Exhibit 4.30


 





 



 


Shareholders Agreement


 


by and among


 


Beijing Baidu Network Information Technology
Co., Ltd.,


 


Guangdong Zhongke
Baiyun New Industry Venture Investment Co., Ltd.,


 


Dongguan Zhongke Zhongguang Venture
Investment Co., Ltd.,


 


Shenzhen Qianhai VisionChina Mobile
Interactive Co., Ltd.,


 


VisionChina Media Group Co., Ltd.,


 


Shenzhen High Definition Digital Television
Industry Investment Co., Ltd., 


 


Shenzhen Champ Elysee Venture Capital
Management Co., Ltd.,


 


and


 


Li Limin


 


Relating to


 


Shenzhen Qianhai VisionChina Mobile
Interactive Co., Ltd.


 


Dated May 20, 2015


 





 






 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Preamble	 	2
	Chapter I Definitions	3
	Article
    1.1	Definitions	3
	Article
    1.2	Other Provisions Related to the Definitions	5
	Chapter II General Information of the Company	6
	Article
    2.1	Company Name	6
	Article
    2.2	Registered Address	6
	Article
    2.3	Type of Company	6
	Article
    2.4	Business Scope	6
	Article
    2.5	Compliance with Law	6
	Chapter III Registered Capital	7
	Article
    3.1	Registered Capital	7
	Article
    3.2	Contributions of the Parties	7
	Chapter IV Representations and Warranties	8
	Article
    4.1	Existence, Authority and Enforceability	8
	Article
    4.2	No Conflict	8
	Article
    4.3	Consents	9
	Article
    4.4	Non-compete	9
	Chapter V Restrictions and Rights with Respect to Equity Transfer	9
	Article
    5.1	Restrictions on Equity Transfer	9
	Article
    5.2	Right of First Refusal	10
	Article
    5.3	Right of Co-Sale	10
	Article
    5.4	Assumption by the Transferee of the Rights and
    Obligations of the Transferring Shareholder	11
	Chapter VI Preemptive Right	11
	Article
    6.1	Preemptive Right of the Investors	11
	Article
    6.2	Preemptive Right Notice	11
	Article
    6.3	Additional Subscription	12
	Article
    6.4	Special Agreement on the Preemptive Right	12
	Chapter VII Other Shareholder Rights and Covenants Relative to the Investors	12
	Article
    7.1	Anti-dilution	12
	Article
    7.2	Equity Interest Adjustment Arrangement	13
	Article
    7.3	Other Rights of the Investors	17
	Chapter VIII Shareholders’ Meeting	18
	 	 



 



    i


     


    

 


	Article 8.1	Shareholders’ Meetings	18
	Article 8.2	Voting at the Shareholders’ Meeting	19
	Chapter IX Board, Supervisor and General Manager	19
	Article 9.1	Composition of the Board	19
	Article 9.2	Board Meetings	20
	Article 9.3	General Manager	23
	Article 9.4	Supervisor	23
	Chapter X Profit Distribution	24
	Article 10.1	Funds	24
	Article 10.2	Dividend	24
	Chapter XI Financial System	24
	Article 11.1	Financial Director	24
	Article 11.2	Basic Financial System	24
	Article 11.3	Taxation	25
	Chapter XII Information Rights	25
	Article 12.1	Information Rights	25
	Article 12.2	Right of Suggestion	26
	Chapter XIII Labour Management	26
	Article 13.1	Labour Contract	26
	Article 13.2	Labour System	26
	Chapter XIV Duration of the Company	27
	Chapter XV Effectiveness and Term of Validity	27
	Article 15.1	Effectiveness	27
	Article 15.2	Term of Validity	27
	Chapter XVI Dissolution and Liquidation	27
	Article 16.1	Reasons for Dissolution of the Company	27
	Article 16.2	Liquidation	28
	Article 16.3	Merger and Sale of the Company	29
	Chapter XVII Breach of Contract and Penalty on Breach of Contract	29
	Article 17.1	Breach of Contract and Early Termination	29
	Article 17.2	Indemnification for Breach of Contract	30
	Chapter XVIII Termination	30
	Article 18.1	Termination	30
	Article 18.2	Effect of Termination	31
	Chapter XIX Confidentiality	31
	Article 19.1	Confidential Information	31
	Article 19.2	Duty of Confidentiality	31



 



    ii


     


    

 


	Article 19.3	Exempted Disclosure	31
	Article 19.4	Term of Confidentiality	32
	Chapter XX Governing Law and Dispute Resolution	32
	Article 20.1	Governing Law	32
	Article 20.2	Dispute Resolution	32
	Chapter XXI General Provisions	33
	Article 21.1	Compliance with the Capital Increase Agreement	33
	Article 21.2	Joint and Several Liability of the Guarantors	33
	Article 21.3	Notice	33
	Article 21.4	Assignment and Succession	34
	Article 21.5	Severability	35
	Article 21.6	Entire Agreement	35
	Article 21.7	Waiver	35
	Article 21.8	Amendment	35
	Article 21.9	Language	35
	Article 21.10	Copy	35
	Article 21.11	Further Assurances	35
	Article 21.12	Conflict	36
	Article 21.13	Lawful Performance	36


 


SCHEDULES


 


	Schedule I	List of Existing Competitors of the Company
	 	 
	Schedule II	List of Cities


 




    iii


     


    

 


This SHAREHOLDERS AGREEMENT (this “Agreement”),
dated as of May 20, 2015 (the “Execution Date”), is made in Shenzhen, PRC by and among the following parties:


 


		A.	Shenzhen Qianhai VisionChina
                                         Mobile Interactive Co., Ltd. (the “Company”), a limited liability
                                         company incorporated under the laws of the PRC, with its registered address at Suite
                                         201, Block A, 1 Qianhai Bay 1st Road, Shenzhen-Hong Kong Cooperation Zone,
                                         Shenzhen (residing at the office of Shenzhen City Qianhai Business Secretaries Co., Ltd.
                                         (深圳市前海商务秘书有限公司));



