ex4-72.htm


    
      Execution
        Version

       

      Exhibit
        4.72

       

       

       

      SHARE
        PURCHASE AND SUBSCRIPTION AGREEMENT

       

       

      by
        and among

       

      Ixworth
        Enterprises Limited

       

      Beijing
        Ninetowns Network and Software Co., Ltd.

       

      Mr.
        Fan Hui Yang

       

      Zhi
        Sheng Limited

       

      Ample
        Spring Holdings Limited

       

      BeijingBaichuan
        Tongda Science and
        Technology Development Co., Ltd.

       

      and

       

      Mr.
        Zhou Peiji and Mr. Zhou Lijun

       

       

       

      April
        9, 2007

       

       

       


      



    
      SHARE
        PURCHASE AND SUBSCRIPTION AGREEMENT

      This
        SHARE PURCHASE AND SUBSCRIPTION AGREEMENT (this
“Agreement”) is entered
        into on April 9, 2007 by and among the following parties:

      A.         Ixworth
        Enterprises Limited, a British
        Virgin Islands company (the “Purchaser”);

       

      B.          Beijing
        Ninetowns Network and Software Co., Ltd., a wholly foreign-owned enterprise established
        under the laws of the PRC
        (the “WFOE”);


       

      
        	
                 

              	
                C.

              	
                Mr.
                  Fan Hui Yang (“Mr.
                  Fan”);

              


      

       

      
        	
                 

              	
                D.

              	
                Zhi
                  Sheng Limited, a British Virgin
                  Islands company (“Zhi
                  Sheng”);

              


      

       

      E.           Ample
        Spring Holdings Limited, a British
        Virgin Islands company (the “Company”);

       

      F.            BeijingBaichuan
        Tongda Science and
        Technology Development Co., Ltd.,a limited liability
        company formed under the laws of the PRC
        (“Baichuan”);
        and

       

      G.           Mr.Zhou
        Peiji and Mr.Zhou
        Lijun (each a “Baichuan
        Principal” and collectively, the
“Baichuan
        Principals”).


       

      RECITALS

      WHEREAS,
        Mr. Fan is the sole shareholder of
        Zhi Sheng and Zhi Sheng owns the entire issued share capital of the
        Company.

      WHEREAS,
        the Baichuan Principals
        collectively own all the equity interests in Baichuan.

      WHEREAS,
        to further develop and expand the
        Purchaser’s business in the PRC, the Purchaser desires to ensure that certain
        cooperation and service agreements are entered into by and among the WFOE,
        Baichuan and the Baichuan Principals, as applicable.

      WHEREAS,
        subject to the terms and conditions
        hereof, the Purchaser desires to acquire from Zhi Sheng thirty-five (35)
        issued
        and outstanding ordinary shares of the Company and to subscribe for thirty-five
        (35) new ordinary shares to be issued by the Company, in order for the Purchaser
        to hold seventy percent (70%) of the Company’s fully-diluted share capital, and
        Zhi Sheng desires to sell, and the Company desires to allot and issue such
        ordinary shares to the Purchaser.

       


      



    
      AGREEMENT

      NOW,
        THEREFORE, in consideration of the
        mutual promises, covenants and conditions hereinafter set forth, the parties
        hereto agree as follows:

      ARTICLE
        1

      DEFINITIONS.

      1.1          Certain
        Defined Terms. As used in this Agreement,
        the following terms shall have the following respective meanings:

      “Action”
shall
        mean any action, suit, proceeding, claim, arbitration or
        investigation.

      “Affiliate”
        shall mean, with respect to any given Person, a Person that Controls, is
        Controlled by, or is under common Control with the given Person, whereas
        “Control” means, when
        used with respect to any Person, the power to direct the management and policies
        of such Person, directly or indirectly, whether through the ownership of
        Equity
        Rights, by contract or otherwise, and the terms “Controlling” and “Controlled”
have
        meanings correlative to the
        foregoing.

      “Board”
shall
        mean the board of directors of the Company.

      “Business
        Day”
or “business
        day”shall mean any day
        that is not a Saturday, Sunday,
        legal holiday or a day on which banks are required to be closed in the British
        Virgin Islands, Hong Kong or the PRC.

      “Encumbrance”
        shall mean any lien, encumbrance, hypothecation, right of others, proxy,
        voting
        trust, or similar arrangement, pledge, security interest, collateral security
        agreement, mortgage, objection, title defect, title retention agreement,
        option,
        restrictive covenant, restriction on transfer, right of first refusal or
        first
        offer, or any other comparable interest of any nature whatsoever.

      “Environmental
        Claim” shall mean any claim, action, cause of action,
        investigation, or notice
        (written or oral) by any person or entity alleging potential liability arising
        out of, based on, or resulting from: (i) the presence, or release into the
        environment, of any Material of Environmental Concern at any location; or
        (ii)
        circumstances forming the basis of any violation, or alleged violation, of
        any
        Environmental Law.

      “Environmental
        Laws” shall mean all laws and regulations of any
        jurisdiction where a Group
        Company is or has engaged in business activities relating to pollution or
        protection of human health or the environment, or otherwise relating to the
        manufacture, processing, distribution, use, treatment, storage, disposal,
        transport or handling of any Materials of Environmental Concern. 

      “Group
        Companies” shall mean the Company and Baichuan (each
        a “Group Company”), unless
        the text
        specifically indicates otherwise.

       

      2

       


      



    
      “Government
        Authority” shall mean any court, tribunal, arbitrator,
        authority, agency,
        commission, official or other instrumentality, or governmental or
        quasi-governmental entity, or any regional, provincial, county, city or other
        political subdivision or regulatory body of the PRC, Hong Kong or British
        Virgin
        Islands.

      “Hong
        Kong”
shall mean the Hong Kong Special Administrative
        Region.

      “IAS”
shall
        mean
        the International Accounting Standards.

      “
        ICP License”
shall mean the Internet Content Provider
        License issued by the Ministry of
        Information Industry of the PRC.

      “Material
        Adverse Effect” means any change or effect (or aggregation
        of changes and effects) that
        is materially adverse to the business, financial condition, prospects, assets,
        liabilities or operations of any Group Company.

      “Materials
        of Environmental
        Concern” shall mean chemicals, pollutants,
        contaminants, wastes, toxic substances, hazardous substances, petroleum,
        and
        petroleum products.

      “Person”
shall
        mean any corporation, company, partnership, limited liability company, other
        business organization or entity, and any individual.

       

      “PRC”
shall
        mean
        the People’s Republic of China, excluding Hong Kong, the Macau Special
        Administrative Region, and the islands of Taiwan.

       

      “PRC
        GAAP”shall mean the accounting
        principles generally
        accepted in the PRC.

      “Proprietary
        Rights” shall mean any and all patents, patent rights
        and applications therefor
        and all reissues, re-examinations, continuations, continuations-in-part,
        divisions, and patent term extensions thereof, inventions (whether patentable
        or
        not), discoveries, improvements, concepts, innovations, industrial models,
        registered and unregistered copyrights, copyright registrations and
        applications, author’s rights, works of authorship (including artwork of any
        kind and software of all types in whatever medium, inclusive of computer
        programs, source code, object code and executable code, and related
        documentation), URLs, web sites, web pages and any part thereof, technical
        information, know-how, trade secrets, drawings, designs, design protocols,
        specifications for parts and devices, quality assurance and control procedures,
        design tools, manuals, research data concerning historic and current research
        and development efforts, including the results of successful and unsuccessful
        designs, databases and proprietary data, proprietary processes, proprietary
        rights, technology, engineering, discoveries, formulae, algorithms, operational
        procedures, trade names, trade dress, trademarks, domain names, service marks,
        mask works, and registrations and applications therefor, the goodwill of
        the
        business symbolized or represented by the foregoing, customer lists and other
        proprietary information and common law rights.

      “RMB”
shall
        mean
        the lawful currency of the PRC.

       

      3

       


      



    
      “Securities
        Act”
shall mean the U.S. Securities Act of 1933,
        as amended.

      “Shares”
shall
        mean the ordinary shares of the Company, par value US$1.00 per
        share.

      “Shareholders
        Agreement” shall mean the
        shareholders agreement to be entered into among the Company, the Purchaser,
        Mr.
        Fan and Zhi Sheng;

      “Subsidiary”
or
        “subsidiary”shall
        mean, with respect to any subject entity (the
“subject entity”), (i) any company, partnership or other entity (x) more than
        fifty percent (50%) of whose shares or other interests entitled to vote in
        the
        election of directors, or (y) more than a fifty percent (50%) interest in
        the
        profits or capital of such entity, are owned or controlled directly or
        indirectly by the subject entity or through one or more Subsidiaries of the
        subject entity; (ii) any entity whose assets, or portions thereof, are
        consolidated with the net earnings of the subject entity and are recorded
        on the
        books of the subject entity for financial reporting purposes in accordance
        with
        IAS; or (iii) any entity with respect to which the subject entity has the
        power
        to otherwise direct the business and policies of that entity directly or
        indirectly through another subsidiary.

      “Transaction
        Agreements” shall mean this Agreement, the Shareholders
        Agreement and the Baichuan
        Restructure Documents.

      “US$”
shall
        mean
        the lawful currency of the United States of America.

      “Warrantors”
        shall mean the Company, Baichuan, Zhi Sheng, Mr. Fan and the Baichuan
        Principals, unless the text specifically indicates otherwise.

