ex4-73.htm


    
      Execution
        Version


       


      Exhibit
        4.73


       


      SHAREHOLDERS
        AGREEMENT


       


      by
        and among


       


      Ixworth
        Enterprises Limited


       


      Mr.
        Fan Hui Yang


       


      Zhi
        Sheng Limited


       


      and


       


      Ample
        Spring Holdings Limited


       


      April
        26, 2007


       


       


       

      

      



    
      SHAREHOLDERS
        AGREEMENT


       


      This
        Shareholders Agreement (this “Agreement”) is made
        on April 26, 2007 by and
        among the following parties:


      A.           Ixworth
        Enterprises Limited, a British
        Virgin Islands company (the “Investor,” together
        with the Founder, each a
“Shareholder” and
        collectively, the “Shareholders”);


      
        	
                 


              	
                B.


              	
                Mr.
                  Fan Hui Yang (ID No.
                  D538227(1));


              


      

      
        	
                 


              	
                C.


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


              


      

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


      RECITALS


      WHEREAS,
        Mr. Fan Hui Yang is the sole shareholder of the Founder and the
        Founder currently owns the entire issued share capital of the
        Company.


      WHEREAS,
        the Investor is a party to that certain share purchase and
        subscription agreement dated April 9, 2007 among, inter alios, the Company
        and
        the Founder (the “Purchase and Subscription
        Agreement”). A condition to the Investor’s
        obligations at the closing as set forth under the Purchase and Subscription
        Agreement is the execution of this Agreement.


      WHEREAS,
        the Investor agreed to (i) subscribe from the Company, and the
        Company has agreed to issue and allot to the Investor, thirty-five (35) Ordinary
        Shares; and (ii) purchase from the Founder, and the Founder has agreed to
        sell
        to the Investor, thirty-five (35) Ordinary Shares, which collectively with
        the
        Ordinary Shares in (i) above represents seventy percent (70%) of the equity
        interest in the Company on a fully-diluted basis immediately after the closing
        of the transactions contemplated under the Purchase and Subscription Agreement,
        on the terms and conditions set forth in the Purchase and Subscription
        Agreement. 


      AGREEMENT


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants
        herein contained, and other consideration, the receipt and adequacy of which
        is
        hereby acknowledged, the parties hereto agree as follows:


      
        	
                 


              	
                1.


              	
                Certain
                  Definitions.  


              


      

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


      “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
        


       

       

      
        	
                 


              	
                1


              


      

       

      

      



    
      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. 


      “Agreement”
        shall have the meaning as ascribed to it in the introductory paragraph of
        this
        Agreement. 


      “Baichuan
        Restructure
        Documents” shall have the meaning as ascribed to it
        in Section 6.1.12 of the Purchase and Subscription Agreement.


      “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
        Special
        Administrative Region or the PRC.


      “Closing”
        shall have the meaning as ascribed
        to it in Section 3.1.1 of the Purchase and Subscription Agreement.


      “Company”
shall
        have the meaning as ascribed to it in the introductory paragraph of this
        Agreement.


      “Convertible
        Securities” shall mean all options, warrants and other
        securities convertible or
        exercisable into Ordinary Shares.


      “Exchange
        Act”
shall mean the U.S. Securities and Exchange
        Act of 1934, as
        amended.


      “Founder”
shall
        have the meaning as ascribed to it in the introductory paragraph of this
        Agreement.


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


      “Investor”
        shallhave the meaning as ascribed to it in the introductory
        paragraph of this Agreement.


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


      “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 the Hong Kong Special Administrative
        Region, the Macau Special Administrative Region and the islands of
        Taiwan.


      “Purchase
        and Subscription
        Agreement” shall have the meaning as ascribed to it
        in the recitals of this Agreement.


       


      
        	
                 


              	
                -2-


              


      

       

      

      



    
      “Qualified
        IPO”
shall mean either (i) a public offering of
        the Ordinary Shares (or depositary
        receipts or other securities evidencing Ordinary Shares) pursuant to an
        effective registration statement under the Securities Act of 1933, as amended,
        of the United States (the “Securities
        Act”), or (ii) any similar public offering on
        an
        internationally recognized stock exchange, covering the offer and sale of
        Ordinary Shares or the closing of a firm commitment public offering pursuant
        to
        an effective registration statement on Form F-1 under the Securities Act,
        which
        is underwritten by a managing underwriter of international standing and approved
        by the Investor in writing.


      “Registration”
shall
        mean registration effected by preparing and filing a registration
        statement under the Securities Act, and the declaration of effectiveness
        of such
        registration statement.


      “Registrable
        Securities” shall mean: (i) Ordinary Shares of the Company issued by
        the
        Company; (ii) Ordinary Shares of the Company issued as (or issuable upon
        the
        conversion or exercise of any warrant, right or other security which is issued
        as) a dividend or other distribution with respect to, or in exchange for
        or in
        replacement of, any of the foregoing; (iii) any other Ordinary Share owned
        or hereafter acquired by the Investor, including Ordinary Shares issued in
        respect of the Ordinary Shares described in (i)-(iii) above upon any share
        split, share dividend, recapitalization or a similar event; and (iv) any
        depositary receipts issued by an institutional depositary upon deposit of
        any of
        the foregoing. Notwithstanding the foregoing, “Registrable Securities” shall not
        include
        any Registrable Securities sold by a person in a transaction in which rights
        under this Agreement are not assigned in accordance with this Agreement or
        any
        Registrable Securities sold in a public offering, whether sold pursuant to
        Rule
        144 promulgated under the Securities Act, or in a registered offering, or
        otherwise.


      “Restated
        Articles” shall mean the Amended and Restated Memorandum
        and Articles of
        Association of the Company in substantially the form acceptable to the
        Shareholders.


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


      “SEC”
shall
        mean
        the U.S. Securities and Exchange Commission.


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


      “Shareholder”
or
        “Shareholders”
shallhave
        the meaning as ascribed to it in the introductory
        paragraph of this Agreement.


      “Shares”
shall
        mean all Ordinary Shares now owned or subsequently acquired by any Shareholder.
        


      “Subsidiary”
or
        “subsidiary”shall
        mean, with respect to any subject entity, (i)
        any company, partnership or other Person (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 


       


      
        	
                 


              	
                -3-


              


      

       

      

      



    
      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 IFRS or U.S. GAAP or other relevant
        generally accepted accounting practices; or (iii) any entity with respect
        to and
        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 Purchase and
        Subscription Agreement and
        the Baichuan Restructure Documents.


      “Transfer”
shall
        mean, directly or indirectly, selling, transferring, assigning or otherwise
        disposing of, all or any of the Shares in the Company to any other
        Person.


      “U.S.
        GAAP”
shall mean the accounting principles generally
        accepted in the United
        States.


