no
such succession had taken place. This Agreement shall be binding upon and inure to the benefit of
the Company and any successor to the Company, including without limitation any person acquiring
directly or indirectly all or substantially all of the business or assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be
deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or
delegatable by the Company.



          (b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s
personal or legal representatives, executors, administrators, heirs, distributees, legatees and
other successors.




          (c) This Agreement is personal in nature and neither of the parties hereto shall, without the
consent of the other, assign or delegate this Agreement or any rights or obligations hereunder
except as expressly provided in Sections 15(a) and 15(b). Without limiting the generality or effect
of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether
by pledge, creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted
assignment or transfer contrary to this Section 15(c), the Company shall have no liability to pay
any amount so attempted to be assigned or transferred.




     16. Notices. For all purposes of this Agreement, all communications, including without
limitation notices, consents, requests or approvals, required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched
by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by registered or certified mail, return receipt requested, postage prepaid
or one business day after having been sent for next-day delivery by an internationally recognized
overnight courier service, addressed to the Company (to the attention of the Secretary of the
Company) and to Indemnitee at the addresses shown on the signature page hereto, or to such other
address as any party may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address will be effective only upon receipt.



     17. Governing Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by and construed in accordance with the substantive laws of the State
of California. The Company and Indemnitee each hereby irrevocably consent to the arbitration of the
Hong Kong International Arbitration Center for all purposes in connection with any action or
proceeding which arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be brought only for arbitration before the Hong Kong International
Arbitration Center. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration
Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference
into this Section 17. The arbitration tribunal shall consist of three arbitrators to be appointed
according to the UNCITRAL Rules. The language of the arbitration shall be English.



     18. Validity. If any provision of this Agreement or the application of any provision hereof to
any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of
this Agreement and the application of such provision to any other person or circumstance shall not
be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal.
In the event that any court or other adjudicative body shall decline to reform any provision of
this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the
immediately preceding sentence, the parties thereto shall take all such action as may be necessary
or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal
with one or more alternative provisions that effectuate the purpose and intent of the original
provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise
illegal.



     19. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless
such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the
Company. No waiver by either party hereto at any time of any breach by the other party hereto or
compliance with any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions



6









 




at the
same or at any prior or subsequent time. No agreements or representations, oral or
otherwise, expressed or implied with respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Agreement. References to Sections are to references
to Sections of this Agreement.




     20. Legal Fees and Expenses. It is the intent of the Company that Indemnitee not be required
to incur legal fees and or other Expenses associated with the interpretation, enforcement or
defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be extended to Indemnitee
hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if
it should appear to Indemnitee that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes of threatens to
take any action to declare this Agreement void or unenforceable, or institutes any litigation or
other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided
or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the
Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the
Company as hereafter provided, to advise and represent Indemnitee in connection with any such
interpretation, enforcement or defense, including without limitation the initiation or defense of
any litigation or other legal action, whether by or against the Company or any director, officer,
stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any
existing or prior attorney-client relationship between the Company and such counsel, the Company
irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such
counsel, and in that connection the Company and Indemnitee agree that a confidential relationship
shall exist between Indemnitee and such counsel. Without respect to whether Indemnitee prevails, in
whole or in part, in connection with any of the foregoing, the Company will pay and be solely
financially responsible for any and all attorneys’ and related fees and expenses incurred by
Indemnitee in connection with any of the foregoing.



     21. Certain Interpretive Matters. No provision of this Agreement shall be interpreted in favor
of, or against, either of the parties hereto by reason of the extent to which any such party or its
counsel participated in the drafting thereof or by reason of the extent to which any such provision
is inconsistent with any prior draft hereof or thereof.



     22. Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original but all of which together shall constitute one and the same
agreement.



[the space below has been intentionally left blank]




7









 








     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written.



	 	 	 	 	 
	 	

China Linong International Limited



P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

 	 
	 	By:  	/s/ Ma Shing Yung
 	 
	 	 	(Signature) 	 
	 	 	 	 
	 	Director

       (Title of Signing Person)




Shen Nanpeng





	 	
 	 
	 	Signature of Director 	 
	 
	 	
Suite 3202A, 32/F, the Centrium

60 Wyndham Street, Central, Hong Kong	 



8









 







     IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written.