 


		B.	Beijing Baidu Network Information
                                         Technology Co., Ltd. (北京百度网讯科技有限公司)
                                         (“Baidu”),
                                         a limited liability company incorporated under the laws of the PRC, with its registered
                                         address at 2/F Baidu Building, 10 Shangdi 10th Street, Haidian District, Beijing;



 


		C.	Guangdong Zhongke Baiyun New
                                         Industry Venture Investment Co., Ltd. (“Zhongke Baiyun”), a limited
                                         liability company incorporated under the laws of the PRC, with its registered address
                                         at Rooms 505-2, Yuanxi Building No 1, Guangdong Pharmaceutical University, 280 Waihuan
                                         Dong Road, Xiaoguwei Street, Panyu District, Guangzhou;



 


		D.	Dongguan Zhongke Zhongguang
                                         Venture Investment Co., Ltd. (“Zhongke Dongguan”, together with
                                         “Zhongke Baiyun”, “Zhongguang Investment”; together
                                         with Baidu and Zhongke Baiyun, the “Investors”), a limited liability
                                         company incorporated under the laws of the PRC, with its registered address at Suite
                                         02, 17/F, Hongfa Building, 6 Huizhanbei Road, Nancheng District, Dongguan;



 


		E.	VisionChina Media Group Co.,
                                         Ltd. (“VisionChina Media”), a limited liability company incorporated
                                         under the laws of the PRC, with its registered address at 1/F #7, Champs Elysees, Nongyuan
                                         Road, Futian District, Shenzhen; 8/F Futian Culture & Sports Industry Headquarters
                                         Place, 3030 Fuqiang Road, Futian District, Shenzhen;



 


		F.	Shenzhen High Definition Digital
                                         Television Industry Investment Co., Ltd. (深圳市高清数字电视产业投资有限公司)
                                         (“Shenzhen HD”, together with VisionChina Media, the “Controlling
                                         Shareholders”), a limited liability company incorporated under the laws of
                                         the PRC, with its registered address at Room 202A, #6, Champs Elysees, Nongyuan Road,
                                         Futian District, Shenzhen;



 


		G.	Shenzhen Champ Elysee Venture
                                         Capital Management Co., Ltd. (“Shenzhen ChampsElysee”, together
                                         with VisionChina Media and Shenzhen HD, the “Existing Shareholders”,
                                         each an “Existing Shareholder”), with its registered address at Room
                                         102A, #6, Champs Elysees, Nongyuan Road, Futian District, Shenzhen;



 


		H.	Li Limin, a PRC citizen,
                                         with his ID number 440301196101030818
                                         (together with the Existing Shareholders, the “Guarantors”, each a
                                         “Guarantor”).



 


The Company, the Investors, the Existing Shareholders and Li
Limin are hereinafter referred to individually as a “Party” and collectively as the “Parties”.


 




    1


     


    

 


Preamble


 


WHEREAS, the Company
is a limited liability company organized and existing under the laws of the PRC.


 


		(a)	Whereas, the Investors intend to invest
                                         up to sixty-nine million two hundred twenty-five thousand Renminbi (RMB 69,225,000) to
                                         subscribe for the Company’s newly increased registered capital, i.e., seven million
                                         nine hundred six thousand five hundred sixty-two Renminbi (RMB 7,906,562), with the newly
                                         increased registered capital subscribed by each Investor and the corresponding subscription
                                         price being stated in the table below (this “Capital Increase”); for
                                         the avoidance of doubt, in the event that the subscription price paid by the Investors
                                         to the Company for this Capital Increase does not reach sixty-nine million two hundred
                                         twenty-five thousand Renminbi (RMB 69,225,000) for any reason attributable to the Company,
                                         the Company’s newly increased registered capital subscribed by the Investors remains
                                         seven million nine hundred six thousand five hundred sixty-two Renminbi (RMB 7,906,562):



 


	Name of Investor	 	Increased Capital
 (in '0000 RMB)	 	 	Maximum Capital Increase

 Subscription Price
 (in '0000 RMB)	 
	Baidu	 	 	405.3459	 	 	 	2,397.5	 
	Zhongke Baiyun	 	 	289.5328	 	 	 	3,400	 
	Zhongke Dongguan	 	 	95.7775	 	 	 	1,125	 
	Total	 	 	790.6562	 	 	 	6,922.5	 



 


As a result of this
Capital Increase, the Company’s registered capital shall amount to fifty-seven million nine hundred six thousand five hundred
sixty-two Renminbi (RMB 57,906,562) and the Company’s shareholding structure is shown in the table below:


 


	Name of Shareholder	 	Paid-up Capital

Contribution
 (in '0000 RMB)	 	 	Shareholding Percentage	 
	VisionChina Media	 	 	2,550	 	 	 	44.037	%
	Shenzhen HD	 	 	1,450	 	 	 	25.04	%
	Shenzhen ChampsElysee	 	 	1,000	 	 	 	17.269	%
	Baidu	 	 	405.3459	 	 	 	7.0	%
	Zhongke Baiyun	 	 	289.5328	 	 	 	5.0	%
	Zhongke Dongguan	 	 	95.7775	 	 	 	1.654	%
	Total	 	 	5,790.6562	 	 	 	100	%



 






    2


     


    

 


NOW, THEREFORE, in accordance
with the Company Law of the People’s Republic of China and other relevant Laws and Regulations of the People’s
Republic of China, and based on the principles of equality and mutual benefits, the Company, the Investors, the Existing Shareholders
and Li Limin, through friendly negotiations, hereby agree to enter into this Agreement on the joint investment in and operation
of the Company by the Investors and the Existing Shareholders.


 


Chapter I


 


Definitions


 


Article
1.1        Definitions.


 


For purposes of this
Agreement, in addition to the terms defined in the body text of this Agreement, the following terms shall have the meanings specified
as follows. The other capitalized terms shall have the same meaning ascribed to such terms under the Capital Increase Agreement.