      1.2          Definitions.
        The following terms have the
        meanings set forth in the Sections below:


       


      
        	
                Definition


              	
                Location


              
	
                Confirmation
                  Notice


              	
                Section
                  6.1


              
	
                Co-Sale
                  Closing


              	
                Section
                  7.2


              
	
                Drag-Along
                  Notice


              	
                Section
                  8.2


              
	
                Drag-Along
                  Right


              	
                Section
                  8.1


              
	
                Drag-Along
                  Sale


              	
                Section
                  8.1


              
	
                Dragged
                  Shareholder


              	
                Section
                  8.1


              
	
                HKIAC


              	
                Section
                  16.12


              
	
                Information


              	
                Section
                  14.3


              
	
                Investor
                  Director


              	
                Section
                  14.1


              
	
                New
                  Securities


              	
                Section
                  4.3


              
	
                Offered
                  Price


              	
                Section
                  5.2


              
	
                Offered
                  Shares


              	
                Section
                  5.2


              
	
                Participation
                  Notice


              	
                Section
                  4.4


              
	
                Participation
                  Rights Holder


              	
                Section
                  4.1


              
	
                Prohibited
                  Transfer


              	
                Section
                  9.3


              


      

       


       


      
        	
                 


              	
                -4-


              


      

       

      

      



    
       


      
        	
                Definition


              	
                Location


              
	
                Proposed
                  Transferee


              	
                Section
                  5.2


              
	
                Pro
                  Rata Share


              	
                Section
                  4.2


              
	
                Put
                  Shares


              	
                Section
                  9.3


              
	
                Put
                  Notice


              	
                Section
                  9.3


              
	
                Refusal
                  Period


              	
                Section
                  6.1


              
	
                Residual
                  Shares


              	
                Section
                  7.1


              
	
                Restricted
                  Period


              	
                Section
                  5.1


              
	
                Right
                  of Co-Sale


              	
                Section
                  7


              
	
                Right
                  of First Refusal


              	
                Section
                  6


              
	
                Right
                  of Participation


              	
                Section
                  4.1


              
	
                Terms


              	
                Section
                  15.1


              
	
                Transfer
                  Notice


              	
                Section
                  5.2


              


      

       


      
        	
                 


              	
                2.


              	
                INFORMATION
                  AND INSPECTION RIGHTS.


              


      

      
        	
                 


              	
                2.1


              	
                Information
                  and Inspection Rights.


              


      

      (a)          Information
        Rights. The Company covenants and
        agrees that, commencing on the date hereof, the Company shall deliver to
        the
        Investor the following with respect to the Company and its
        Subsidiaries:


      (i)        annual
        audited consolidated financial statements within ninety (90) days
        after the end of each fiscal year, audited by an international accounting
        firm
        approved by the Investor;


      (ii)       six-month
        unaudited consolidated financial statements within thirty (30) days after
        the
        end of such six-month period;


      (iii)     monthly
        unaudited consolidated financial statements within ten (10) days
        after the end of each month; 


      (iv)      an
        annual consolidated operating budget and strategic plan for the
        following fiscal year within thirty (30) days prior to the end of each fiscal
        year; and


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


       


      
        	
                 


              	
                -5-


              


      

       

      

      



    
      All
        financial statements to be provided to the Investor pursuant to this
        Section 2.1 and pursuant to any other Transaction Agreement, shall include
        a
        balance sheet, a statement of profit or loss and a statement of cash flows,
        and
        shall be prepared in the English language in accordance with the U.S. GAAP
        and
        shall consolidate all of the financial results of the Company and its
        Subsidiaries.


      (b)          Inspection
        Rights. The Company covenants and
        agrees that, commencing on the date hereof, the Investor or its appointee
        shall
        have the right of inspection, including the right to inspect the properties
        and
        facilities of the Company and/or any of its Subsidiaries and/or any of its
        joint
        venture companies and/or any of its Affiliates, to access, examine and copy
        all
        books or accounts of the Company and/or any of its Subsidiaries, and to discuss
        the business, operations and conditions of the Company and each of its
        Subsidiaries with their respective directors, officers, employees, accounts,
        legal counsel and investment bankers, with the full cooperation of the Company,
        during reasonable business hours.


      (c)          Termination
        of Rights. Except as set forth in
        Section 2.2 below, the foregoing information and inspection rights shall
        terminate upon the closing of a Qualified IPO.


      2.2          Information
        Rights After a Qualified IPO. The
        Company covenants that the Company shall deliver to the Investor (i) promptly
        after filing, copies of all of the Company’s annual and periodic reports made
        available to its shareholders as well as all public reports (including any
        periodic, interim, or extraordinary reports) filed with any stock exchange
        or
        securities regulatory authority, and (ii) promptly upon request, copies of
        the
        current versions of all documents relating to any subsequent financings by
        the
        Company, or otherwise affecting the Shares or the Investor, in each case
        with
        all amendments and restatements. This Section 2.2 shall survive any termination
        of this Agreement.


      2.3          Re-sale
        Rights.  The Company shall at its
        own cost use its best efforts to assist the Investor in the sale or disposition
        of its Registrable Securities, including without limitation (a) the prompt
        delivery of applicable instruction letters to the Company’s transfer agent to
        remove legends from the Investor’s share certificates, (b) causing the prompt
        delivery of appropriate legal opinions from the Company's counsels in forms
        reasonably satisfactory to the Investor’s counsel, (c) if the Company has
        depository receipts listed or traded on any exchange or inter-dealer quotation
        system, (i) the prompt delivery of instruction letters to the Company's share
        registrar and depository agent to convert the Investor’s securities into
        depository receipts or similar instruments to be deposited in the Investor’s
        brokerage account(s), and (ii) the prompt payment of all costs and fees related
        to such depositary facility, including conversion fees and maintenance fees
        for
        Registrable Securities held by the Investor.  The Company acknowledges that
        time is of the essence with respect to its obligations under this Section
        2.3,
        and that any delay will cause the Investor irreparable harm and constitutes
        a
        material breach of its obligations under this Agreement.


      
        	
                 


              	
                3.


              	
                PUBLIC
                  OFFERING RIGHTS.


              


      

      3.1          General.
        Prior to an initial public offering of
        the Company’s securities, the Company, the Investor and the Founder shall enter
        into a registration rights agreement on customary terms and conditions,
        providing that, among other things, the Investor shall be entitled to request
        three (3) demand registrations after the initial public offering of the
        Company’s securities, an 


       


      
        	
                 


              	
                -6-


              


      

       

      

      



    
      unlimited
        number of registration on either Form S-3 or Form F-3 and an
        unlimited number of piggyback registrations with respect to any registration
        by
        the Company and its securities, subject to customary underwriter cutbacks.
        The
        Company shall bear the costs and expenses of selling shareholders in connection
        with any public offering or registration (other than the underwriter’s
        commission), including the costs and expenses of two (2) counsels for the
        Investor.