      1.2          Definitions.
        The meanings of the following terms
        are specified in the Sections set forth below:

      
        	
                Definition

              	
                Location

              
	
                Baichuan
                  Principals

              	
                Preamble

              
	
                Baichuan
                  Replacement Shareholders

              	
                Section
                  6.1.11

              
	
                Baichuan
                  Restructure Documents

              	
                Section
                  6.1.12

              
	
                Business
                  Plan

              	
                Section
                  6.1.13

              
	
                Claim

              	
                Section
                  9.2.1

              
	
                Closing

              	
                Section
                  3.1.1

              
	
                Closing
                  Date

              	
                Section
                  3.1.1

              
	
                Damages

              	
                Section
                  9.1

              
	
                Deferred
                  Investment

              	
                Section
                  2.2.4

              
	
                Disclosure
                  Schedules

              	
                Article
                  4

              


      

       

       

      4

       


      



    
       

      
        	
                Definition

              	
                Location

              
	
                Employment
                  Contracts

              	
                Section
                  4.11.1

              
	
                Financial
                  Statements

              	
                Section
                  4.6

              
	
                Governmental
                  Authorizations

              	
                Section
                  4.4.1

              
	
                HKIAC

              	
                Section
                  11.13

              
	
                Holdback
                  Amount

              	
                Section
                  2.2.3

              
	
                Inbound
                  Technology Licenses

              	
                Section
                  4.10.4

              
	
                Indemnified
                  Persons

              	
                Section
                  9.1

              
	
                Knowledge

              	
                Article
                  4

              
	
                New
                  Shares

              	
                Section
                  2.1.2

              
	
                New
                  WFOE

              	
                Section
                  2.2.4

              
	
                Outbound
                  Technology Licenses

              	
                Section
                  4.10.4

              
	
                Public
                  Software

              	
                Section
                  4.10.14

              
	
                Purchase
                  Price

              	
                Section
                  2.2

              
	
                Sale
                  Shares

              	
                Section
                  2.1.1

              
	
                Subscription
                  Price

              	
                Section
                  2.2

              
	
                Technology

              	
                Section
                  4.10.1

              
	
                Technology
                  Agreements

              	
                Section
                  4.10.4

              
	
                Terms

              	
                Section
                  10.1

              


      

       

      1.3          Interpretation.
        Unless the context otherwise
        requires, any noun or pronoun utilized in this Agreement is deemed to include
        the plural as well as the singular and to cover all genders. Unless otherwise
        specified, words such as “herein,” “hereof,” “hereby,” “hereunder” and other
        words of similar import refer to this Agreement as a whole and not to any
        particular clause or sub-clause of this Agreement. References to “Articles,”
“sections” or “provisions” refer to particular Articles, sections or provisions
        of this Agreement. Unless otherwise specified, references to the word
“including” shall be deemed to be followed by words “without limitation,” “but
        not limited to,” or words of similar import as applicable.

      1.4          Warrantor
        Obligations. Where this Agreement or
        any Transaction Agreement places an obligation on any Warrantor, each other
        Warrantor shall use its best efforts to cause the obligated Warrantor to
        perform
        such obligation.

       

      5

       


      



    
      ARTICLE
        2

      AGREEMENT
        TO PURCHASE AND SUBSCRIBE SHARES.

      
        	
                 

              	
                2.1

              	
                Purchase
                  and Subscription of Shares. 
                  Subject to the terms and conditions
                  hereof:

              


      

      2.1.1      Purchase
        of Shares. Zhi Sheng shall sell, transfer, assign, and deliver
        to the Purchaser thirty-five (35) Shares held by Zhi Sheng free and clear
        of all
        Encumbrances, and the Purchaser shall purchase and acquire such thirty-five
        (35)
        Shares from Zhi Sheng at the Closing (the “Sale
        Shares”); and

      2.1.2      Subscription
        of Shares. The Company shall allot and issue, and the
        Purchaser shall subscribe from the Company, thirty-five (35) Shares at the
        Closing (the “New Shares”).

      2.2          Consideration.
        The consideration for the Sale
        Shares shall be RMB105,000,000 (the “Purchase
        Price”). The consideration for the New Shares shall
        be RMB105,000,000 (the “Subscription
        Price”). The parties hereto acknowledge and agree
        that no consideration other than the Purchaser’s payment of the Purchase Price
        and the Subscription Price shall be required in respect of any transaction
        concerning the Company under this Agreement. The Purchase Price and the
        Subscription Price shall be paid as follows: 

      2.2.1      An
        amount equal to RMB85,000,000 shall be paid to Zhi Sheng at the
        Closing (as defined below) in the manner set forth in Section 3.3.1;


      2.2.2      An
        amount equal to RMB2,500,000 shall be paid to the Company at the
        Closing in the manner set forth in Section 3.3.2;

      2.2.3      An
        amount equal to RMB20,000,000 (the “Holdback Amount”) shall be
        retained by the
        Purchaser to secure the indemnification obligations of the Warrantors under
        this
        Agreement. The Holdback Amount shall be released to Zhi Sheng in accordance
        with
        Section 9.3; and

      2.2.4      An
        amount equal to RMB102,500,000 (the “Deferred Investment”) shall be
        paid to the
        Company by the Purchaser at its sole discretion in accordance with capital
        requirement of the Company. The Deferred Investment shall be paid to the
        Company
        in any case no later than one (1) year after the successful establishment
        of a
        wholly foreign-owned enterprise in the PRC (the “New
        WFOE”) by the Company and the execution of an
        exclusive business cooperation agreement between the New WOFE and Baichuan,
        which supersedes the exclusive business cooperation agreement entered into
        among
        the WFOE, Baichuan and the Baichuan Principals prior to the Closing pursuant
        to
        Section 6.1.12 hereto.

      ARTICLE
        3

      CLOSING.

      
        	
                 

              	
                3.1

              	
                Closing. 
                  

              


      

      3.1.1      Subject
        to the satisfaction or waiver of all the conditions in ARTICLE 6
        and ARTICLE 7, the purchase of the Sale Shares and the subscription of the
        New
        Shares (the 

       

      6

       


      



    
      “Closing”)
        shall
        take place simultaneously and remotely through facsimile and other electronic
        transmissions or in such other manner and at such place as may be designated
        by
        the Purchaser, Zhi Sheng and the Company on April 20, 2007 or on such date
        that
        the Purchaser, Zhi Sheng and the Company may agree in writing (the
“Closing Date”).


      3.1.2      Except
        as otherwise specified, Zhi Sheng shall deliver to the Purchaser
        or its counsel the documents and assurances required under ARTICLE 6 on or
        before the Closing Date.

      3.2          Deliveries
        at the Closing. At the Closing, Zhi
        Sheng and the Company shall deliver the following items to the
        Purchaser:

      3.2.1      share
        certificate(s) duly issued to the Purchaser representing an
        aggregate of seventy (70) Shares;

      3.2.2      a
        copy of the Company’s register of members as at the Closing Date and
        giving effect to the transactions contemplated hereby, and a copy of the
        Company’s register of directors as at the Closing Date, both certified by a
        director of the Company to be a true and complete copy thereof;

      3.2.3      a
        certificate dated the Closing Date signed by Mr. Zhou Peiji and Mr.
        Zhou Lijun, certifying that all of the conditions set forth in Section 6.1,
        as
        applicable, have been fulfilled, and attaching and certifying as true and
        complete a copy of the Company’s Memorandum and Articles of Association as in
        effect on the Closing Date;

      3.2.4      a
        compliance certificate dated the Closing Date signed by each of the
        Warrantors certifying that the representations and warranties made by such
        Warrantor as provided in ARTICLE 4 hereof, to the extent applicable, are
        true,
        correct and complete in all material respects on the Closing Date;

      3.2.5      a
        certificate of good standing issued by the Registrar of Corporate
        Affairs of British Virgin Islands dated no more than ten (10) days prior
        to the
        Closing certifying that the Company is on the Register of Companies, has
        paid
        all required fees, annual fees and penalties that are due and payable and
        is not
        in voluntary liquidation;

      3.2.6      a
        legal opinion of the Company’s British Virgin Islands counsel covering,
        among other things, the capitalization of the Company, in form and substance
        satisfactory to the Purchaser and its legal counsel, dated the Closing Date
        and
        addressed to the Purchaser;

      3.2.7      a
        legal opinion of the Company’s PRC counsel covering, among other
        things, the establishment and equity transfer of Baichuan and the validity
        of
        the Baichuan Restructure Documents, in form and substance satisfactory to
        the
        Purchaser and its legal counsel, dated the Closing Date and addressed to
        the
        Purchaser; 

      3.2.8      a
        legal opinion of the Company’s Hong Kong counsel covering, among other
        things, the validity and enforceability of the provisions hereto, in form
        and
        substance satisfactory to the Purchaser and its legal counsel, dated the
        Closing
        Date and addressed to the Purchaser; and

       

      7

       


      



    
      3.2.9      Board
        and members resolutions of the applicable Group Companies approving
        the transactions contemplated herein and the execution of the Transaction
        Agreements by the appropriate Group Company.

      3.3          Proceedings
        at the Closing.    At
        the Closing, against
        simultaneous performance in full by Zhi Sheng and the Company of the obligations
        in Section 3.2,

      3.3.1      The
        Purchaser shall pay the amount required by Section 2.2.1 in U.S.
        Dollars via wire transfer of immediately available funds to one (1) bank
        account, which shall be designated in writing by Zhi Sheng not less than
        five
        (5) Business Days before the Closing; and

      3.3.2      The
        Purchaser shall pay the amount required by Section 2.2.2 in U.S.
        Dollars via wire transfer of immediately available funds to one (1) bank
        account, which shall be designated in writing by the Company not less than
        five
        (5) Business Days before the Closing.