 


“Baidu Competitors”
means Shenzhen Tencent Computer Systems Co., Ltd. (深圳市腾讯计算机系统有限公司),
Alibaba Group (阿里巴巴集团),
Beijing Qihoo Technology Co., Ltd. (北京奇虎科技有限公司)
and their Affiliates.


 


“M&A Event”
means any of the following events: (i) sale, transfer or other disposal of all or substantially all of the Company’s assets
in a transaction or a series of transactions, or (ii) any merger, reorganization, acquisition or business combination between
the Company and any other entity(ies) which would result in the then shareholders of the Company ceasing to hold more than 51%
of voting rights.


 


“Qualified
IPO” means the public offering and listing on the China’s domestic A-Shares market, the initial public offering
and listing on National Association of Securities Dealers Automated Quotations (NASDAQ) or the initial public offering and listing
on New York Stock Exchange.


 


“Affiliate”
includes Affiliated Company and Affiliated Person. Under any of the following circumstances, any entity shall be deemed to be
an Affiliated Company or Affiliated Person of a Party to this Agreement: (i) such entity directly or indirectly Controls, or is
Controlled by, or is under common Control with, such Party; or (ii) thirty percent (30%) or more of the registered capital, voting
rights, equity interest or decision-making rights of such entity is directly or indirectly held by such Party and vice versa;
or (iii) such Party directs, influences or defines the orientations of such entity’s decision, development, management and
policies, whether by contract, through its seats at the board or otherwise, and vice versa; or (iv) an Affiliated Person
of such Party serves as director, partner, shareholder or officer of such entity; “Affiliated Person” means a close
family member of an individual and includes such individual’s parents, spouse, siblings, spouses of his/her siblings, adult
children and spouses of his/her adult children.


 




    3


     


    

 


“Control”,
with respect to the relationship between or among two or more Persons, means the possession of the rights to direct, or cause
the direction of, the business, affairs, management and decisions of a Person, directly or indirectly, or as a trustee or
executor, whether through the ownership of equity interest, voting rights or voting securities, as a trustee or executor, or
by contract, scheme of arrangement, trust arrangement or otherwise.


 


“Business Day”
means a day on which banks are open for business to the public in the PRC, excluding Saturday, Sunday and statutory holidays.


 


“Laws and Regulations”
means any law, statute, regulation, rule, detailed rules, ordinance, decree or normative documents of the PRC or other applicable
jurisdiction.


 


“Person”
means any individual, partnership, corporation, limited liability company, joint-stock company, association, trust, cooperative
organization, unincorporated organization or other lawful entities.


 


“Material Adverse
Effect” means any of the following circumstances, changes or effects involving the Business or the Company: such circumstance,
change or effect (i) has or may be sufficiently proven to have a material adverse effect on the existence, Business, assets, IPs,
Liabilities (including but not limited to contingent liabilities), business performance or financial condition of the Company,
which would result in a loss of the Company and/or the Company’s assets exceeding 15% of its net assets value, or the Company’s
net profits for the current year being lower than the total net profits as forecasted by the Guarantors for the current year by
15%; or (ii) has or may be sufficiently proven to have a material adverse effect on the qualifications, licenses or capabilities
required for the Company to conduct the Business as currently conducted.


 


“Capital Increase
Agreement” means the Capital Increase Agreement dated May 20, 2015 by and among the Company, the Investors and the Guarantors.


 


“Transaction
Documents” means this Agreement, the Capital Increase Agreement, the Company’s Articles of Association and any
other legal documents related to this Capital Increase as contemplated hereunder.


 


“Required Actions”,
with respect to any given result, means all actions required or reasonably necessary to secure such result (to the extent such
actions are permitted under applicable Laws and Regulations), which shall include, without limitation, (i) to vote in favour of,
or provide a written consent or authorization with respect to the equity interest of the Company; (ii) to procure the adoption
of shareholders’ resolutions and board resolutions and to make the corresponding amendments to the Constitutional Documents;
(iii) to execute all necessary agreements, forms and instruments; and (iv) to conduct or cause to be conducted any and all approvals,
registrations, filing, notifications or similar actions before any Government Authority which are required to secure such result.


 


“Financial
Report” means the balance sheet, statements of income and cash flows and other financial documents of the Company (whether
audited or unaudited, or yearly, quarterly or monthly), together with all related notes and schedules thereto.


 


“De Facto
Controller” means Li Limin.


 





“Shareholder”
means a shareholder who holds or controls the registered capital and equity interest of the Company.


 






    4


     


    

 


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


 


“Senior Officers”
means the Company’s President, Vice President(s), Chief Technology Officer, Deputy Chief Technology Officer(s), General
Manager, Deputy General Manager(s), Chief Financial Officer, Deputy Chief Financial Officer(s) and other persons recognized by
the Board as Senior Officers.


 


“Business Plans”
means the business plans prepared by the Company for the current fiscal year and each of the following fiscal years, which shall
be approved or updated by the Board on a yearly basis (including budgets, investment policies and limitations).


 


“Constitutional
Documents” means the articles of association, by-laws, partnership agreement, limited liability company agreement, trust
agreement or other constitutional documents of any Person.


 


“PRC”
means the People’s Republic of China which, for the purpose of this Agreement only, shall exclude Hong Kong Special Administrative
Region, Macao Special Administrative Region and Taiwan.


 


“RMB”
means Renminbi, the lawful currency of the PRC.


 


Article
1.2        Other Provisions Related to the Definitions.