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


      (a)          make
        and keep public information available, as those terms are understood
        and defined in Rule 144 under the Securities Act, at all times after the
        effective date of the first registration under the Securities Act filed by
        the
        Company for an offering of its securities to the general public;


      (b)          file
        with the SEC in a timely manner all reports and other documents
        required of the Company under the Securities Act and the Exchange Act (at
        any
        time after it has become subject to such reporting requirements);
        and


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


      
        	
                 


              	
                4.


              	
                RIGHT
                  OF PARTICIPATION.


              


      

      4.1          General.
        The Investor and any person to which
        rights under this Section 4 have been duly assigned in accordance with Section
        12 (each of the Investor and its assignees being hereinafter referred to
        as a
“Participation Rights Holder”) shall have
        a right of first refusal to purchase a Pro Rata Share of
        all or any part of the New Securities that the Company may from time to time
        issue after the date hereof (the “Right of
        Participation”).


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


       


      
        	
                 


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


      (a)          Ordinary
        Shares issued under the Purchase and Subscription
        Agreement;


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


      (c)          in
        the aggregate up to ten percent (10%) Ordinary Shares (proportionally
        adjusted to reflect any share dividends, share splits, or similar transactions)
        issued or issuable to officers, directors, employees and consultants of the
        Company or its Subsidiaries pursuant to any equity plan or incentive arrangement
        approved by the Board;


      (d)          options,
        warrants and other securities convertible or exercisable into
        Ordinary Shares, issued as part of a Board approved employee share option
        plan;


      (e)          those
        issued as a dividend or distribution on Ordinary Shares or any
        event for which adjustment is made;


      (f)           any
        securities issued pursuant to the acquisition of another corporation
        or entity by the Company by consolidation, merger, purchase of assets, or
        other
        reorganization in which the Company acquires, in a single transaction or
        series
        of related transactions, a majority of the assets, voting power or equity
        ownership of such other corporation or entity; and


      
        	
                 


              	
                (g)


              	
                any
                  securities offered in a Qualified IPO by the
                  Company.


              


      

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


       


      
        	
                 


              	
                -8-


              


      

       

      

      



    
      4.5          Failure
        to Exercise. In the event Participation
        Rights Holders do not exercise the Right of Participation with respect to
        all
        New Securities described in the Participation Notice, after twenty (20) Business
        Days following the date of the Participation Notice, the Company shall have
        a
        period of sixty (60) days thereafter to sell the New Securities described
        in the
        Participation Notice (with respect to which the Right of Participation was
        not
        fully exercised) at the same or a higher price and upon non-price terms not
        more
        favorable to the purchasers thereof than specified in the Participation Notice.
        In the event that the Company has not issued and sold such New Securities
        within
        such prescribed period, then the Company shall not thereafter issue or sell
        any
        New Securities without first offering such New Securities to the Participation
        Rights Holders pursuant to this Section 4.5.


      4.6          Termination.
        The Right of Participation under
        this Section 4 shall terminate upon the completion of a Qualified
        IPO.


      
        	
                 


              	
                5.


              	
                Restrictions
                  on Transfer. 
                   


              


      

      5.1          General.
        The Founder may not Transfer, directly
        or indirectly, any Shares without the Investor’s prior written approval for
        three (3) years after the Closing (the “Restricted
        Period”).


      5.2          Notice
        of Proposed Transfer. Prior to the Founder
        Transfers any of its Shares, the Founder shall simultaneously deliver to
        the
        Company and the Investor a written notice (the “Transfer Notice”) in the
        form attached
        hereto as Exhibit A,
        stating: (i) the Founder’s bona fide intention to sell or otherwise
        Transfer such Shares (the “Offered
        Shares”); (ii) the name, address and phone
        number of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the
        aggregate number of the Offered Shares proposed to be Transferred to each
        Proposed Transferee; (iv) the bona fide cash price or, in reasonable
        detail, other consideration for which the Founder proposes to Transfer the
        Offered Shares (the “Offered
        Price”); and (v) the Investor’s right to
        exercise its Right of First Refusal or its Right of Co-Sale with respect
        to the
        Offered Shares.


      
        	
                 


              	
                6.


              	
                Right
                  of First Refusal.


              


      

      6.1          Exercise
        by the Investor.The Investor and its
        affiliated assignees have the Right of First Refusal to purchase all or any
        part
        of the Offered Shares upon the terms and conditions set forth in the Transfer
        Notice; providedthat
        the Investor gives written notice of the
        exercise of such right to the Founder within thirty (30) days after the date
        on
        which the Transfer Notice is, pursuant to Section 5.2 deemed to have been
        delivered to the Investor (the “Refusal
        Period”). Within five (5) days after the expiration
        of the Refusal Period, the Founder will give written notice to the Company
        and
        the Investor specifying the number of Offered Shares that was subscribed
        by the
        Investor exercising its Right of First Refusal (the “Confirmation Notice”). The Confirmation
        Notice shall specify the number of Offered Shares to be purchased by the
        Investor.


      6.2          Purchase
        Price.The purchase price for the Offered
        Shares to be purchased by the Investor exercising its Right of First Refusal
        under this Agreement will be the Offered Price, and will be payable as set
        forth
        in Section 6.3 hereof. If the Offered Price includes consideration other
        than
        cash, the cash equivalent value of the non-cash consideration will be determined
        by the Board in 


       


      
        	
                 


              	
                -9-


              


      

       

      

      



    
      good
        faith, which determination will be binding upon the Company, the
        Investor and the Founder, absent fraud or error.


      6.3          Payment.
        Payment of the purchase price for the
        Offered Shares purchased by the Investor exercising its Right of First Refusal
        will be made within ten (10) days after the later of (i) delivery of the
        Confirmation Notice, or (ii) the end of the Refusal Period. Payment of the
        purchase price will be made, at the option of the Investor, (i) in cash (by
        check or wire transfer), (ii) by cancellation of all or a portion of any
        outstanding indebtedness of the Founder to the Investor, if any, or (iii)
        by any
        combination of the foregoing.


      6.4          Rights
        as a Shareholder. If the Investor
        exercises its Right of First Refusal to purchase the Offered Shares, then,
        upon
        the date that the notice of such exercise by the Investor is deemed delivered
        to
        the Founder pursuant to Section 6.1 hereof, the Founder will have no further
        rights as a holder of the Offered Shares except the right to receive payment
        for
        the Offered Shares from the Investor(s), in accordance with the terms of
        this
        Agreement, and the Founder will forthwith cause all certificate(s) evidencing
        such Offered Shares to be surrendered for Transfer to the Investor.