       

      ARTICLE
        4

      REPRESENTATIONS
        AND WARRANTIES OF THE WARRANTORS.

      Unless
        specifically indicated otherwise, the Warrantors hereby jointly
        and severally represent and warrant to the Purchaser that the statements
        in this
        ARTICLE 4, except as set forth in the Disclosure Schedules (the
“Disclosure Schedules”)
        attached to this Agreement as Schedule I (the contents of which
        shall also be deemed to be representations and
        warranties hereunder), are all true, correct and complete on the date hereof
        and
        on the Closing Date. For purposes of this ARTICLE 4, any reference to a party’s
“Knowledge” means such
        party’s best knowledge and if applied to an entity, means such entity’s best
        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.

      
        	
                 

              	
                4.1

              	
                Organization,
                  Good Standing and Qualification.

              


      

      4.1.1      The
        Company is duly organized, validly existing and in good standing
        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 presently
        proposed to be conducted. The Company is qualified to do business and is
        in good
        standing in each jurisdiction where it currently operates and failure to
        be so
        qualified would have a Material Adverse Effect on its financial condition,
        business, prospects or operations in such jurisdiction.

      4.1.2      Baichuan
        is a company duly organized and existing under the laws of the
        PRC, and has all powers and all governmental licenses, permits, authorizations,
        consents and approvals required to carry on its business as now conducted.
        Baichuan has paid all such governmental fees, taxes and stamp duty required
        to
        be paid by it under applicable PRC and other laws prior to or upon Closing.
        Copies of the business license, Articles of Association, and other
        organizational documents of Baichuan, as amended to date, have been delivered
        to
        the Purchaser and are true, correct and complete and are in full force and
        effect. 

       

      8

       


      



    
      4.2          Due
        Authorization. All corporate action on the
        part of each Group Company, their respective officers, directors and
        shareholders necessary for the authorization, execution and delivery of each
        Transaction Agreement, the authorization, issuance, and delivery of all of
        the
        Shares, the performance of their respective obligations under each Transaction
        Agreement and all other agreements, instruments and documents executed and
        delivered in connection with the transactions contemplated hereby, has been
        taken or will be taken prior to Closing. The Transaction Agreements are valid
        and binding obligations of each Group Company who is a party thereto,
        enforceable against such Group Company in accordance with their respective
        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. The Shares are not
        subject
        to any preemptive rights, rights of first refusal, or liens of any kind except
        for rights imposed under the Transaction Agreements.

      4.3          Capitalization.
        The authorized share capital of
        the Company will consist of the following immediately prior to the
        Closing:

      4.3.1      Shares.
        A total of fifty thousand (50,000) Shares
        are authorized, of which sixty-five (65) Shares are issued and
        outstanding.

      4.3.2      Options,
        Warrants, Available Shares. Except the Transaction
        Agreements, there are no options, warrants, conversion privileges or other
        rights or agreements outstanding or under which the Company is or may become
        obligated to issue any securities of any class or series. None of the Company’s
        outstanding shares, and no shares issuable upon exercise, conversion, 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),
        pursuant to any agreement or commitment to which the Company is a party or
        of
        which the Company is aware, except for the rights imposed in the Transaction
        Agreements.

      4.3.3      Outstanding
        Security Holders. Disclosure
        Schedule 4.3.3 sets forth a complete list of all
        outstanding shareholders, option holders and other security holders of the
        Company, and their ownership percentage, on a fully diluted basis, next to
        each
        shareholder’s, option holder’s and other security holder’s name immediately
        before the Closing.

       

      
        	
                 

              	
                4.4

              	
                Baichuan. 
                   

              


      

      4.4.1             All
        consents, approvals, orders, permits, licenses, authorizations or
        registrations, qualifications, designations, declarations or filings with
        any
        Governmental Authority (“Governmental
        Authorizations”) required under PRC laws for the
        due and proper establishment and operation of Baichuan as currently operated,
        or
        contemplated to be operated, have been duly obtained from the appropriate
        PRC
        authorities and are in full force and effect.

      4.4.2             All
        filings and registrations with the PRC authorities required in
        respect of Baichuan and its operations as currently operated, including the
        registrations with the State Administration of Industry and Commerce, the
        Ministry of Information Industry, tax 

       

      9

       


      



    
      bureau,
        customs authorities, product registration authorities and health
        regulatory authorities, as applicable, have been duly completed in accordance
        with the relevant rules and regulations.

      4.4.3             Baichuan
        has not received any letter or notice from any relevant
        authority notifying Baichuan of the revocation of any Governmental
        Authorization, permit or license issued to it for non-compliance or the need
        for
        compliance or remedial actions in respect of the activities carried out directly
        or indirectly by Baichuan.

      4.4.4             With
        respect to any land use right, building, property and investment
        held or leased by Baichuan, it has exclusive, full and unimpaired legal and
        beneficial ownership of its rights, leasehold interests, property and
        investments free from any mortgages or security interests of any nature,
        third
        party rights, conditions, orders or other restrictions and has obtained all
        necessary approvals and effected all necessary registrations with government
        authorities with respect thereto.

      4.4.5             Baichuan
        has been conducting its business activities within the permitted
        scope of business in its business license or is otherwise operating its business
        in compliance with all relevant legal requirements, including producing,
        processing and/or distributing products with all requisite licenses, permits
        and
        approvals granted by competent PRC authorities.

      4.4.6             No
        Warrantor has any valid reason to believe that any Governmental
        Authorization, license or permit requisite for the conduct of any part of
        Baichuan’s business, which is subject to periodic renewal, will not be granted
        or renewed by the relevant PRC authorities.

      4.4.7             All
        applicable laws and regulations with respect to the opening and
        operation of foreign exchange accounts and foreign exchange activities of
        Baichuan have been complied with, and all requisite approvals from the State
        Administration of Foreign Exchange in relation thereto have been duly
        obtained.

      4.4.8             With
        regard to employment and labor matters, Baichuan has complied with
        all applicable PRC laws and regulations, including laws and regulations
        pertaining to welfare funds, social benefits, medical benefits, insurance,
        retirement benefits, pensions, and the like.

      4.4.9             Baichuan
        owns, leases, rents or otherwise legally possesses all
        properties and assets, including Proprietary Rights, necessary for its
        operations as presently conducted.

      4.4.10           The
        equity interests of Baichuan are owned exclusively by the Baichuan
        Principals and in the amounts and percentages set forth in Disclosure Schedule 4.4.10. Baichuan does not
        have any shareholder, option holder or other security holder who is not set
        forth in Disclosure Schedule 4.4.10.

       

      10

       


      



    
      
        	
                 

              	
                4.5

              	
                Valid
                  Issuance of Shares.
                   

              


      

      4.5.1             The
        Shares, when issued, sold and delivered in accordance with the terms
        of this Agreement, will be duly authorized and validly issued, fully paid,
        non-assessable, and free of any liens. 

      4.5.2             All
        presently outstanding Shares of the Company are duly and validly
        issued, fully paid and non-assessable and free of any liens, and such Shares,
        and all outstanding shares, options and other securities of the Company,
        have
        been issued in full compliance with the requirements of all applicable
        securities laws and regulations, including the Securities Act, and all other
        anti-fraud and other provisions of applicable securities laws and
        regulations.

      4.6          Financial
        Statements. Disclosure Schedule
        4.6 attaches un-audited
        balance sheets of Baichuan as of February 28, 2007, and un-audited cash flow
        statements and un-audited income statements of Baichuan for the 14-month
        period
        then ended (all such financial statements being collectively referred to
        herein
        as the “Financial Statements”). Such Financial
        Statements (a) accord with the books and records of
        Baichuan, (b) are true, correct and complete and present fairly the financial
        condition and state of affairs of Baichuan at the date or dates therein
        indicated and the results of operations for the period or periods therein
        specified, and (c) have been prepared in accordance with IAS or PRC GAAP
        applied
        on a consistent basis, except, as to the un-audited financial statements,
        for
        the omission of notes thereto and normal year-end audit adjustments.
        Specifically, but not by way of limitation, the respective balance sheets
        included in the Financial Statements disclose all of Baichuan’s debts,
        liabilities and obligations of any nature, whether due or to become due,
        on
        their respective dates (including absolute, accrued, and contingent liabilities)
        to the extent such debts, liabilities and obligations are required to be
        disclosed in accordance with the IAS or PRC GAAP, and Baichuan has good and
        marketable unencumbered title to all assets set forth on the balance sheets
        included in the Financial Statements, except for such assets as have been
        spent,
        sold or transferred in the ordinary course of business since their respective
        dates.

      4.7          Liabilities.
        Except as described in
Disclosure Schedule 4.7, 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
        such Group Company has otherwise become directly or indirectly liable, except
        as
        reflected on the Financial Statements and none of the Group Companies is
        unable
        to pay its debts as and when they fall due or is subject to any insolvency
        proceedings or has had a receiver, liquidator or administrator appointed
        over
        its assets.

      4.8          Title
        to Properties and Assets. Each Group
        Company has good and marketable title to all respective properties and assets
        reflected on the Financial Statements, 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 and the lessor is
        in
        compliance with such leases and 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.