 


		(a)	any reference in this Agreement to
                                         an Article, Chapter, preamble, recital, Exhibit or Schedule is a reference to an Article,
                                         Chapter, preamble or recital of, or an Exhibit or Schedule to, this Agreement, unless
                                         otherwise indicated; and such Articles, Chapters, preamble, recital, Exhibits and Schedules
                                         shall be deemed part of this Agreement;



 


		(b)	the provision of a Table of Contents
                                         and the insertion of headings herein are for convenience of reference only and shall
                                         in no way affect the meaning or interpretation of this Agreement;



 


		(c)	the word “include” or any
                                         variation thereof shall be deemed immediately followed by “without limitation”
                                         or “but not limited to”;



 


		(d)	any definition of or any reference
                                         to any Laws and Regulations herein or in any other agreement or document referred to
                                         herein, shall mean such Laws and Regulations as amended, modified or supplemented from
                                         time to time, including any subsequent Laws and Regulations in lieu thereof;



 


		(e)	words such as “hereof,”
                                         “herein”, “hereunder” and the like refer to this Agreement as
                                         a whole and not merely to a provision of this Agreement;



 


		(f)	any equity interest of the Company
                                         acquired by any shareholder after the Execution Date of this Agreement shall be deemed
                                         to be an “Equity Interest of the Company”;



 


		(g)	any reference to a Person shall also
                                         include its permitted successors or assigns;



 





		(h)	with respect to any reference herein
                                         to any liability or obligation of the Company, the Guarantors shall assume joint and
                                         several liability for the Company’s obligations vis-à-vis the Investors;
                                         no Investors shall have joint and several liability among themselves for their obligations.



 






    5


     


    

 


Chapter II


 


General Information
of the Company


 


Article
2.1        Company Name.


 


Shenzhen Qianhai VisionChina
Mobile Interactive Co., Ltd.


 


Article
2.2        Registered Address.


 


Suite 201, Block A,
1 Qianhai Bay 1st Road, Shenzhen-Hong Kong Cooperation Zone, Shenzhen (residing at the office of Shenzhen City Qianhai
Business Secretaries Co., Ltd. (深圳市前海商务秘书有限公司)).


 


Article
2.3        Type of Company.


 


The Company is a limited
liability company incorporated under the Company Law of the People’s Republic of China.


 


Article
2.4        Business Scope.


 


Design, technical development,
technical consulting and sale of computer software and hardware, television apparatus and wireless devices (excluding those commodities
subject to exclusive operation licenses, special control or exclusive sale licenses (专营、专控、专卖商品)
and restricted items); development and application of information network and network terminal products; information network engineering
services; database and computer network services; information service business in Group II Value-Added Telecom Services (excluding
fixed network telephone information services and internet information services); publication and operation of online games (subject
to an effective internet publication license); import-export of commodities and technologies; design, preparation and publication
of, and agency business related to, all kinds of advertisements in China (excluding those items subject to national special control);
cultural exchanges (excluding restricted items); artistic design and computer animation design; cultural and economic information
consulting and commercial consulting (excluding restricted items).


 


Article
2.5        Compliance with Law


 


All activities of the
Company and all acts conducted by the Parties pursuant to this Agreement shall be subject to and protected by the Chinese Laws
and Regulations, this Agreement and the Company’s Articles of Association.


 






    6


     


    

 


Chapter III


 


Registered
Capital


 


Article
3.1        Registered Capital.


 





Prior to the consummation
of this Capital Increase, the registered capital of the Company is fifty million Renminbi (RMB 50,000,000); upon consummation
of this Capital Increase, the registered capital of the Company shall be fifty-seven million nine hundred six thousand five hundred
sixty-two Renminbi (RMB 57,906,562).


 


Article
3.2        Contributions of the Parties.


 


The Investors agree
to subscribe for the Company’s newly increased registered capital, i.e., seven million nine hundred six thousand five hundred
sixty-two Renminbi (RMB 7,906,562) (the “Increased Capital”), at a price of sixty-nine million two hundred
twenty-five thousand Renminbi (RMB 69,225,000) (the “Capital Increase Subscription Price”) as contemplated
by the Capital Increase Agreement. The Investors shall pay the Capital Increase Subscription Price to the Company’s account
in accordance with the Capital Increase Agreement. Any excess of the Capital Increase Subscription Price paid by the Investors
over the Increased Capital shall be entered into the capital common reserve fund of the Company.


 


Prior to the consummation
of this Capital Increase, the capital contributions subscribed by the Existing Shareholders and their shareholding percentages
are as follows:


 


	Name of Shareholder	 	Paid-up Capital

 Contribution (in '0000

 RMB)	 	 	Shareholding Percentage	 
	VisionChina Media	 	 	2,550	 	 	 	51	%
	Shenzhen HD	 	 	1,450	 	 	 	29	%
	Shenzhen ChampsElysee	 	 	1,000	 	 	 	20	%
	Total	 	 	5,000	 	 	 	100	%



 


Upon consummation of
this Capital Increase, the capital contributions subscribed by the Parties and their shareholding percentages are as follows:


 




    7


     


    

  


	Name of Shareholder	 	Paid-up Capital

 Contribution (in '0000

 RMB)	 	 	Shareholding Percentage	 
	VisionChina Media	 	 	2,550	 	 	 	44.037	%
	Shenzhen HD	 	 	1,450	 	 	 	25.04	%
	Shenzhen ChampsElysee	 	 	1,000	 	 	 	17.269	%
	Baidu	 	 	405.3459	 	 	 	7.0	%
	Zhongke Baiyun	 	 	289.5328	 	 	 	5.0	%
	Zhongke Dongguan	 	 	95.7775	 	 	 	1.654	%
	Total	 	 	5,790.6562	 	 	 	100	%



 


Chapter IV


 


Representations and
Warranties


 


Each Party hereby represents
and warrants to each of the other Parties that, as of the date on which such Party executes this Agreement:


 


Article
4.1        Existence, Authority and Enforceability.


 


Such Party is, with
respect to a legal Person only, a limited liability company incorporated and validly existing under the laws of the PRC, and with
respect to an individual only, a PRC citizen having the capacity for civil rights and full capacity for civil conduct. Such Party
has full rights and capacity to execute and perform this Agreement, and to consummate the transactions contemplated hereby. The
execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated
hereby have been duly authorized by all requisite actions on the part of such Party. This Agreement, upon execution by such Party,
will constitute legal, valid and binding obligations of such Party enforceable against him in accordance with its terms, except
as limited by applicable bankruptcy laws affecting creditors’ rights generally and similar laws, or by the general principle
of fairness.