      6.5          Founder’s
        Right To Transfer. If the Investor has
        not elected to purchase all or any portion of the Offered Shares, then, with
        respect to that portion of Offered Shares that will not be purchased by the
        Investor pursuant to Section 6 hereof, the Right of First Refusal shall not
        apply to such Transfer, and the Founder may Transfer such portion of the
        Offered
        Shares which the Investor has not elected to purchase to any person named
        as a
        purchaser or other Transferee in the Transfer Notice, at the Offered Price
        or at
        a higher price; provided that
        such Transfer shall still be subject to the
        Investor’s Right of Co-Sale as defined in Section 7 hereof; provided further
        that
        such Transfer (i) is consummated within sixty (60) days after the end of
        the
        Refusal Period, (ii) is on the same terms as set forth in the Transfer Notice,
        and (iii) is in accordance with all the terms of this Agreement. If the Offered
        Shares are not so Transferred during such sixty (60) day period, then the
        Founder may not Transfer any of such Offered Shares without complying again
        in
        full with the provisions of this Agreement.


      
        	
                 


              	
                7.


              	
                Investor's
                  Right of Co-Sale.


              


      

      7.1          Exercise
        by the Investor. The Investor shall have
        the right to participate in the sale of the Offered Shares
        (“Right of Co-Sale”),
        which are not being purchased by the Investor pursuant to its Right of First
        Refusal in Section 6 hereof (“Residual
        Shares”), on the same terms and conditions as
        specified in the Transfer Notice. The Investor may sell all or any part of
        the
        Shares held by it equal to the product obtained by multiplying (i) the Residual
        Shares, by (ii) a fraction, the numerator of which shall be the number of
        Shares
        owned by the Investor and the denominator of which shall be the total number
        of
        the issued and outstanding Shares of the Company, calculated immediately
        prior
        to the time of the Transfer. To exercise its rights hereunder, the Investor
        must
        have provided a written notice to the Founder within the Refusal Period
        indicating the number of Shares that it wishes to sell pursuant to this Section
        7.1.


       


       


      
        	
                 


              	
                -10-


              


      

       

      

      



    
      7.2          Closing;
        Consummation of the Co-Sale. Subject to
        compliance with applicable state and federal securities laws, the sale of
        the
        Shares by the Investor pursuant to the Right of Co-Sale shall occur within
        ten
        (10) days after the later of (i) delivery of the Confirmation Notice and
        (ii) expiration of the Refusal Period (the “Co-Sale Closing”). The Investor
        shall
        deliver to the Founder at or before the Co-Sale Closing, one or more
        certificates, properly endorsed for Transfer (or with a duly executed separate
        instrument of transfer, as applicable), representing the number of Shares
        to
        which the Investor is entitled to sell pursuant to this Section 7. At the
        Co-Sale Closing, the Founder shall cause such certificates or other instruments
        to be Transferred and delivered to the Transferee pursuant to the terms and
        conditions specified in the Transfer Notice.


      7.3          Founder’s
        Right To Transfer. If any of the
        Offered Shares remain available after the exercise of the Investor’s Right of
        First Refusal and all Rights of Co-Sale, then the Founder shall be free to
        Transfer, subject to Section 8 below, any such remaining Shares to the
        Proposed Transferee at the Offered Price or a higher price in accordance
        with
        the terms set forth in the Transfer Notice; provided, however,
        that if the Offered Shares are not so
        Transferred during the sixty (60) day period following the deemed delivery
        of
        the Transfer Notice, then the Founder may not Transfer any of such remaining
        Offered Shares without complying again in full with the provisions of this
        Agreement.


      
        	
                 


              	
                8.


              	
                INVESTOR’S
                  DRAG-ALONG RIGHTS


              


      

      8.1          Exercise
        by the Investor. If a Qualified IPO does
        not occur on or before December 31, 2009 and the Investor approves an offer
        by
        any Person or Persons (for purposes of this Section 8, the “Proposed Transferee”) to purchase
        all or
        substantially all of the equity or assets, of the Company, or the business
        conducted by it (the “Drag-Along
        Sale”), then the Investor shall have the right,
        the
“Drag-Along Right”),
        but not the obligation, to require each other Shareholder (each a
“Dragged Shareholder”)
        to vote to approve such sale or to sell to the Proposed Transferee up to
        all the
        Shares or ownership interest in the Company held by such Dragged Shareholder,
        provided that the valuation of the Company at the time of such Drag-Along
        Sale
        is not less than RMB600,000,000 and, unless with the prior written consent
        of
        the Dragged Shareholder. Each Shareholder agrees to take all steps necessary
        to
        enable him or it to comply with the provisions of this Section 8.1, including,
        but not limited to, voting in favor of such Drag-Along Sale, converting
        Convertible Securities into Ordinary Shares and transferring its Shares or
        ownership interest in the Company involved in such Drag-Along Sale.
        Notwithstanding any provision to the contrary, the share Transfer restrictions
        as provided in Section 5, Section 6 and Section 7 shall not apply to any
        Transfers made pursuant to this Section 8.


      8.2          Closing;
        Consummation of Drag-Along Sale. To
        exercise a Drag-Along Right, the Investor shall give each Dragged Shareholder
        and the Company a written notice (for purposes of this Section 8.2, a
“Drag-Along Notice”)
        containing (a) the name and address of the Proposed Transferee and (b) the
        proposed purchase price, terms of payment and other material terms and
        conditions of the Proposed Transferee’s offer. Each Dragged Shareholder shall
        thereafter be obligated to sell the Ordinary Shares subject to such Drag-Along
        Notice, providedthat
        the sale to the Proposed Transferee is
        consummated within sixty (60) days of delivery of such Drag-Along Notice.
        If the
        sale is not consummated within such 60-day period, then each Dragged Shareholder
        shall no longer be 


       


      
        	
                 


              	
                -11-


              


      

       

      

      



    
      obligated
        to sell such Dragged Shareholder’s Shares pursuant to that
        specific Drag-Along Right but shall remain subject to the provisions of this
        Section 8. 


      8.3          Terms
        and Conditions. Any such sale or
        disposition by the Dragged Shareholders shall be on the same terms and
        conditions, including, without limitation, as to the form of consideration,
        as
        the proposed Drag-Along Sale by the Investor. The Dragged Shareholders shall
        be
        required to make customary and usual representations and warranties in
        connection with the Drag-Along Sale, including, without limitation, as to
        their
        ownership and authority to sell, free of all liens, claims and encumbrances
        of
        any kind, the Shares proposed to be Transferred or sold by such persons or
        entities and shall, without limitation as to time, indemnify and hold harmless
        to the full extent permitted by law, the Investor and the third party purchasers
        against all obligations, cost, damages, expenses, losses, judgments,
        assessments, or other liabilities including, without limitation, any special,
        indirect, consequential or punitive damages, any court costs, costs of
        preparation, attorney’s fees or expenses, or any accountant’s or expert witness’
fees arising out of, in connection with or related to any breach or alleged
        breach of any representation or warranty made by, or agreements, understandings
        or covenants of the Dragged Shareholders as the case may be, under the terms
        of
        the agreements relating to such Drag-Along Sale. 