      4.9          Activities
        Prior to Closing. Except as described
        in Disclosure Schedule 4.9, none
        of the following events has occurred with respect to any Group Company prior
        to
        the Closing:

       

      11

       


      



    
      4.9.1             any
        declaration or payment of any dividend, or authorization or payment
        of any distribution upon or with respect to any class or series of its capital
        shares or any other equity interest;

      4.9.2             any
        incurrence of indebtedness for money borrowed or any other
        liabilities;

      
        	
                 

              	
                4.9.3

              	
                any
                  loans or advances to any
                  person;

              


      

      4.9.4             any
        sale, exchange, assignment, or other disposition of any assets or
        rights (including any Proprietary Rights or other intangible assets) or creation
        of any encumbrance on any of its assets or rights;

      4.9.5             any
        commercial agreement or transaction with any of its officers,
        directors or employees or any entity controlled by any of such individuals
        or
        with its shareholders or persons related to such shareholders;

      4.9.6             any
        damage, destruction or loss, whether or not covered by insurance,
        affecting its assets, properties, financial condition, operating results,
        prospects or business as presently conducted and as presently proposed to
        be
        conducted;

      
        	
                 

              	
                4.9.7

              	
                any
                  waiver of a valuable right or of a debt owed to
                  it;

              


      

      4.9.8             any
        satisfaction or discharge of any lien, claim or encumbrance or
        payment of any obligation that exceeds RMB100,000;

      4.9.9             any
        change or amendment to a material contract or arrangement by which
        any Group Company is bound or subject;

      4.9.10           any
        change in any compensation arrangement or agreement with any
        executive-level employee, contractor or director;

      4.9.11           any
        resignation or termination of any of its directors or key officers;
        or

      4.9.12           any
        other event or condition of any character which would materially
        affect its assets, properties, financial condition, operating results or
        business.

      
        	
                 

              	
                4.10

              	
                Intellectual
                  Property; Status of Proprietary Rights.

              


      

      4.10.1           Each
        Group Company (i) owns free and clear of all claims, security
        interests, liens and other encumbrances, or (ii) has the valid right or license
        to use, all products, materials, software, tools, software tools, computer
        programs, specifications, source code, object code, improvements, discoveries,
        user interfaces, mask works, internet domain names, enterprise or business
        names, logos, data, information and inventions, and all documentation and
        media
        constituting, describing or relating to the foregoing that is required or
        used
        in its business as currently conducted together with all Proprietary Rights
        in
        or to all of the foregoing (collectively, the “Technology”). Disclosure
        Schedule 4.10.1 contains a true,
        complete and accurate list of all Proprietary Rights of the Group Companies
        of
        which patents have been filed or proposed to be 

       

      12

       


      



    
      filed
        and are presently used by each Group Company or necessary for the
        conduct of each Group Company’s business as currently being conducted or
        proposed to be conducted, and such Group Companies own, or have the right
        to use
        under the agreements, all the Proprietary Rights as set out in Disclosure Schedule 4.10.1. 

      4.10.2          The
        possession, development, production, manufacturing, use, offering,
        marketing, licensing, distribution, sale and other exploitation by each Group
        Company of any Technology as now conducted does not (i) infringe, violate,
        misappropriate or otherwise interfere or conflict with any patent and trademark
        rights or (ii) infringe, violate, misappropriate or otherwise interfere or
        conflict with any other rights, title or interest of any third
        party.

      4.10.3           No
        Group Company has received any notice or claim (whether written,
        verbal or otherwise) that (i) contests or challenges in any manner whatsoever
        such Group Company’s ownership or other rights in any Technology, (ii) contests
        or challenges in any manner whatsoever the validity or enforceability of
        any of
        the Proprietary Rights of such Group Company in the Technology, or (iii)
        claims
        or otherwise asserts that such Group Company, the Technology or the conduct
        of
        such Group Company’s business as currently conducted infringes, violates,
        misappropriates or otherwise interferes or conflicts with any right, title
        or
        interest of any third party.

      4.10.4           There
        are no outstanding options, material licenses or agreements
        granting third parties any right to own or use any Technology owned by any
        Group
        Company (“Outbound Technology
        Licenses”), except as disclosed in Disclosure Schedule
        4.10.4. The material licenses
        or other agreements giving a Group Company the right to use a certain Technology
        are listed in Disclosure Schedule 4.10.4 (“Inbound
        Technology
        Licenses”). True and complete copies of all
        Outbound Technology Licenses and Inbound Technology Licenses (collectively,
        the
“Technology Agreements”) have been
        provided to the Purchaser.

      4.10.5           To
        the Knowledge of the Warrantors, all Technology Agreements are valid,
        binding and in full force and effect with respect to each Group Company,
        and
        each other party thereto. All parties to the Technology Agreements have
        performed in all material respects their obligations thereunder, and neither
        any
        Group Company nor any other party thereto is in material default thereunder,
        nor
        has there occurred any material event or circumstance that with notice or
        lapse
        of time or both would constitute a default or event of default on the part
        of
        such Group Company or any other party thereto or give to any other party
        thereto
        the right to terminate or modify any Technology Agreement. No Group Company
        has
        received written notice that any party to any Technology Agreement intends
        to
        cancel or terminate any Technology Agreement.

      4.10.6           No
        Group Company is or will be as a result of the execution or delivery
        of this Agreement and the other Transaction Agreements to which it is a party,
        the consummation of the transactions contemplated hereby and thereby or the
        performance of obligations hereunder or thereunder, or as a result of conducting
        its business as currently contemplated, in breach of any license or other
        agreement relating to Technology.

      4.10.7           No
        Warrantor is aware of any third party that is infringing upon any
        Technology.

       

      13

       


      



    
      4.10.8          To
        the Knowledge of the Warrantors, no Group Company’s employees,
        contractors or consultants is, nor is any Warrantor, obligated under any
        contract or agreement, or subject to any judgment, decree or order of any
        court
        or administrative agency, that would interfere with the use of his or her
        best
        efforts to promote the interests of such Group Company or that would conflict
        with such Group Company’s business.

      4.10.9           Each
        Group Company’s registered patents, copyrights, trademarks and
        service marks are in full force and effect, are not subject to any taxes,
        and
        each Group Company has paid all the maintenance fees with respect
        thereto.

      4.10.10         No
        Warrantor nor any current or former employee, contractor or consultant
        of a Group Company has developed any Technology that is subject to any agreement
        under which such employee, contractor or consultant has assigned or otherwise
        granted to any third party any rights in or to such Technology.

      4.10.11         No
        royalties, fees or other payments are payable by any Group Company to
        any third party by reason of the ownership, possession, sale, marketing,
        use or
        other exploitation of any Technology to the extent necessary for the conduct
        of
        such Group Company’s business as it is now conducted and none (or no additional
        amounts) will be payable as a result of the consummation of the transactions
        contemplated by this Agreement.

      4.10.12        Each
        Group Company maintains and diligently enforces commercially reasonable
        procedures to protect all confidential information relating to the Technology.
        No Group Company has deposited any source code or other Technology in any
        escrow
        account or otherwise delivered such source code or other Technology to any
        escrow agent.

      4.10.13         No
        government funding or facilities, facilities of any university,
        college or other educational institution or public research center, or funding
        or facilities from any third party was used in the development of any
        Technology.

      4.10.14         None
        of the software or firmware embedded or included in or on any
        hardware or other products sold by a Group Company or any other software
        or
        firmware that a Group Company now or in the future intends to sell or license
        either as a separate product or bundled with any other product or service,
        is
        required to be (i) disclosed or distributed in source code form, (ii) licensed
        for the purpose of making derivative works, or (iii) redistributable at no
        charge as the result of the use or incorporation of any Public Software (as
        defined below) in any Technology, the use of any Public Software in connection
        with the development of any Technology or for any other reason. For the purpose
        of this Section 4.10, the term “Public
        Software” means any software that contains, or is
        derived (in whole or in part) from any software that is distributed as free
        software, open source software or similar licensing or distribution
        models.

      
        	
                 

              	
                4.11

              	
                Contracts.

              


      

      4.11.1           Material
        Contracts and Obligations. All
        agreements, contracts, leases, licenses, instruments, commitments (verbal
        or
        written), indebtedness, liabilities and other obligations to which any 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,
        

       

      14

       


      



    
      consultants,
        directors, employees or shareholders of any Group Company
        (the “Employment Contracts”); or (iii)
        obligate any Group Company to share, license or develop any
        material product or technology, are listed in Disclosure
        Schedule 4.11 and have been provided to the Purchaser
        and its counsel. For purposes of this Section 4.11, “material” shall mean
        any agreement,
        contract, indebtedness, liability, arrangement or other obligation either
        (i)
        having an aggregate value, cost, liability or amount of RMB500,000 or more,
        or
        (ii) not terminable upon no more than thirty (30) days notice without penalty
        or
        obligation, unless the aggregate value, cost, liability thereof is less than
        RMB500,000.

      4.11.2           Validity
        and Status. With the exception of the
        Employment Contracts, all material contracts listed in Disclosure Schedule 4.11 are legally valid
        and
        binding, in full force and effect, and enforceable in accordance with their
        respective terms against the parties thereto. The Employment Contracts are
        legally valid and binding, in full force and effect, and enforceable in
        accordance with their respective terms against the parties thereto in all
        material aspects. There is no existing default or breach by any party thereto
        and no Group Company has received any notice or claim or allegation of default
        or breach thereof from any party thereto.