 


Article
4.2        No Conflict.


 


The execution of this
Agreement by such Party and the performance by such Party of his obligations hereunder will not: (a) result in any breach of any
provisions of the Constitutional Documents of such Party (with respect to a legal Person only); (b) result in any breach of, constitute
a default under, require any consent or authorization under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Company’s equity interest
or assets pursuant to, any agreement, contract, license, permit, approval, undertaking or other binding instrument or arrangement
to which such Party is a party or by which any of its business, assets or properties are bound; or (c) result in any violation
of any Laws and Regulations or Government Order applicable to such Party.


 




    8


     


    

 


Article
4.3        Consents


 


The execution of this
Agreement by such Party does not require such Party to make, or obtain from any Government Authority or third parties, any consent,
waiver, approval, authorization, exemption, registration, license or declaration, except for those consents and authorizations
that have been obtained and the registrations which are required to be made with industrial and commercial administrative authorities.


 


Article
4.4        Non-compete


 


The Guarantors undertake
to the Investors that: the Senior Officers and Key Employees of the Company shall work with the Company on a full-time basis and
shall devote most of their time, energy, skills and efforts to the development of the Business of the Company; for as long as
they are directors or employees of the Company, and for a period of two (2) years following the date on which they cease to be
directors or employees of the Company, the Senior Officers and Key Employees of the Company shall not conduct any business that
competes with that of the Company or its Affiliated Companies, nor shall they serve as directors, senior officers, employees,
partners, investors, shareholders, agents or hold other posts with any entity engaged in a business that competes with said business.


 


The Guarantors hereby
undertake to the Company and the Investors that the Senior Officers and Key Employees of the Company will not, directly or indirectly,
solicit or inappropriately employ any employee or officer of the Company or its Affiliated Companies; or disclose to any person,
or use for any purposes, any confidential information related to the Investors or the Company.


 


The Guarantors hereby
undertake to the Company and the Investors that, upon the consummation of this investment, they shall not, and shall cause their
shareholders, directors, subsidiaries and other Affiliates (other than the Company) not to, directly or indirectly, carry out
any business that competes with that currently conducted by the Company in any manner, except with a prior written consent by
the Investors or unless it is operated in tandem with the Investors.


 


Chapter V


 


Restrictions and Rights
with Respect to Equity Transfer


 


Article
5.1        Restrictions on Equity Transfer.


 


		(a)	Without the prior written consent of
                                         the Investors, the Existing Shareholders shall not transfer or dispose of their equity
                                         interest in the Company in any manner, including but not limited to direct or indirect
                                         transfer of any part of the equity interest they hold in the Company, or creation of
                                         pledge on such equity interest.



 


		(b)	Unless there are prohibitory or restrictive
                                         provisions under the Laws and Regulations or otherwise provided elsewhere hereunder,
                                         the disposal by the Investors of their equity interest in the Company shall not be subject
                                         to any restrictions provided, however, that the Existing Shareholders shall be entitled
                                         to exercise their statutory right of first refusal pursuant to the Company Law.



 




    9


     


    

 


		(c)	Notwithstanding the foregoing, no shareholder shall directly
or indirectly transfer the equity interest it holds in the Company to any competitor of the Company.        
A list of the existing competitors of the Company is attached hereto as Schedule I; any addition of new competitors or adjustments
by the Company to such list may be made only upon proposal by the Company or its directors and a unanimous consent of the directors
at a Board meeting.



 


Article
5.2        Right of First Refusal.


 


		(a)	Subject to Article 5.1, in case of
                                         transfer by an Existing Shareholder of its equity interest in the Company to a third
                                         party, the Investors shall have a right of first refusal on a pro rata basis on the same
                                         terms and conditions offered to such third party.



 


		(b)	In the event that any Existing Shareholder (a “Transferring
Shareholder”) contemplates to transfer or sell all or a portion of the equity interest it directly or indirectly holds
in the Company to any Person (the “Proposed Transferee”), it shall immediately give the Investors (the “Non-Transferring
Shareholders”) a written notice truthfully setting forth the amount of the equity interest proposed to be transferred,
the price and other major conditions. The Non-Transferring Shareholders shall have a right of first refusal to purchase the equity
interest of the Company proposed to be transferred by the Transferring Shareholder on the same terms and conditions offered by
the Proposed Transferee to the Transferring Shareholder, or offered by the Transferring Shareholder to the Proposed Transferee,
provided, however, that the Non-Transferring Shareholders shall inform the Transferring Shareholder in writing whether they will
exercise such right of first refusal within twenty (20) Business Days following their receipt of the written notice from the Transferring
Shareholder. If any Non-Transferring Shareholder fails to make a written reply to the Transferring Shareholder within twenty (20)
Business Days following its receipt of the written notice from the Transferring Shareholder, it shall be deemed to have waived
the right of first refusal conferred on it under this Article.



 


Article
5.3        Right of Co-Sale.


 


To the extent that an
Investor decides not to exercise or to waive its right of first refusal set forth under Article 5.2 (a), then it shall have the
right (but not the obligation) to sell all or a portion of its equity interest (which shall be the same proportion as for the
Transferring Shareholder) to the Proposed Transferee on the terms and conditions agreed upon by the Transferring Shareholder and
the Proposed Transferee with respect to the proposed equity transfer. If the Proposed Transferee refuses to purchase the equity
interest of the Investor on the terms and conditions as agreed above, the Transferring Shareholder shall not transfer its equity
interest to such Proposed Transferee, provided, however, that the Investor shall inform the Transferring Shareholder in writing
whether it will exercise such right of co-sale within twenty (20) Business Days following their receipt of the written notice
from the Transferring Shareholder. If the Investor fails to make a written reply to the Transferring Shareholder within twenty
(20) Business Days following its receipt of the written notice from the Transferring Shareholder, it shall be deemed to have waived
the right of co-sale contemplated under this Article.