      8.4          Deemed
        Transfers. At the closing of the
        Drag-Along Sale, each Dragged Shareholder shall deliver or cause to be delivered
        a certificate or certificates evidencing its Shares to be included in the
        Drag-Along Sale, duly endorsed for Transfer with signatures guaranteed, to
        such
        Proposed Transferee in the manner and at the address indicated in the Drag-Along
        Notice. If a Dragged Shareholder fails to deliver certificates evidencing
        its
        Shares as described in this Section 8 at such closing, it shall for all purposes
        be deemed no longer to be a shareholder of the Company (with the record books
        of
        the Company including, as appropriate, its register of shareholders updated
        to
        reflect such status), shall have no voting rights, shall not be entitled
        to any
        dividends or other distributions with respect to any Shares held by them,
        shall
        have no other rights or privileges as a shareholder of the Company and, in
        the
        event of liquidation of the Company, its rights with respect to any
        consideration it would have received if it had complied with this Section
        8, if
        any, shall be subordinate to the rights of any equity holder. In addition,
        upon
        demand by the Investor and in addition to any other rights or remedies of
        the
        Investor granted herein or otherwise, the Company shall stop any subsequent
        Transfer of any such Shares held by the Dragged Shareholders.


      
        	
                 


              	
                9.


              	
                Conditions
                  to Valid Transfer.


              


      

      9.1          Generally.
        Any attempt by the Founder to Transfer
        any Shares in violation of any provision of this Agreement will be null and
        void, shall not be recorded on the books of the Company or its transfer agent
        and shall not be recognized by the Company. Each party hereto acknowledges
        and
        agrees that any breach of this Agreement would result in substantial harm
        to the
        other parties hereto for which monetary damages alone could not adequately
        compensate. Therefore, the parties hereto unconditionally and irrevocably
        agree
        that any non-breaching party hereto shall be entitled to seek protective
        orders,
        injunctive relief and other remedies available at law or in equity (including,
        without limitation, seeking specific performance or the rescission of purchases,
        sales and other Transfers of Shares not made in strict compliance with this
        Agreement).


       


      
        	
                 


              	
                -12-


              


      

       

      

      



    
      9.2          Conditions.
        No securities shall be Transferred by
        the Founder unless (i) such Transfer is made in compliance with all of the
        terms of this Agreement and all applicable federal and state securities laws
        and
        (ii) prior to such Transfer, the transferee or transferees sign a
        counterpart to this Agreement pursuant to which it or they agree to be bound
        by
        the terms of this Agreement. The Company will not be required to
        (i) transfer on its books any Shares that have been sold, gifted or
        otherwise Transferred in violation of any provisions of this Agreement, or
        (ii) to treat as owner of such Shares, or accord the right to vote or pay
        dividends to any purchaser, donee or other transferee to whom such Shares
        may
        have been so Transferred. 


      9.3          Put
        Right. If the Founder Transfers any Shares in
        contravention of the Right of Co-Sale under this Agreement (a
“Prohibited Transfer”),
        or the Proposed Transferee is unwilling to purchase any securities from the
        Investor, the Investor may, by delivery of written notice to the Founder
        (a
“Put Notice”) within
        thirty (30) days after the date on which the Investor becomes aware of the
        Prohibited Transfer or the terms thereof, require the Founder to purchase
        from
        the Investor the number of Shares that is equal to the number of Residual
        Shares
        the Investor would have been entitled to Transfer to the purchaser (the
“Put Shares”). Such
        sale shall be made on the following terms and conditions:


      (a)          The
        price per share at which the Put Shares are to be sold to the Founder
        shall be equal to the price per share that the Investor would have received
        at
        the Co-Sale Closing of such Prohibited Transfer if the Investor had sold
        such
        Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares
        shall
        be paid in cash or such other consideration as the Founder received in the
        Prohibited Transfer or at the Co-Sale Closing. The Founder shall also reimburse
        the Investor for any and all reasonable fees and expenses, including, but
        not
        limited to, legal fees and expenses, incurred pursuant to the exercise or
        attempted exercise of the Investor’s Rights of Co-Sale pursuant to Section 7 or
        in the exercise of its rights under this Section 9 with respect to the Put
        Shares.


      (b)          The
        Put Shares to be sold to the Founder shall be of the same class or
        type as Transferred in the Prohibited Transfer or at the Co-Sale Closing
        if the
        Investor then owns securities of such class or type. If the Investor does
        not
        own any of such class or type, the Put Shares shall be Ordinary
        Shares.


      (c)          The
        closing of such sale to the Founder will occur within ten (10) days
        after the date of the Investor’s Put Notice to the Founder. At such closing, the
        Investor shall deliver to the Founder the certificate or certificates
        representing the Put Shares to be sold, each certificate to be properly endorsed
        for transfer (or with a duly executed separate instrument of transfer, as
        applicable), and immediately upon receipt thereof, the Founder shall pay
        the
        aggregate purchase price therefor, and the amount of reimbursable fees and
        expenses, as specified in Section 9.3(a).


      
        	
                 


              	
                10.


              	
                Restrictive
                  Legend and Stop Transfer Orders. 
                   


              


      

      10.1       Legend.
        Each Shareholder understands and agrees
        that the Company will cause the legend set forth below, or a legend
        substantially equivalent thereto, to be placed upon any certificate(s) or
        other
        documents or instruments evidencing ownership of Shares:


       


      
        	
                 


              	
                -13-


              


      

       

      

      



    
      THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE
        SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RIGHTS
        OF
        FIRST REFUSAL AND RIGHTS OF CO-SALE AS SET FORTH IN A SHAREHOLDERS AGREEMENT
        ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND CERTAIN SHAREHOLDERS
        OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
        OF
        THE COMPANY. SUCH RIGHTS OF FIRST REFUSAL AND RIGHTS OF CO-SALE ARE BINDING
        ON
        CERTAIN TRANSFEREES OF THESE SHARES WHO ARE PARTIES TO THE SHAREHOLDERS
        AGREEMENT.


       


      10.2        Stop
        Transfer Instructions. In order to ensure
        compliance with the restrictions referred to herein, the Founder agrees that
        the
        Company may issue appropriate “stop transfer” certificates or instructions in
        the event of a Transfer in violation of any provision of this Agreement and
        that
        it may make appropriate notations to the same effect in its
        records.


      11.          TERMINATION.
        The Investor’s Right of First
        Refusal and Right of Co-Sale shall terminate upon the closing of a Qualified
        IPO. 


      
        	
                 


              	
                12.


              	
                ASSIGNMENT
                  AND AMENDMENT.