      4.12       Litigation.
        There is no Action pending or
        currently threatened against any Group Company, any Group Company’s activities,
        properties or assets or against any officer, director or employee of any
        Group
        Company in connection with such officer’s, director’s or employee’s relationship
        with, or actions taken on behalf of, any Group Company. There is no factual
        or
        legal basis for any such Action that might 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. No Group
        Company
        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.

      4.13       Governmental
        Consents. All Governmental
        Authorizations on the part of each Group Company required in connection with
        the
        consummation of the transactions contemplated herein and with the business
        of
        each Group Company have been obtained and are currently effective. The offer,
        sale and issuance of the Shares, in conformity with the terms of this Agreement,
        are exempt from the registration and prospectus delivery requirements of
        the
        Securities Act and all other applicable securities laws and regulations.
        

      4.14       Compliance
        with Other Instruments. No Group
        Company is in, nor will the conduct of business of any Group Company as proposed
        to be conducted result in, any violation, breach or default of any
        constitutional document of any Group Company, or in any material respect
        of any
        term or provision of any mortgage, indenture, contract, agreement or instrument
        to which any Group Company is a party or by which it may be bound, or of
        any
        provision of any judgment, decree, order, statute, rule or regulation applicable
        to or binding upon any Group Company. The execution, delivery and performance
        of
        and compliance with the Transaction Agreements and the consummation of the
        transactions contemplated hereby will not 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 such
        constitutional documents, or in any material respects, any such contract,
        agreement or instrument 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. 

       

      15

       


      



    
      4.15       Registration
        Rights. No Group Company has granted
        or agreed to grant any Person or entity any registration rights with respect
        to
        any of the securities of any Group Company.

      4.16       Tax
        Matters. The provisions for taxes in the respective
        Financial Statements are sufficient for the payment of all accrued and unpaid
        applicable taxes of each Group Company, whether or not assessed or disputed
        as
        of the date of each such balance sheet. There have been no extraordinary
        examinations or audits of any tax returns or reports by any applicable
        governmental agency, and none are threatened or pending. Each Group Company
        has
        duly filed all tax returns required to have been completed and filed by it
        and
        paid all taxes shown to be due on such returns in a timely manner except
        in such
        cases where, individually or in the aggregate, that the failure to file such
        returns would not have a Material Adverse Effect on any Group Company. There
        are
        in effect no waivers of applicable statutes of limitations with respect to
        taxes
        for any year.

      4.17       Obligations
        of Management; Labor Agreement and Actions; Employee
        Compensation.  

      4.17.1           Each
        employee of each Group Company is identified in Disclosure Schedule 4.17.1 and each executive
        level employee is separately identified on the same schedule, and to the
        Knowledge of the Warrantors, all of whom are currently devoting one hundred
        percent (100%) of his or her working time to the conduct of the business
        of a
        Group Company. No Warrantor is aware that any such executive level employee
        is
        planning to work less than full time at a Group Company in the future. To
        the
        Knowledge of the Warrantors, no executive level employee is currently working
        for a competitive enterprise, whether or not such person is or will be
        compensated by such enterprise. 

      4.17.2           No
        Group Company is bound by or subject to (and none of its assets or
        properties is bound by or subject to) any written or verbal, express or implied,
        contract, commitment or arrangement with any labor union, and no labor union
        has
        requested or has sought to represent any of the employees, representatives
        or
        agents of a Group Company. There is no strike or other labor dispute involving
        a
        Group Company pending or threatened (nor has there been since the incorporation
        of each Group Company), nor is any Group Company aware of any labor organization
        activity involving its employees. 

      4.17.3           None
        of the officers or key employees, or any group of key employees, to
        the Knowledge of the Warrantors, intends to terminate his, her or their
        employment with a Group Company, nor does such Group Company have a present
        intention to terminate the employment of any of the foregoing individuals.
        Except as disclosed in Disclosure Schedule
        4.17.3, the employment of each officer and employee
        of a
        Group Company is terminable at the will of such Group Company. 

      4.17.4           Except
        as disclosed in Disclosure Schedule
        4.17.4, no Group Company is a party to or bound by any
        currently effective employment contract that provides for compensation exceeding
        the average of three (3) months’ remuneration of the employee upon termination,
        deferred compensation agreement, severance agreement, bonus plan, incentive
        plan, profit sharing plan, retirement agreement, or other employee compensation
        agreement.

       

      16

       


      



    
      4.17.5           Each
        Group Company has complied with all applicable national, provincial,
        local or municipal equal employment opportunity and other laws related to
        employment, except for any non-compliance or violation that would not have
        a
        Material Adverse Effect on any Group Company. 

      4.18       Employment
        Agreements; Consulting Agreements.
        Except as disclosed in Disclosure Schedule
        4.18, each employee (if applicable) and officer of
        each
        Group Company has entered into an employment agreement with such Group Company
        and each consultant of each Group Company has entered into a consulting
        agreement. 

      4.19       Interested
        Party Transactions. Except as
        disclosed in Disclosure Schedule 4.19 and other than pursuant
        to the Employment Contracts, no officer or
        director of a Group Company or any Affiliate of any such person has any
        agreement, understanding, or 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 them. 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 is affiliated or with which a Group Company has
        a
        business relationship, or any firm or corporation that competes with a Group
        Company, except that any of the foregoing persons may have record ownership
        interest in the Company or own shares in publicly traded companies that may
        compete with a Group Company. No Affiliate of any officer or director of
        a Group
        Company is directly or indirectly interested in any material contract with
        a
        Group Company. No officer or director of a Group Company or any Affiliate
        of any
        such person has had, either directly or indirectly, any 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 is a party or by
        which
        it may be bound or affected.

      4.20       Option
        Agreements. Each person who, pursuant to any benefit,
        bonus or incentive plan of the Company, holds any option, warrant or right
        to
        acquire Shares or other securities of the Company, has entered into or is
        otherwise bound by, an agreement granting the Company (a) the right to
        repurchase any unvested shares for the original purchase price, or to cancel
        the
        unvested option, warrant or right, in the event the holder’s employment or
        services with the Company terminate for any reason, subject to release of
        such
        repurchase or cancellation right on terms and conditions specified by the
        Board,
        and (b) a right of first refusal with respect to all such shares. The Company
        has furnished to the Purchaser true and complete copies of the forms of all
        option agreements, as
        set forth onDisclosure Schedule
        4.20.

      4.21       Minute
        Books. The minute books of each Group Company made
        available to the Purchaser contain the resolutions of all meetings of directors
        and shareholders or owners of each Group Company since their respective time
        of
        formation, and reflect all transactions referred to in such meetings and
        actions
        accurately in all material respects. 

      4.22       Disclosure.
        No representation or warranty by any
        Warrantor in this Agreement or in any written statement or certificate furnished
        or to be furnished to the Purchaser pursuant to any Transaction Agreement
        contains or will contain any untrue statement of fact in any material respect
        or
        omits or will omit to state any 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 

       

      17

       


      



    
      in
        any material respect. Each of the Warrantors has fully provided the
        Purchaser with all the information that the Purchaser has requested for deciding
        whether to purchase the Shares.

      4.23       Limitation
        of Liabilities. The provisions of this
        Section 4.23 shall operate to limit the liability of the Warrantors in respect
        of any claim for breach of any representation, warranty, covenant, undertaking
        and provision under this Agreement. The Parties agree as follows:

      4.23.1           The
        total amount of liabilities of the Warrantors under this Agreement
        for diminution in value of the Shares acquired by the Purchaser hereunder
        as a
        result of breach of any representation, warranty, covenant, undertaking and
        provision under this Agreement by the Warrantors shall not exceed the aggregate
        amount of the Purchase Price and the Subscription Price that has been received
        by the Warrantors under this Agreement other than as a result of fraud or
        intentional breach by the Warrantors.

      4.23.2           The
        Purchaser shall not bring any claims for breach of any
        representation, warranty, covenant, undertaking and provision hereunder until
        the aggregate amount of Damages it have incurred or could reasonably be expected
        to incur for all such breaches exceeds RMB1,000,000, in which event the
        Purchaser shall have the right to claim for the entire amount.

      4.23.3           The
        Warrantors shall have no liability in respect of the representations
        and warranties under this Agreement to the extent that the facts and
        circumstances giving rise to the claim have been specifically disclosed with
        reasonable details in the Disclosure Schedules and any Transaction
        Agreement.

      ARTICLE
        5

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER.

      The
        Purchaser hereby represents and warrants to the Company as follows,
        on the date hereof, and on the Closing Date:

      5.1          Authorization.
        The Purchaser has full power and
        authority to enter into this Agreement and the other Transaction Agreements,
        and
        each of the Transaction Agreements, when executed and delivered by the
        Purchaser, will constitute a valid and legally binding obligation of the
        Purchaser, subject as to enforcement of remedies to applicable bankruptcy,
        insolvency, moratorium, reorganization and similar laws affecting creditors’
rights generally and to general equitable principles.

      5.2          Investigation;
        Economic Risk. The Purchaser
        acknowledges that it has had an opportunity to discuss the business, affairs
        and
        current prospects of the Group Companies with their officers, and that it
        has
        had access to information about the Group Companies that it has requested.
        The
        Purchaser acknowledges that it is able to fend for itself in the transactions
        contemplated by this Agreement and has the ability to bear the economic risks
        of
        its investment in the Shares.