 




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Article
5.4        Assumption by the Transferee of the Rights and Obligations of the Transferring Shareholder


 


Where a Transferring
Shareholder transfers the equity interest it holds in the Company in accordance with the conditions and procedures provided hereunder,
it shall ensure that:


 


		(a)	the Person to which such equity interest
                                         will be transferred will execute all necessary documents so that such transferee shall
                                         enjoy such rights or assume such obligations as originally enjoyed or assumed by the
                                         Transferring Shareholder under this Agreement and the Company’s Articles of Association,
                                         and be bound by the terms of this Agreement and the Company’s Articles of Association
                                         as amended by the Parties from time to time;



 


		(b)	there will be no Material Adverse Effect on the production
and operation activities of the Company as a result of the equity transfer.



 


Chapter VI


 


Preemptive Right


 


Article
6.1        Preemptive Right of the Investors.


 


		(a)	In the event that the Company increases
                                         its registered capital or issues new shares, the Investors shall have a preemptive right
                                         to subscribe for all of the newly increased registered capital or newly issued shares
                                         of the Company, or a priority to invest in the financing of the Company (the “Preemptive
                                         Right”). The price, terms and conditions based on which the Investors will
                                         subscribe for the newly increased registered capital of the Company or make such investment
                                         shall be substantially the same as those for other prospective investors or subscribers.
                                         If several Investors intend to exercise their Preemptive Right, each Investor may exercise
                                         its Preemptive Right in proportion to its then equity interest in the Company compared
                                         to the then total equity interest held in the Company by all Investors who intend to
                                         exercise the Preemptive Right.



 


		(b)	The Preemptive Right shall not apply
                                         to the following equity interest or shares issued by the Company: (i) any equity interest
                                         or shares issued pursuant to any employee option plan approved by the Board; (ii) any
                                         shares issued upon the Company’s Qualified IPO; or (iii) any equity interest or
                                         shares relating to share split, dividend payment or similar transactions.



 


Article
6.2        Preemptive Right Notice.


 


To the extent that the
Company decides to increase its registered capital or issue new shares, it shall give the Investors a written notice at least
twenty (20) Business Days in advance, which notice shall include the terms and conditions upon which the Company proposes to increase
its registered capital or issue new shares (including the quantity and price of issue), and shall concurrently deliver to the
Investors an offer to subscribe for the increased registered capital or purchase newly issued shares at such price and on such
conditions. The Investors shall inform the Company whether they will exercise their Preemptive Right within twenty (20) Business
Days following their receipt of such offer, failing which, they shall be deemed to have waived the Preemptive Right conferred
on them under this Article.


 




    11


     


    

 


 


Article
6.3        Additional Subscription.


 


If one or more Investors
have not subscribed for, or have waived their Preemptive Right to subscribe for, the portion of the Company’s newly increased
registered capital/equity interest over which they have a Preemptive Right, then the other Investors shall have a preemptive right
to subscribe for such unsubscribed portion of the newly increased registered capital/equity interest.


 


Article
6.4        Special Agreement on the Preemptive Right.


 


Notwithstanding Article
6.1 above, if a prospective investor or subscriber of the Company’s increased registered capital or new issues is a Baidu
Competitor, then Baidu shall be entitled to subscribe for all or part of such newly increased registered capital or new shares
of the Company regardless of its shareholding percentage in the Company. The price, terms and conditions based on which Baidu
will subscribe for all or part of such newly increased registered capital of the Company or make such investment shall be substantially
the same as those for the Baidu Competitor. If Baidu decides to exercise the right specified under this Article, it shall inform
the Company whether it will exercise the right specified under this Article within twenty (20) Business Days following its receipt
of the offer set forth under Article 6.2, failing which, it shall be deemed to have waived the right conferred on it under this
Article.


 


Chapter VII


 


Other Shareholder
Rights and Covenants Relative to the Investors


 


Article
7.1        Anti-dilution.


 


		(a)	If the Company increases its registered
                                         capital or issues new shares (or securities convertible or exercisable into equity interest,
                                         other than a Qualified IPO), and/or an Existing Shareholder transfers any equity interest
                                         or shares of the Company to any Person, and if the per RMB registered capital price or
                                         per share price for such capital increase or new issue or transfer of equity interest
                                         or shares (the “New Per Equity Interest/Share Price”) is lower than
                                         the per RMB registered capital subscription price or per share subscription price for
                                         this Capital Increase subscribed by Baidu or Zhongguang Investment pursuant to the Capital
                                         Increase Agreement respectively, plus the interest on such subscription price calculated
                                         at an annual (compound) rate of 10% until the payment date of said transaction, then
                                         the Existing Shareholders and the Company shall procure that the Investors shall obtain
                                         sufficient equity interest or shares so that the unit subscription price of the Investors
                                         for the registered capital, equity interest or shares they hold in the Company as a result
                                         of the subscription of such capital increase or transfer of new equity interest/shares
                                         shall be equal to the New Per Equity Interest/Share Price of the Company.



 


		(b)	To the extent that the scheme described
                                         in (a) above is not feasible for any reason prescribed by the PRC laws, the Investors
                                         shall have the right to request the Existing Shareholders to assume the anti-dilution
                                         obligation set forth under the preceding paragraph; to this effect, the Existing Shareholders
                                         shall transfer the equity interest or shares they hold in the Company to the Investors
                                         at a price of one Renminbi (RMB 1) so that the unit subscription price of the Investors
                                         for the equity interest or shares they hold in the Company as a result of the transfer
                                         of such equity interest or new shares shall be equal to the New Per Equity Interest/Share
                                         Price of the Company.