              


      

      12.1       Assignment.
        Notwithstanding anything herein to
        the contrary, the rights of the Investor under Sections 2.1 (prior to a
        Qualified IPO), 2.2 and 2.3 are transferable to any Affiliate of the Investor
        or
        to any person who holds or is acquiring Shares immediately after the Closing
        in
        a Transfer which does not breach any express provision of this Agreement;
        provided, however,
        that the Company is given a written
        notice stating the name and address of the assignee and identifying the
        securities of the Company as to which the rights in question are being assigned;
        and provided further that any
        such assignee shall receive such assigned rights, subject to all the terms
        and
        conditions of this Agreement, including the provisions of this Section 12.
        The
        registration rights of the Investor under Section 3 are fully assignable
        to any
        Affiliate of such Holder or to any person who holds or is acquiring Registrable
        Securities in a permitted Transfer; provided, however,
        that the Company is given a written
        notice stating the name and address of the assignee and identifying the
        securities of the Company as to which the rights in question are being assigned;
        and provided further that any
        such assignee shall receive such assigned rights, subject to all the terms
        and
        conditions of this Agreement, including the provisions of this Section 12.
        The
        Right of Participation of the Investor under Section 4 hereof is fully
        assignable to the Investor’s Affiliates or to any person who holds or is
        acquiring Ordinary Shares immediately after the Closing in a Transfer which
        does
        not breach any express provision of this Agreement; provided, however
        that any such assignee shall receive such
        assigned rights, subject to all the terms and conditions of this Agreement,
        including the provisions of this Section 12. The rights of the Investor
        under Section 6 are assignable prior to a Qualified IPO to any Affiliate of
        the Investor or to any person who holds or is acquiring Shares in a Transfer
        which does not breach any express provision of this Agreement; provided, however,
        that the Company and the Founder are
        given a written notice stating the name and address of the assignee and
provided further that any such
        assignee shall receive such assigned rights, subject to all the terms and
        conditions of this Agreement, including the provisions of this Section
        12.


       


      
        	
                 


              	
                -14-


              


      

       

      

      



    
      12.2       Deed
        of
        Adherence. For any Transfer of Shares to be deemed
        effective, the transferee shall assume the obligations of the transferor
        under
        this Agreement by executing and delivering to the Company a Deed of Adherence
        substantially in the form attached hereto as Exhibit
        B. Upon the execution and delivery of a Deed of
        Adherence by any transferee, such transferee shall be deemed to be a
        Shareholder, hereunder, as appropriate.


      12.3        No
        restriction or encumbrance on Ordinary Shares. The
        Transfer and assignment of Ordinary Shares or any right of the Investor under
        this Agreement or any other Transaction Agreements shall not be subject to
        any
        Rights of First Refusal or Co-Sale Rights or other restrictions or encumbrances
        on Transfer or assignment.


      12.4       Amendment
        of Rights. A provision of this
        Agreement may only be amended and the observance thereof may only be waived
        (either generally or in a particular instance and either retroactively or
        prospectively) with the written consent of the Company, the Investor and
        the
        Founder. Any amendment or waiver effected in accordance with this Section
        12.4
        shall be binding upon each party hereto and their respective
        successors.


      
        	
                 


              	
                13.


              	
                PROTECTIVE
                  PROVISIONS.


              


      

      13.1       Acts
        of
        the Company (General). Notwithstanding anything to the
        contrary in this Agreement, any action (whether in a single transaction or
        a
        series of related transactions) that effects or approves any of the following
        transactions involving the Company or any of its Subsidiaries shall require
        approval of a majority of the Board of the Company:


      (a)          any
        guarantee or agreement by the Company or any of its Subsidiaries to
        indemnify any other person against any loss or liability of any person’s
        obligations, except for the furtherance of the commercial benefits of the
        Company; 


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


      (c)          any
        material change to the fundamental business character, plan or
        strategy of the Company or any of its Subsidiaries as now carried
        out;


      (d)          any
        investment in the securities or shares or other rights of any
        company;


      (e)          any
        purchase, lease, sale or other transaction by the Company or any of
        its Subsidiaries involving real property;


       


      
        	
                 


              	
                -15-


              


      

       

      

      



    
      (f)          any
        fee or monetary transaction or arrangement, including the acquisition
        or disposal of property or procurement of service, between the Company or
        any of
        its Subsidiaries and any of its shareholder or its Affiliate; 


      (g)          any
        change of the auditors of the Company and/or any of its Subsidiaries
        or any material change in the commencement date of the financial year of
        the
        Company or the relevant Subsidiary;


      (h)          any
        adoption, change or announcement of an employee share option plan of
        the Company; 


      (i)           any
        increase or decrease in the authorized number of the Ordinary Shares,
        allotment or issuance of any additional Ordinary Shares, amendment of the
        Company’s Restated Articles in a manner that adversely affects the rights of the
        holders of the Ordinary Shares; amendment of or change in the rights,
        preferences, privileges or powers of, or the restrictions provided for, the
        benefit of the holders of the Ordinary Shares;


      (j)           the
        authorization, creation or issuance of shares of any class of capital
        stock having preferences superior to or on a parity with the holders of the
        Ordinary Shares in liquidation, redemption, or dividend rights or other rights
        or privileges;


      (k)          any
        change in the authorized number, manner of election or term of the
        office of directors of the Company;


      (l)           the
        declaration or payment of any dividend or distribution of profits on
        any Shares ranking junior to the Ordinary Shares in liquidation, redemption,
        or
        dividend rights or privileges; or the redemption and repurchase of any Shares
        junior to the Ordinary Shares in liquidation, redemption, or dividend rights
        or
        privileges except for repurchases of Shares pursuant to a contractual right
        of
        repurchase upon termination of employment or service in a bona fide employment
        or service agreement;


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


      (n)          the
        sale, transfer (including a transfer by way of a spin-off, split-off
        or business separation) or disposition of the whole or a substantial part
        of the
        business, undertaking, goodwill, assets or intellectual property of the Company
        and/or any of its Subsidiaries, including the sale, transfer or other
        disposition of a subsidiary or the grant of an exclusive license to intellectual
        property;


      (o)          any
        resolution for the winding up, liquidation or dissolution of the
        Company and/or any of its Subsidiaries, application for the appointment of
        a
        receiver, manager or judicial manager or like officer or initiation of similar
        insolvency-related proceedings of which any of the Company or its Subsidiaries
        is the subject company;


       


      
        	
                 


              	
                -16-


              


      

       

      

      



    
      (p)         the
        creation of any mortgage, pledge, hypothecation, lien or charge
        (whether by way of fixed or floating charge, mortgage or other security)
        or
        other security interest on all or substantial part of the undertaking, assets,
        rights or properties (tangible or intangible) of the Company;


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


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


      13.2        Notwithstanding
        anything to the contrary in this Agreement, for as long
        as any Ordinary Share is outstanding, any alteration or amendment to the
        Restated Articles or any other charter documents of the Company or any of
        its
        Subsidiaries shall require the approval of the Investor.


      
        	
                 


              	
                14.


              	
                BOARD
                  MATTERS.