      5.3          Purchase
        for Own Account. The Purchaser is
        acquiring the Shares for its 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. By executing this Agreement, the Purchaser further represents


       

      18

       


      



    
      that
        it does not have any contract, undertaking, agreement or arrangement
        with any person to sell, transfer or grant participation to such person or
        any
        third person, with respect to any Shares, other than, with respect to the
        Purchaser that is an investment fund, agreements or arrangements governing
        the
        acquisition, management and disposition of fund assets or interests in general
        fund assets with participants in the fund.

      ARTICLE
        6

      CONDITIONS
        TO PURCHASER’S OBLIGATIONS AT CLOSING.

      6.1          The
        obligation of the Purchaser to purchase and subscribe the Shares from
        Zhi Sheng and the Company, respectively, at the Closing is, unless otherwise
        waived in writing by the Purchaser, subject to the fulfillment to the
        satisfaction of the Purchaser on or prior to the Closing of the following
        conditions:

      6.1.1             Representations
        and Warranties Correct. The
        representations and warranties made by the Warrantors in ARTICLE 4 hereof
        shall
        be true and correct and complete with respect to the subjects covered therein
        when made, and shall be true and correct and complete in all material respects
        on the date of the Closing with the same force and effect as if they had
        been
        made on and as of such date except for such representations and warranties
        which
        pertain to a specific date (and such representations and warranties shall
        be
        true, correct and complete on such specific dates).

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

      6.1.3             Due
        Diligence. The Purchaser shall have completed
        its due diligence investigation of the Group Companies, and any corrective
        items
        identified by the Purchaser shall have been corrected, and the results of
        the
        due diligence investigation in legal, financial, managerial and technological
        aspects shall be satisfactory to the Purchaser. Without limiting the foregoing,
        the Purchaser shall have received from the Group Companies all documents
        and
        other materials requested by the Purchaser for the purpose of examining and
        determining the rights in and to any Technology, products and Proprietary
        Rights
        now used, proposed to be used in, or necessary to, the business as now conducted
        and proposed to be conducted by the Group Companies, and the status of its
        ownership rights in and to all such Technology, products and Proprietary
        Rights
        shall be satisfactory to the Purchaser.

      6.1.4             Consents
        and Waivers. Each Warrantor shall have
        obtained any and all consents and waivers necessary or appropriate for
        consummation of the transactions contemplated by this Agreement.

      6.1.5             Laws.
        The offer and sale of the Shares to the
        Purchaser pursuant to this Agreement shall be exempt from the registration
        and
        prospectus delivery requirements of the Securities Act and shall not violate
        or
        breach or result in a violation or breach of any other applicable laws or
        regulations.

      6.1.6             No
        Litigation; No Material Change. Except as set
        forth in the Disclosure Schedules, to the Knowledge of the Warrantors, no
        Action
        shall have been threatened 

       

      19

       


      



    
      or
        instituted against any Warrantor or the Purchaser seeking to enjoin,
        challenge the validity of, or assert any liability against any of them on
        account of, any transactions contemplated by this Agreement or the other
        Transaction Agreements. There shall have been no material adverse change
        to the
        business, operations or prospects of any Group Company on the Closing
        Date.

      6.1.7             Transaction
        Agreements. Counterparts of all
        Transaction Agreements shall have been duly executed and delivered by the
        Company, Baichuan, Baichuan Principals and Mr. Fan (if applicable).

      6.1.8             Proceedings
        and Documents. All corporate and
        other proceedings of the Company, Zhi Sheng and Baichuan in connection with
        the
        transactions contemplated hereby and all documents and instruments incident
        to
        such transactions shall be reasonably satisfactory in substance and form
        to the
        Purchaser.

      6.1.9             Board.
        All actions shall have been taken to
        appoint the representatives that have been designated by the Purchaser as
        directors of the Company, effective upon the Closing.

      6.1.10           Employees.
        Each of the following shall be true in
        respect of the workforce of the Group Companies: (i) the “key employees” set
        forth in Exhibit A hereto shall
        have given assurances reasonably satisfactory to the Purchaser that they
        shall
        continue to work for the Group Companies following the Closing; and (ii)
        at
        least ninety percent (90%) of the headcount of the workforce of the Group
        Companies on the date hereof shall be maintained at Group Companies on the
        Closing Date.

      6.1.11           Shareholder
        Replacement. The Baichuan Principals
        shall have executed all the documents that would allow the Purchaser to transfer
        (i) at Closing, seventy percent (70%) of the equity interests in Baichuan,
        and
        (ii) upon the incorporation of the New WFOE, the remaining thirty percent
        (30%)
        of the equity interests in Baichuan that are held by the Baichuan Principals,
        to
        the new shareholders designated by the Purchaser at its sole discretion (any
        such new shareholders who become shareholders of Baichuan are hereinafter
        referred to as the “Baichuan Replacement
        Shareholders”). Such executed documents shall have
        been delivered to the Purchaser at least two (2) Business Days prior to the
        Closing Date.

      6.1.12           Baichuan
        Restructure Documents. (i) The Baichuan
        Replacement Shareholders, Baichuan and the WFOE shall have executed loan
        agreements, equity pledge agreements, exclusive purchase option agreements,
        power of attorneys or any other agreement in relation thereto at the request
        of
        the Purchaser and to the Purchaser’s full satisfaction; and (ii) the Baichuan
        Principals (or their designated entity), Baichuan and the WFOE shall have
        signed
        an exclusive business cooperation agreement and technical service agreement
        and
        any amendments thereof or any other agreement in relation thereto at the
        request
        of the Purchaser and to the Purchaser’s full satisfaction (all such documents
        under this Section 6.1.12 are collectively referred to as the
“Baichuan Restructure Documents”).

      6.1.13           Business
        Plan. The Purchaser has received a copy
        of the long-term business development plan (the “Business Plan”) of the
        Group Companies
        prepared by the Baichuan Principals and is fully satisfied with the content
        of
        such Business Plan, including the 

       

      20

       


      



    
      contemplated
        utilization of the Subscription Price by the Group Companies
        as set forth in such Business Plan.

      ARTICLE
        7

      CONDITIONS
        TO THE OBLIGATIONS OF ZHI SHENG AND THE COMPANY AT
        CLOSING.

      The
        obligation of Zhi Sheng to sell and the Company to allot and issue
        the Shares to the Purchaser at Closing, unless otherwise waived in writing
        by
        the Company and Zhi Sheng, is subject to the fulfillment to the Company’s and
        Zhi Sheng’s satisfaction on or prior to the Closing of the following
        conditions:

      7.1          Representations
        and Warranties Correct. The
        representations and warranties made by the Purchaser in ARTICLE 5 hereof
        shall
        be true and correct and complete in all material respects with respect to
        the
        subjects covered therein when made, and shall be true and correct and complete
        on the Closing Date with the same force and effect as if they had been made
        on
        such date, subject to changes contemplated by this Agreement.

      7.2          Performance
        of Obligations. The Purchaser shall
        have performed and complied with all agreements, obligations and conditions
        contained in this Agreement that are required or contemplated to be performed
        or
        complied with by it on or before the Closing.

      7.3          Laws.
        The offer and sale of the Shares to the
        Purchaser pursuant to this Agreement shall be exempt from the registration
        and
        prospectus delivery requirements of the Securities Act and shall not violate
        or
        breach or result in a violation or breach of any other applicable law or
        regulation.

      7.4          No
        Litigation. No Action shall have been
        threatened or instituted against the Purchaser seeking to enjoin, challenge
        the
        validity of, or assert any liability against any of them on account of, any
        transactions contemplated by this Agreement or the other Transaction
        Agreements.

      ARTICLE
        8

      COVENANTS
        OF THE WARRANTORS.

      Unless
        otherwise required by the Board to fulfill certain obligations and
        duties as an employee of the Company, if applicable, each Warrantor hereby
        jointly and severally covenants to the Purchaser as follows:

      
        	
                 

              	
                8.1

              	
                Implementation
                  of Business.  Each
                  Warrantor shall take all necessary actions
                  to:

              


      

      8.1.1      implement
        and carry out the business of the Group Companies as directed
        by the Board; and

      8.1.2      procure
        that Baichuan shall obtain certain PRC Governmental
        Authorizations required for the Group Companies’ business as currently operated
        and as proposed to be conducted, including but not limited to the Online
        News
        and Information Service Permit, and that such permit and license shall (i)
        be
        used only in connection with the business of 

       

      21

       


      



    
      the
        Group Companies; (ii) not be transferred, directly or indirectly,
        from Baichuan to any other party (other than another Group Company) without
        the
        Purchaser’s prior written approval and (iii) not be used for any purpose that is
        not expressly approved by the Board.

      8.2          Additional
        Covenants. Except as required by this
        Agreement, no resolution of the directors, owners, members, joint venture
        parties, or shareholders of any Group Company shall be passed nor shall any
        contract or commitment be entered into prior to the Closing without the written
        consent of the Purchaser, except that the Group Companies may carry on their
        businesses in the same manner as heretofore and may pass resolutions and
        enter
        into contracts and commitments in the ordinary course of business and consistent
        with past practice.