 




    12


     


    

 


		(c)	If, for any reason whatsoever, it is
                                         practically not feasible for the Existing Shareholders to transfer the equity interest
                                         or shares to the Investors at a price of one Renminbi (RMB 1) as contemplated in (b)
                                         above, then the transfer price shall be the lowest price permitted by law and the Existing
                                         Shareholders shall make cash compensations to the Investors so that the actual cost paid
                                         by the Investors for the transfer of such equity interest or shares shall be one Renminbi
                                         (RMB 1).



 


		(d)	If the above-mentioned anti-dilution
                                         effect fails to be secured for any reason whatsoever, then without the written consent
                                         of the Investors, the Company shall not increase its registered capital or issue any
                                         new shares (or securities convertible or exercisable into equity interest, other than
                                         a Qualified IPO), and the Existing Shareholders shall not transfer any equity interest
                                         or shares of the Company to any Person.



 


Article
7.2        Equity Interest Adjustment Arrangement.


 


(a)        General
Put Option


 


		(i)	If the Company and/or the Controlling
                                         Shareholders seriously breach any provisions of the Transactions Documents, which, in
                                         the judgment of the Investors, renders the Business of the Company unable to operate
                                         normally, or results in a Material Adverse Effect on the interests of the Investors,
                                         or makes it impossible to realize the interests of the Investors (collectively the “Triggering
                                         Events”), then the Investors shall be entitled to give the Company and the
                                         Controlling Shareholders a written notice (the “Investors Put Option Notice”),
                                         requiring the Company and the Controlling Shareholders to purchase all or part of the
                                         equity interest the Investors hold in the Company at the price specified in Article 7.2
                                         (a)(ii) (the “Investors Put Option Price”) (the “Investors
                                         Put Option”). The Company and the Controlling Shareholders shall be obligated
                                         to purchase and accept from the Investors the equity interest/shares subject to the Investors
                                         Put Option at the Investors Put Option Price within one (1) month following their receipt
                                         of the Investors Put Option Notice (including but not limited to full payment of the
                                         Investors Put Option Price and completion of all change registration, filing, approval
                                         and other legal procedures necessary for the equity transfer within such period).



 


		(ii)	The Investors Put Option Price
                                         shall be the higher of the following amounts: (1) the Investor Capital Increase Subscription
                                         Price already paid by the Investors to the Company at that time plus the interest calculated
                                         at an annual (compound) rate of 10% (for the period from the Closing Date through the
                                         date of receipt by the Investors of the Investors Put Option Price) and any dividend
                                         declared but not paid by the Company which belongs to the Investors; or (2) the fair
                                         market value of the equity interest held by the Investors at that time, which shall be
                                         assessed and determined by a third party appraisal institution engaged by the Company
                                         and confirmed in writing by the Investors.



 






    13


     


    

 








		(iii)	If the cash of the Company and
                                         the Controlling Shareholders is not sufficient to pay up the above Investors Put Option
                                         Price at one time, then upon consent by the Investors, the shortfall may not be paid
                                         until the Company and the Controlling Shareholders have sufficient cash, and the Investors
                                         shall exercise their Investors Put Option in proportion to their then respective equity
                                         interest in the Company. With respect to the equity interest/shares of the Investors
                                         which are subject to the Investors Put Option, but not yet transferred to the Company,
                                         the Investors shall continue to enjoy the rights attached thereto as specified under
                                         this Agreement on a pro rata basis.



 


		(iv)	Notwithstanding the foregoing,
                                         if, for any reason whatsoever (including but not limited to infeasibility due to any
                                         reason prescribed by the PRC laws), the Company and the Controlling Shareholders fail
                                         to purchase and accept from the Investors all of the equity interest/shares subject to
                                         the Investors Put Option at the Investors Put Option Price within sixty (60) days following
                                         their receipt of the Investors Put Option Notice (including but not limited to full payment
                                         of the Investors Put Option Price and completion of all change registration, filing,
                                         approval and other legal procedures necessary for the equity transfer within such period),
                                         then the Controlling Shareholders shall purchase and accept from the Investors all of
                                         the equity interest/shares subject to the Investors Put Option at the price specified
                                         in Article 7.2 (a)(ii) within three (3) months following their receipt of a written “equity
                                         buyback” notice from the Investors (including but not limited to full payment of
                                         the Investors Put Option Price and completion of all change registration, filing, approval
                                         and other legal procedures necessary for the equity transfer within such period).



 


		(v)	Upon occurrence of a Triggering
                                         Event, in addition to the exercise of the Investors Put Option against the Company and
                                         the Controlling Shareholders, the Investors may also opt to freely dispose of the equity
                                         interest/shares subject to the Investors Put Option to the other Parties in any manner,
                                         and the Company and the Existing Shareholders shall provide necessary assistance in connection
                                         therewith, including but not limited to waiver of the right of first refusal, execution
                                         of all necessary documents, assisting in handling change registration procedures.



 


(b)        Special
Put Option


 


		(i)	If any of the circumstances set
                                         forth under Article 7.2 (b)(iii) (the “Special Triggering Events”)
                                         occurs to the Company and fails to be cured within three months following the delivery
                                         of a written remedy notice by the Investors, then the Investors shall be entitled to
                                         give the Company and the Existing Shareholders a written notice (the “Special
                                         Put Option Notice”), requiring the Controlling Shareholders to purchase all
                                         or part of the equity interest the Investors hold in the Company at the price specified
                                         in Article 7.2 (b)(iii) (the “Special Put Option Price”) (the “Special
                                         Put Option”). The Controlling Shareholders shall be obligated to purchase and
                                         accept from the Investors the equity interest/shares subject to the Special Put Option
                                         at the applicable Special Put Option Price within three (3) months following their receipt
                                         of the Special Put Option Notice (including but not limited to full payment of the Special
                                         Put Option Price and completion of all change registration, filing, approval and other
                                         legal procedures necessary for the equity transfer within such period); the Company shall
                                         have joint and several liability for the performance by the Controlling Shareholders
                                         of their obligations under such Special Put Option. In case of failure to fully pay the
                                         Special Put Option Price within the above-stated period, the Controlling Shareholders
                                         shall pay for each day of delay late payment penalty at a rate of 0.1% of the applicable
                                         Special Put Option Price payable but not paid.