              


      

      14.1       Designation
        Right. The Board of the Company shall
        consist of not more than three (3) directors. The Investor shall be entitled
        to
        designate two (2) directors to the Board of the Company (each, an
“Investor Director” and
        collectively, the “Investor
        Directors”) and the Founder shall be entitled to
        designate one (1) director to the Board.


      14.2       Board
        Quorum; Meetings; Management, etc. The Company’s
        Restated Sections shall provide for a quorum (which shall exist at the time
        of
        the voting as well as the attendance of the Board meeting) of the Board for
        three (3) directors. Notices and agendas of the Board meetings as well as
        copies
        of all board papers shall be sent to all the relevant directors and to the
        Shareholders at least ten (10) Business Days prior to the relevant Board
        meeting, except for emergency Board meeting. The Company shall hold Board
        meetings at least once a quarter after Closing. Except for any contrary
        provision in the Transaction Agreements or the relevant laws, the Company
        shall
        be managed and controlled by the Board.


      14.3        Waiver.
        The Company acknowledges that the
        Investor will likely have, from time to time, information that may be of
        interest to the Company or its Subsidiaries (“Information”) regarding
        a wide variety of
        matters including (1) the Investor’s technologies, plans and services, and plans
        and strategies relating thereto, (2) current and future investments the Investor
        has made, may make, may consider or may become aware of with respect to other
        companies and other technologies, products and services, including technologies,
        products and services that may be competitive with those of the Company or
        any
        of its Subsidiaries, and (3) developments with respect to the technologies,
        products and services, and plans and strategies relating thereto, of other
        companies, including companies that may be competitive with the Company or
        any
        of its Subsidiaries. The Company recognizes that a portion of such Information
        may be of interest to the Company or any of its Subsidiaries. Such Information
        may or may not be known by the Investor Directors. The Company, as a material
        part of the consideration for this Agreement, agrees that the Investor Directors
        shall not have any duty to disclose any Information to the Company or any
        of its
        Subsidiaries, or permit the Company or any of its Subsidiaries to participate
        in
        any projects or 


       


      
        	
                 


              	
                -17-


              


      

       

      

      



    
      investments
        based on any Information, or otherwise to take advantage of
        any opportunity that may be of interest to the Company or any of its
        Subsidiaries if it were aware of such Information, and hereby waives, to
        the
        extent permitted by law, any claim based on the corporate opportunity doctrine
        or otherwise that could limit the Investor’s ability to pursue opportunities
        based on such Information or that would require the Investor, any
        representative, the Investor Directors to disclose any such Information to
        the
        Company or any of its Subsidiaries or offer any opportunity relating thereto
        to
        the Company or any of its Subsidiaries.


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


      14.5       Assignment
        and Termination. The rights of the
        Investor set forth in this Section 14 are fully assignable to any person
        who holds or is acquiring the Ordinary Shares in a Transfer which does not
        breach any express provision of this Agreement; provided, however,
        that the Company is given a written
        notice stating the name and address of the assignee and identifying the
        securities of the Company as to which the rights in question are being assigned;
        provided further, that the
        transferee executes and delivers a Deed of Adherence. The rights of the Investor
        in this Section 14 shall terminate upon completion of a Qualified
        IPO.


      
        	
                 


              	
                15.


              	
                CONFIDENTIALITY
                  AND NON-DISCLOSURE.


              


      

      15.1       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.


      15.2       Legally
        Compelled Disclosure. In the event that any Shareholder
        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 15.2, such
        Shareholder has the right to make such disclosure in its sole discretion
        and
        without giving prior written notice to any other party hereto.


      15.3        Other
        Exceptions. Notwithstanding any other
        provision of this Section 15, 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.


      
        	
                 


              	
                15.4


              	
                Press
                  Releases.


              


      

       


      
        	
                 


              	
                -18-


              


      

       

      

      



    
      (a)         The
        Founder 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
        Investor.


      (b)          The
        Investor 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.


      15.5        Other
        Information. The provisions of this Article
        15 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.


      
        	
                 


              	
                16.


              	
                Miscellaneous
                  Provisions.   


              


      

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


      16.2        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.


      16.3        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. This Agreement and the rights and
        obligations herein may be assigned by the Investor to any Affiliate of the
        Investor. None of the Founder or the Company may assign its rights or delegate
        its obligations under this Agreement without the written consent of the
        Investor.


      16.4       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.
        


      16.5        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
        C 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 via facsimile
        shall promptly confirm by telephone with the person to whom such communication
        was addressed regarding each communication made by it via facsimile pursuant
        to
        this Article 16., 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 


       


      
        	
                 


              	
                -19-


              


      

       

      

      



    
      additional
        addresses, for purposes of this Section 16.5 by giving the
        other party written notice of the new address in the manner set forth
        above.


      16.6       Amendments
        and Waivers. This Agreement may be
        amended only with the prior written consent of the Investor.


      16.7       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.


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


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


      16.10     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.


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


      16.12     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.


      16.13     Obligations
        of the Founder. Mr. Fan Hui Yang,
        jointly and severally, with the Founder, accepts all obligations of the Founder
        under this Agreement and shall procure the Founder to take all necessary
        actions
        to effect the covenants hereunder.


       


      
        	
                 


              	
                -20-


              


      

       

      

      



    
      16.14     Continuity
        of Other Restrictions. Any Shares not
        purchased by the Investor pursuant to its Right of First Refusal hereunder
        will
        continue to be subject to all other restrictions imposed upon such Shares
        hereunder and by law, including any restrictions imposed under the Restated
        Articles, or by agreement.


      16.15     Further
        Assurances. Each party hereto agrees to
        execute and deliver, by the proper exercise of its corporate, limited liability
        company, partnership or other powers, all such other and additional instruments
        and documents and do all such other acts and things as may be necessary to
        more
        fully effectuatethis Agreement.


      16.16     Conflict.
        In the event of any conflict between
        the terms of this Agreement and the Company’s Restated Articles, the terms of
        this Agreement shall control. In the event of any conflict between the terms
        of
        this Agreement and any other agreement to which a Shareholder is a party
        or by
        which such Shareholder is bound, the terms of this Agreement will control.
        In
        the event of any conflict between the Company’s books and records and this
        Agreement or any notice delivered hereunder, the Company’s books and records
        will control absent fraud or error.


      16.17     Attorney’s
        Fees. In the event that any suit or
        action is instituted to enforce any provision in this Agreement, the prevailing
        party in such dispute shall be entitled to recover from the losing party
        all
        fees, costs and expenses of enforcing any right of such prevailing party
        under
        or with respect to this Agreement, including without limitation, such reasonable
        fees and expenses of attorneys and accountants, which shall include, without
        limitation, all fees, costs and expenses of appeals.