      8.3          Notice
        of Certain Events. If at any time before
        the Closing, any Warrantor comes to know of any material fact or event
        which:

      8.3.1      is
        in any way inconsistent with any of the representations and warranties
        in this Agreement;

      
        	
                 

              	
                8.3.2

              	
                renders
                  any fact warranted hereunder is false or misleading;
                  or

              


      

      8.3.3      might
        reasonably be expected to affect the willingness of a prudent
        investor to purchase the Shares on the terms contained in the Transaction
        Agreements or the amount of the consideration a prudent investor would be
        prepared to pay for the Shares; 

      then
        such Warrantor shall immediately notify the Purchaser and the other
        Warrantors in writing, describing the fact or event in reasonable
        detail.

      8.4          Registration
        of Intellectual Property Rights.
        Each Warrantor shall, as soon as practicable after the Closing, have any
        updated
        versions of software programs registered with the relevant PRC authorities,
        with
        Baichuan or the Company as the proprietor of each such intellectual property
        right.

      8.5          Tax
        Indemnity. Subject to the limitation
        provisions in Section 4.23 hereof, the Warrantors hereby jointly and severally
        undertake to indemnify the Purchaser against any and all losses, liabilities,
        damages, suits, obligations, judgments or settlements of any kind (including
        all
        reasonable legal costs, costs of recovery and other reasonable expenses incurred
        by the Purchaser) resulting from any claim of taxation (including those
        resulting from cancellation or reclamation of tax benefits of any kind relating
        to the Group Companies) arising from an event that occurred or is deemed
        to have
        occurred prior to the Closing.

      8.6          Limitation.
        Without prejudice to the limitation
        provisions in Section 4.23 hereof, the covenants contained in Section 8.5
        do not
        apply to any and all losses, liabilities, damages, suits, obligations,
        judgments, settlements of any kind and Damages:

      8.6.1      to
        the extent that full and sufficient provision or reserve in respect
        thereof has been made in the Financial Statements or to the extent that payment
        or discharge of such losses, liabilities, damages, suits, obligations,
        judgments, settlements of any kind and Damages has been taken into account
        therein; and

       

      22

       


      



    
      8.6.2      in
        respect of which provision or reserve has been made in the Financial
        Statements which is insufficient only by reason of any increase in rate of
        tax
        made after the Closing Date.

      8.7          Baichuan
        Replacement Shareholders. At any time
        after the Closing Date and upon the delivery by the Purchaser of a written
        notice to any Warrantor, the Warrantors shall:

      8.7.1      cause
        the Baichuan Principals, and assist the Purchaser with best efforts
        to cause the Company, to submit relevant documents to the PRC Government
        Authorities for approval of the transfer of the equity interests of Baichuan
        from the Baichuan Principals to the Baichuan Replacement Shareholders after
        the
        Closing Date; and

      8.7.2      use
        best efforts to provide any assistance reasonably requested by the
        Purchaser to facilitate the submission of documents to the relevant Government
        Authorities for the transfer of the equity interests of Baichuan from the
        Baichuan Principals to the Baichuan Replacement Shareholders and the granting
        of
        approvals thereon.

      8.8          Baichuan
        Principals. At any time prior to
        completion of the transfer of one hundred percent (100%) the equity interests
        in
        Baichuan from the Baichuan Principals to the Baichuan Replacement Shareholders,
        the Baichuan Principals shall not:

      8.8.1      sell,
        contract to sell, transfer, mortgage, or dispose in any manner any
        of the equity interests of Baichuan, or allow any placement thereon as a
        security interest, except to the WFOE or the New WFOE;

      8.8.2      cause
        the shareholders meeting or the board of directors of Baichuan to
        approve the sale, transfer, mortgage or disposition in any manner any of
        the
        equity interests of Baichuan, or allow the placement thereon of any security
        interest, except to the WFOE or the New WFOE; or

      8.8.3      cause
        Baichuan to supplement, change, or amend its articles of
        association in any manner, increase or decreases its registered capital,
        or
        change its share capital structure in any manner without the prior written
        consent of the Purchaser and the WFOE.

      ARTICLE
        9

      INDEMNIFICATION.

      9.1          Indemnification
        by the Warrantors. Subject to the
        limitation provisions in Section 4.23 hereof, the Warrantors shall, jointly
        and
        severally, indemnify the Purchaser and its employees, officers, directors,
        Affiliates and agents (the “Indemnified
        Persons”), in respect of, and hold the Indemnified
        Persons harmless against, any and all Damages resulting from:

      
        	
                 

              	
                9.1.1

              	
                a
                  Warrantor’s breach of any Transaction
                  Agreement;

              


      

      9.1.2      any
        audit or adjustment by a PRC tax or other government authority within
        twenty-four (24) months after the Closing with respect to any Group Company’s
        business activities conducted before the Closing; or

       

      23

       


      



    
      9.1.3      any
        Damages incurred by the Company within twenty-four (24) months after
        the Closing for infringement of third-party right or violation of any law,
        rule
        or regulation caused by or related to any of the Group Companies’ or their
        Affiliates’ business and operations, including the use of the Technology to
        transfer unlicensed media content over the internet, that occurred prior
        to the
        Closing.

      For
        purposes of this Agreement, “Damages” shall mean
        and include any and all
        monetary damages, fines, penalties, interest obligations, deficiencies
        (including amounts paid in settlement, interest, court costs, costs of
        investigators, fees and expenses of attorneys, accountants, financial advisors
        and other experts, and other expenses of litigation) incurred or suffered
        by an
        Indemnified Person or any Affiliate thereof.

       

      
        	
                 

              	
                9.2

              	
                Method
                  of Asserting Claims.

              


      

      9.2.1      The
        Indemnified Person shall give prompt written notification to the
        Warrantors of the Damages which form the basis of any claim for which the
        indemnification pursuant to this Section 9.2 may be sought (a
“Claim”), provided,
        however, that the failure to provide such notice shall not release the
        Warrantors from any obligations under this Section 9.2 except to the extent
        such
        Warrantors is materially prejudiced by such failure and shall not relieve
        such
        Warrantors from any other obligation or liability that it may have to any
        Indemnified Person otherwise than under this Section 9.2. Within ten (10)
        calendar days after delivery of such notification, the Warrantors may, upon
        written notice thereof to the Indemnified Person, assume control of the defense
        of such Claim with counsel reasonably satisfactory to the Indemnified Person,
        provided that the Warrantors acknowledges in writing to the Indemnified Person
        that any damages, fines, costs or other liabilities that may be assessed
        against
        the Indemnified Person in connection with such Claim constitute Damages for
        which the Indemnified Person shall be entitled to indemnification pursuant
        to
        this Section 9.2. If the Warrantors do not assume control of such defense,
        the
        Indemnified Person shall control such defense. The party not controlling
        the
        defense of such Claim may participate therein at its own expense; provided
        that
        if the Warrantors assumes control of such defense and the Indemnified Person
        reasonably concludes that the Warrantors and the Indemnified Person have
        conflicting interests or different defenses available with respect to such
        Claim, then the reasonable fees and expenses of counsel to the Indemnified
        Person shall be considered “Damages” for purposes
        of this
        Agreement.

      9.2.2      In
        the event that the Warrantors exercises the right to undertake any
        such defense against any such Claim as provided above, the Indemnified Person
        shall cooperate with the Warrantors in such defense and as soon as practicable
        make available to the Warrantors, at the Warrantors’ expense, all witnesses,
        pertinent records, materials and information in the Indemnified Person’s
        possession or under the Indemnified Person’s control relating thereto as is
        reasonably required by the Warrantors. Similarly, in the event the Indemnified
        Person is, directly or indirectly, conducting the defense against any such
        Claim, the Warrantors shall cooperate with the Indemnified Person in such
        defense and as soon as practicable make available to the Indemnified Person,
        at
        the Warrantors’ expense, all such witnesses, records, materials and information
        in the Warrantors’ possession or under the Warrantors’ control relating thereto
        as is reasonably required by the Indemnified Person. The party controlling
        such
        defense shall keep the other party advised of the status of such Claim and
        the
        defense thereof and shall consider in good faith recommendations made by
        the
        other party with respect thereto. The Indemnified 

       

      24

       


      



    
      Person
        shall not agree to any settlement of such Claim without the prior
        written consent of the Warrantors, which shall not be unreasonably
        withheld.

      9.2.3      If
        a third party asserts that an Indemnified Person is liable to such
        third party for a monetary or other obligation which may constitute or result
        in
        Damages for which such Indemnified Person may be entitled to indemnification
        pursuant to this Article 9, and such Indemnified Person reasonably determines
        that it has a valid business reason to fulfill such obligation, then (i)
        such
        Indemnified Person shall be entitled to satisfy such obligation, without
        prior
        notice to or consent from the Warrantors, (ii) such Indemnified Person may
        make
        a claim for indemnification pursuant to this Section 9.2, and (iii) such
        Indemnified Person shall be reimbursed for any such Damages for which it
        is
        entitled to indemnification pursuant to this Section 9.2.

      
        	
                 

              	
                9.3

              	
                Holdback.

              


      

      9.3.1      With
        respect to any Claim that has been accepted in writing by any
        Warrantor or resolved pursuant to Section 11.13, to the extent the Holdback
        Amount has not been consumed or paid to any Warrantor, the Purchaser shall
        satisfy such Claim from the Holdback Amount.

      9.3.2      On
        the first Business Day following the expiration of six (6) months
        after the Closing Date, the balance, if any, of the Holdback Amount after
        deducting (i) the amount of any Claim that has been accepted by any Warrantor
        in
        writing or resolved pursuant to Section 11.13, and (ii) any and all reasonable
        fees and expenses incurred by the Purchaser in connection with any Claim,
        shall
        be paid by the Purchaser to a single account specified by Zhi Sheng.