	 	 	 	 	 
	 	



China Linong International Limited



P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola, British Virgin Islands

 	 
	 	By:  	 	 
	 	 	(Signature) 	 
	 	 	 	 
	 	Director 
	 
	 	 	      (Title of Signing Person) 	 
	 	

Shen Nanpeng

 	 
	 	/s/ Shen Nanpeng
 	 
	 	Signature of Director 	 
	 
	 	Suite 3202A, 32/F, the Centrium

60 Wyndham Street, Central, Hong Kong 	 
	 
















 





EXHIBIT I




Notices


If to the Company, the Subsidiaries or Founders:



Attention: Mr. Ma Shing Yung



Address: 1602, Tower 1, the Metropolis Residence, 8 Metropolis Road, Hung Hom, Kowloon, Hong Kong



Telephone: (852) 2330-2039



Facsimile: (852) 2330-6739



If to the Investors:



Attention: Neil Shen



Address: Sequoia Capital China, Suite 3202A, 32/F, the Centrium, 60 Wyndham Street, Central, Hong
Kong



Telephone: (852) 2501-5241



Facsimile: (852) 2501-5249

















 





     IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.





	 	 	 	 	 	 	 	 	 

	China Linong International Limited
	 	Land V. Group Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited	 	Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

		 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 		 	 	Name: 	Luan Li	 	 
	 

	Title: 		 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Hangzhou)	 	Land V. Limited (Tianjin)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	Luan Li	 	 	Name: 	Luan Li	 	 
	 

	Title: 	Legal Representative	 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Liaoyang)	 	Land V. Limited (Weifang)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	By: 
	/s/ Luan Li	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Luan Li	 	 	Name: 	 Luan Li	 	 
	 

	Title: 	Legal Representative	 	 	Title: 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Shenzhen)	 	Ma Shing Yung	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Luan Li	 	
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Luan Li	 	 			 	 
	 

	Title: 	Legal Representative	 	 			 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 Luan Li	 	Sequoia Capital China I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/  Luan Li	 	By: 
	
	 	 
	 	 	 	 	 	 
	 

		
	 	 	Name: 		 	 
	 

		
	 	 	Title: 		 	 


















 





     IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.





	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	Land V. Group Limited	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Ma Shing Yung	 	By: 
	/s/ Ma Shing Yung	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Ma Shing Yung	 	 	Name: 	 Ma Shing Yung	 	 
	 

	Title: 	Director	 	 	Title: 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited	 	Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Ma Shing Yung	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	 Ma Shing Yung	 	 	Name: 		 	 
	 

	Title: 	Director	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Hangzhou)	 	Land V. Limited (Tianjin)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Liaoyang)	 	Land V. Limited (Weifang)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Shenzhen)	 	Ma Shing Yung	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	/s/ Ma Shing Yung	 	 
	 

	 	 	 	 	 
	 

	Name: 	
	 	 			 	 
	 

	Title: 	
	 	 			 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Luan Li	 	Sequoia Capital China I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

		
	 	 	Name: 		 	 
	 

		
	 	 	Title: 		 	 


















 





     IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Agreement as of the date and year first above written.





	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	Land V. Group Limited	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited	 	Land V. Limited (Fujian)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Hangzhou)	 	Land V. Limited (Tianjin)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Liaoyang)	 	Land V. Limited (Weifang)	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	By: 
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 	Name: 		 	 
	 

	Title: 	
	 	 	Title: 		 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Land V. Limited (Shenzhen)	 	Ma Shing Yung	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	  	 	
	
	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	
	 	 			 	 
	 

	Title: 	
	 	 			 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Luan Li	 	Sequoia Capital China I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	  	 	By: 
	
/s/ Shen Nanpeng	 	 
	 

	 	 	 	 	 	 
	 

	 	
	 	 	Name: 	 Shen Nanpeng	 	 
	 

	 	
	 	 	Title: 	Managing Partner	 	 


















 







	 	 	 	 	 	 	 	 	 

	Sequoia Capital China Principals Fund I, L.P.	 	Sequoia Capital China Partners Fund I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Shen Nanpeng	 	By: 
	/s/ Shen Nanpeng	 	 
	 

	 	 	 	 	 	 
	 

	Name: 	Shen Nanpeng	 	 	Name: 	Shen Nanpeng	 	 
	 

	Title: 	Managing Partner	 	 	Title: 	Managing Partner