      16.18     Telecopy
        Execution and Delivery. A facsimile,
        telecopy or other reproduction of this Agreement may be executed by one or
        more
        parties hereto and delivered by such party by facsimile or any similar
        electronic transmission device pursuant to which the signature of or on behalf
        of such party can be seen. Such execution and delivery shall be considered
        valid, binding and effective for all purposes. At the request of any party
        hereto, all parties hereto agree to execute and deliver an original of this
        Agreement as well as any facsimile, telecopy or other reproduction
        hereof.


      16.19       Share
        Split. All references to numbers of Shares in this
        Agreement shall be appropriately adjusted to reflect any share splits, share
        dividends, bonus issues, combinations, subdivisions, consolidations,
        recapitalizations and the like affecting the Ordinary Shares occurring after
        the
        date of this Agreement.


      [Signature
        Page Follows]


       


      
        	
                 


              	
                -21-


              


      

       

      

      



    
      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:
                  Wang Shuang


                Title:
  Director


                 


              	
                 


              
	
                Zhi
                  Sheng Limited 


                 


                By:
/s/
                  Fan Hui Yang


                Name:
                  Fan Hui Yang


                Title:
  Director


                 


                 


                 


              	
                 


              
	
                Ample
                  Spring Holdings Limited


                 


                By:
/s/
                  Fan Hui Yang


                Name:
                  Fan Hui Yang


                Title:
  Director


              	
                 


              


      

       


       


      Fan
        Hui Yang


       


      Signature:
/s/
        Fan Hui Yang


       


      [Signature
        Page of Shareholders Agreement]


       


       

      

      



    
      EXHIBITA


      TRANSFER
        NOTICE


      I/We,
        ____________, wish to transfer ____________ (indicate number and
        class and, if applicable, series of the shares in question) shares of Ample
        Spring Holdings Limited (the “Company”) (the
“Shares”) pursuant to a (please check one): sale
        (  )
        other (  ) (please describe)                                           
                                       
                                                                                                                                                               .


      I
        propose to transfer Shares to the following entities and
        individuals:


      
        	
                1.           Proposed
                  Transferee #1
[Address]
[Phone
                  Number]


              	
                [amount,
                  type and price of shares]


              
	
                2.           Proposed
                  Transferee #2
[Address]
[Phone
                  Number]


              	
                [amount,
                  type and price of shares]


              
	
                3.           Proposed
                  Transferee #3
[Address]
[Phone
                  Number]


              	
                [amount,
                  type and price of shares]


              


      

      The
        cash consideration for Shares totals $________. The fair market value
        of the non-cash consideration for Shares, if any, as of the date of this
        Notice
        totals $________. 


      
        	
                 


              	
                The
                  non-cash consideration, if any, consists of (please describe in
                  reasonable detail):

                ___________________________________________________________

                ___________________________________________________________

              


      

      .


      Pursuant
        to the Shareholders Agreement, dated ______________, 2007, I/We
        write to inform you of your Right of First Refusal and your Right of Co-Sale
        with respect to Shares. If you choose to do so, you may exercise one (but
        not
        both) of these rights with respect to Shares by returning this Notice to
        me/us,
        at the address below, with a copy to the Company. If you decline your right
        to
        do so, you need not return anything.


      
        	
                 


              	
                I/We
                  exercise my Right of First Refusal


              	
                 ̈


              	
                
                


              


      

      
        	
                 


              	
                I/We
                  exercise my Right of Co-Sale


              	
                 ̈


              	
                
                


              


      

      I/We
        wish to (circle one, not both) buy/sell ________ shares of ________
        the Company.


      I/WE
        MUST RECEIVE YOUR NOTICE BY 30 DAYS
        AFTER NOTICE IF YOU INTEND TO EXERCISE
        YOUR RIGHT OF FIRST REFUSAL OR IF YOU INTEND TO EXERCISE YOUR RIGHT OF CO-SALE.
        THERE IS NO EXTENSION OF THIS DEADLINE.


      [Founder’s
        Address and Name]


      [Company’s
        Address and Contact]


       

      

      



    
      EXHIBIT
        B


      DEED
        OF ADHERENCE


      This
        Deed of Adherence (this “Deed of
        Adherence”) is executed as a deed by the
        undersigned (the “New
        Shareholder”) pursuant to the terms of that certain
        Shareholders Agreement dated April ____, 2007 (the “Agreement”) by and
        among Ample Spring
        Holdings Limited, a company incorporated under the laws of the British Virgin
        Islands (the “Company”)
        and certain of its shareholders, and in consideration of the Shares (as defined
        below) subscribed for, pledged to, transferred to or issued to the New
        Shareholder and other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged. Capitalized terms used but
        not
        defined herein shall have the respective meanings ascribed to such terms
        in the
        Agreement. 


      NOW
        THIS DEED WITNESSES as follows:


       


      1.            Acknowledgement.  
The
        New Shareholder
        acknowledges that Transferee is acquiring [number] [Preferred/Common] shares
        of
        the Company (the “Shares”), subject
        to the terms and conditions of the Agreement.


      2.            Agreement.  
Immediately
        upon transfer
        or issuance of the Shares, the New Shareholder (i) agrees that the Shares
        acquired by New Shareholder shall be bound by and subject to the terms of
        the
        Agreement applicable to the Founder (as defined in the Agreement), and (ii)
        hereby adopts the Agreement with the same force and effect as if the New
        Shareholder were originally the Founder.


      3.            Notice.  
Any
        notice required or permitted by the Agreement shall be given to the New
        Shareholder at the address listed beside the New Shareholder’s signature
        below.


      4.            Governing
        Law.   This Deed of Adherence
        is governed by, and shall be construed in all respects in accordance with,
        Hong
        Kong law.


      IN
        WITNESS whereof the Transferee has executed this Deed of Adherence on
        ________, 20__.


       

      

      



    
      If
        the Transferee is an individual


       


      
        	
                 


              	
                SIGNED,
                  SEALED AND DELIVERED


              	
                )


              


      

      
        	
                 


              	
                by
                  [Name of the Individual]


              	
                )


              


      

      
        	
                 


              	
                in
                  the presence of:


              	
                )


              


      

      
        	
                 


              	
                Address:............................................
                   


              	
                )


              


      

      
        	
                 


              	
                Fax:


              	
                )


              


      

       


      OR


       


      If
        the Transferee is a company


       


      
        	
                 


              	
                SIGNED,
                  SEALED AND DELIVERED


              	
                )


              


      

      
        	
                 


              	
                by
                  [Name of the Company]


              	
                )


              


      

      
        	
                 


              	
                and
                  SIGNED by:


              	
                )


              


      

      
        	
                 


              	
                in
                  the presence of:


              	
                )


              


      

      
        	
                 


              	
                Address:............................................ 


              	
                )


              


      

      
        	
                 


              	
                Fax:


              	
                )


              


      

       

      

      



    
      Exhibit
        C


      Notice
        Addresses


       


      
        	
                To
                  the Investor:


              	
                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
                  Mr. Fan Hui Yang and the
Founder:


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


              
	
                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