      9.3.3      Notwithstanding
        anything in the foregoing to the contrary, to the extent
        that at the time for payment to any Warrantor of the balance of the Holdback
        Amount there are any pending Claims, the Purchaser shall be entitled to retain
        the amount of such Claims until a resolution of such Claims is reached pursuant
        to Section 11.13, and upon such resolution, shall promptly pay any remaining
        balance of the Holdback Amount to a single account designated by Zhi
        Sheng.

      ARTICLE
        10

      CONFIDENTIALITY
        AND NON-DISCLOSURE.

      10.1       Disclosure
        of Terms. The terms and conditions of
        this Agreement and any other Transaction Agreements (collectively, the
“Terms”), including
        their existence, shall be considered confidential information and shall not
        be
        disclosed by any party hereto to any third party without the consent of all
        other parties except in accordance with the provisions set forth
        below.

      10.2       Legally
        Compelled Disclosure. In the event that any Party or any
        of its Affiliates is requested or becomes legally compelled (including without
        limitation, pursuant to securities laws and regulations of any jurisdiction)
        to
        disclose the existence of this Agreement or the content of any of the Terms
        in
        contravention of the provisions of this Section 10.2, that Party has the
        right
        to make such disclosure in its sole discretion and without giving prior written
        notice to any other party hereto.

       

      25

       


      



    
      10.3       Other
        Exceptions. Notwithstanding any other provision of this
        Section 10.3, the confidentiality obligations of the parties shall not apply
        to:
        (i) information which a disclosing party learns from a third party having
        the
        right to make the disclosure, provided the disclosing party complies with
        any
        restrictions imposed by the third party; (ii) information which is in the
        disclosing party’s possession prior to the time of disclosure by the protected
        party and not acquired by the disclosing party under a confidentiality
        obligation; (iii) information which enters the public domain without breach
        of
        confidentiality by the disclosing party; or (iv) any disclosure by a party
        to
        its employees, officers, bankers, partners, accountants, attorneys or other
        professional advisers, in each case only where such Persons are under
        appropriate confidentiality obligations.

      
        	
                 

              	
                10.4

              	
                Press
                  Releases.

              


      

      10.4.1    Mr.
        Fan and Zhi Sheng shall not issue any press release or make any public
        announcement with respect to this Agreement or any other Transaction Agreement
        or the transactions contemplated hereby without the prior written consent
        of the
        Purchaser.

      10.4.2    The
        Purchaser may issue any press release or make any public announcement as
        it
        deems to be appropriate with respect to this Agreement or any other Transaction
        Agreement or the transactions contemplated hereby at its own
        discretion.

      10.5               Other
        Information. The provisions of this ARTICLE
        10 shall survive the termination of this Agreement and shall be in addition
        to,
        and not in substitution for, the provisions of any separate non-disclosure
        agreement executed by any of the parties hereto with respect to the transactions
        contemplated hereby.

      ARTICLE
        11

      MISCELLANEOUS.

      11.1              Governing
        Law. This Agreement shall be governed
        in all respects by the laws of Hong Kong.

      11.2               Survival.
        The representations, warranties,
        covenants and agreements made herein shall survive any due diligence
        investigation made by any party hereto and shall survive the
        Closing.

      11.3               Successors
        and Assigns. Except as otherwise
        expressly provided herein, the provisions hereof shall inure to the benefit
        of,
        and be binding upon, the successors, permitted 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
        herein may be assigned by the Purchaser to any Affiliate of the Purchaser.
        No
        Warrantor may assign its rights or delegate its obligations under this Agreement
        without the written consent of the Purchaser.

      11.4              Entire
        Agreement. This Agreement and the
        schedules and exhibits hereto and thereto and the Transaction Agreements,
        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. 

       

      26

       


      



    
      11.5               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 (i) when hand delivered to the other party; (ii) when sent by
        facsimile at the number set forth below, upon a successful transmission report
        being generated by the sender’s machine; or (iii) three (3) Business Days after
        deposit with an internationally-recognized overnight delivery service, postage
        prepaid, addressed to the parties as set forth in Exhibit
        B 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 11.5 by giving
        the
        other party written notice of the new address in the manner set forth
        above.

      11.6              Amendments
        and Waivers. This Agreement may be
        amended only with the prior written consent of the Purchaser and the Baichuan
        Principals.

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

      11.8               Finder’s
        Fees. Except as set forth in
Disclosure Schedule
        11.8 by the
        Company, each party (i) represents and warrants to the other party hereto
        that
        it has not retained any finder or broker in connection with the transactions
        contemplated by this Agreement, and (ii) hereby agrees to indemnify and to
        hold
        harmless the other party hereto from and against any liability for any
        commission or compensation in the nature of a finder’s fee of any broker or
        other person or firm (and the costs and expenses of defending against such
        liability or asserted liability) for which the indemnifying party or any
        of its
        employees or representatives are responsible.

      11.9              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.

       

      27

       


      



    
      11.10            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.

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

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

      11.13             Dispute
        Resolution. Any
        dispute, controversy or claim arising out of or relating to this
        Agreement, or the breach, termination or invalidity thereof, shall be settled
        by
        arbitration in accordance with the UNCITRAL arbitration rules then in effect.
        The appointing authority shall be Hong Kong International Arbitration Centre
        (“HKIAC”). The place
        of
        arbitration shall be in Hong Kong at HKIAC. There shall be three (3)
        arbitrators. The language to be used in the arbitral proceedings shall be
        English. Any such arbitration shall be administered by HKIAC in accordance
        with
        HKIAC procedures for arbitration in force at the date of this Agreement
        including such additions to the UNCITRAL arbitration rules as are therein
        contained.

       

      [Signature
        Page Follows]

       

      28

       


      



    
      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement on
        the day and year herein above first written.

       

       

      
        	
                Ixworth
                  Enterprises Limited

                 

                 

                By:
/s/
                  Wang Shuang

                Name:    Mr.
                  Wang Shuang

                Title:       Director

                 

                 

                 

              	
                Fan
                  Hui Yang

                 

                 

                /s/
                  Fan Hui Yang

                 

                 

                 

              
	
                Beijing
                  Ninetowns Network and Software Co.,
                  Ltd.

                 

                 

                By:
/s/
                  Ng Kin Fai

                Name:    Mr.
                  Ng Kin Fai

                Title:       Director

                 

                 

                 

              	
                Zhi
                  Sheng Limited

                 

                 

                By:
/s/
                  Fan Hui Yang

                Name:    Mr.
                  Fan Hui Yang

                Title:       Director

                 

              
	
                Zhou
                  Lijun

                 

                 

                /s/
                  Zhou Lijun

                 

                 

                 

                 

                 

              	
                Ample
                  Spring Holdings Limited

                 

                 

                By:
/s/
                  Fan Hui Yang

                Name:    Mr.
                  Fan Hui Yang

                Title:       Director

                 

                 

              
	
                Zhou
                  Peiji

                 

                 

                /s/
                  Zhou Peiji

                 

                 

              	
                Beijing
                  Baichuan Tongda Science and Technology Development Co.,
                  Ltd.

                 

                 

                By:
/s/
                  Zhou Peiji

                Name:    Mr.
                  Zhou Peiji

                Title:       Director

                 

              


      

       

       

      [Signature
        Page of Share Purchase and Subscription
        Agreement]

       


      



    
      Schedule
        I

      Disclosure
        Schedules

       


      



    
      Exhibit
        A

      Key
        Employees

      
        	
                 

              	
                §

              	
                Zhou
                  Peiji 

              


      

      
        	
                 

              	
                §

              	
                Zheng
                  Min 

              


      

      
        	
                 

              	
                §

              	
                Luo
                  Peng 

              


      

      
        	
                 

              	
                §

              	
                Wei
                  Wen Qi

              


      

      
        	
                 

              	
                §

              	
                Wang
                  Dong 

              


      

      
        	
                 

              	
                §

              	
                Liu
                  Shuang 

              


      

      
        	
                 

              	
                §

              	
                Zhang
                  Wen Jie 

              


      

      
        	
                 

              	
                §

              	
                Yao
                  Hu 

              


      

       


      



    
      Exhibit
        B

      Notice
        Addresses

       

      
        	
                To
                  the Purchaser and the WFOE:

              	
                Suites
                  1705-6,
17/F, Two Chinachem Exchange Square,
338
                  King’s Road,
North Point, Hong Kong
Attn: Tommy Siu Lun Fork
Fax
                  No.: (852) 2868 4483
 

              
	
                To
                  the Company:

              	
                Floor
                  14, Building B, Jinyun Plaza,
No. 43 Xizhimen North
                  Street,
Haidian District,
Beijing,
                  PRC
 
Attn:           Zhou
                  Peiji
Fax No.:    (8610)
                  58365355
 

              
	
                To
                  Baichuan:

              	
                Floor
                  14, Building B, Jinyun Plaza,
No. 43 Xizhimen North
                  Street,
Haidian District,
Beijing,
                  PRC
 
Attn:           Zhou
                  Peiji
Fax No.:    (8610)
                  58365355
 

              
	
                To
                  Mr. Fan, Zhi Sheng and the
Baichuan
                  Principals:

              	
                Floor
                  14, Building B, Jinyun Plaza,
No. 43 Xizhimen North
                  Street,
Haidian District,
Beijing,
                  PRC
 
Attn:           Zhou
                  Peiji
Fax No.:    (8610)
                  58365355