 



    14


     


    

 


		(ii)	The Investors’ Special Put
                                         Option Price shall be the Investor Capital Increase Subscription Price already paid by
                                         the Investors to the Company plus the interest calculated at an annual (compound) rate
                                         of 10% (for the period from the Closing Date through the date of receipt by the Investors
                                         of the Put Option Price) and any dividend declared but not paid by the Company which
                                         belongs to the Investors.



 


		(iii)	Special Triggering Events include
                                         the following:



 


		a)	the Company’s Qualified IPO
                                         fails to occur within 4 years following the consummation of this transaction (which is
                                         formalized by the completion of the Company’s industrial and commercial change
                                         registration procedures for this Capital Increase), or an M&A Event occurs, or there
                                         exist major obstacles to the Qualified IPO or M&A Event for any reason attributable
                                         to the Company or the Existing Shareholders, which cannot be removed;



 


		b)	the Company seriously breaches the
                                         business development planning, capital expenditure plan or budget proposal adopted by
                                         the general shareholders’ meeting or the Board in the course of its business;



 


		c)	a major change in the Key Employees
                                         of the Company (a major change refers to the circumstance where half or more of the Key
                                         Employees of the Company leave the Company within three years following the Execution
                                         Date of this Agreement, and the management fails to take any remedial measures; a list
                                         of such Key Employees is attached to the Capital Increase Agreement as Exhibit 3);



 


		d)	the Company remains unable to provide
                                         the auditor’s report issued by an accounting firm qualified to practice in the
                                         securities and futures sectors 6 months after the end of any fiscal year;



 


		e)	the Controlling Shareholders or De
                                         Facto Controller of the Company seriously violate the principle of good faith, in
                                         particular in case of off-the-book cash sales revenue unknown to the Investors;



 






    15


     


    

 


(c)        Business
Related Put Option


 





		(i)	The Company shall meet both of
                                         the following conditions: (1) prior to December 31, 2015, the contracted vehicle percentage
                                         shall not be lower than 50% in Guangzhou, Shanghai and Shenzhen; the total number of
                                         contracted vehicles shall not be less than 60,000 in the 30 cities selected by both Parties;
                                         further, prior to June 30, 2016, the total number of contracted vehicles shall not be
                                         less than 80,000 in the 30 cities selected by Baidu and the Company (a list of which
                                         is attached hereto as Schedule II), and at least 15 cities are covered; and (2) both
                                         average intranet connection rate and average internet connection rate of the WIFI devices
                                         which have been installed for more than 2 months shall reach 80% nationwide (the “Business
                                         Triggering Event”), and the Company is also required to provide Baidu with
                                         relevant written materials as to whether the Business Triggering Event condition is satisfied
                                         within the period of time specified by Baidu. If, in the judgment of Baidu after its
                                         review of such relevant written materials, the Company fails to satisfy the Business
                                         Triggering Event condition, then Baidu shall be entitled to give the Company and the
                                         Controlling Shareholders a written notice, requiring a solution through negotiations
                                         with the Company and requiring the Company to satisfy the Business Triggering Event condition
                                         within one (1) month. If the Company still fails to satisfy the Business Triggering Event
                                         condition within such remedy period, Baidu shall be entitled to give the Controlling
                                         Shareholders and Zhongguang Investment a written notice (the “Business Related
                                         Put Option Notice”), requiring the Controlling Shareholders to purchase all
                                         or part of the equity interest Baidu holds in the Company at the price specified in Article
                                         7.2 (c)(ii) (the “Business Related Put Option Price”) based on their
                                         relative shareholding percentage in the Company (i.e., the shareholding percentage of
                                         a given Controlling Shareholder in the Company divided by the total shareholding percentage
                                         of such Controlling Shareholders in the Company) (the “Business Related Put
                                         Option”). The Controlling Shareholders shall be obligated to purchase and accept
                                         from Baidu the equity interest/shares subject to the Business Related Put Option at the
                                         Business Related Put Option Price within three (3) months following their receipt of
                                         the Business Related Put Option Notice from Baidu (including but not limited to full
                                         payment of the Business Related Put Option Price and completion of all change registration,
                                         filing, approval and other legal procedures necessary for the equity transfer within
                                         such period).



 


With respect
to condition (2) above, the connection rate shall be computed as follows:


 


Nationwide Intranet
(Internet) Connection Rate = (Intranet (Internet) Connection Rate of the City where WIFI services are available and officially
operated n1 + Intranet (Internet) Connection Rate of the City where WIFI services are available and officially operated n2 + ...n3)
/ n


 


Where: (1) City
where WIFI services are available and officially operated refers to the city where the number of vehicles contracted with Qianhai
VisionChina to install public transport WIFI devices is at least equal to 500; (2) n (1, 2, 3, 4, 5...) represent the cities
contracted with Qianhai VisonChina to operate WIFI services respectively.


 


For example,
if there are 2 contracted cities, i.e., Shanghai and Shenzhen, then n1 represents Shanghai, and n2 represents Shenzhen; assuming
the intranet (internet) connection rate for Shanghai is 94% and the intranet (internet) connection rate for Shenzhen is 98%, then
the nationwide intranet (internet) connection rate = (n1 + n2)/n = (94% + 98%)/2 = 96%.


 




    16


     


    

 


The criteria
for computation of the intranet (internet) connection rate of a city where WIFI services are available and officially operated:
10% of the public transport vehicles in regular services are randomly sampled; subject to the percentage of the vehicles covered
by the background data monitor being higher than 10%, the total number of the vehicles that can be monitored shall serve as computation
basis.


 


Sampling time:
within 48 hours; sampling standard: random sampling.


 


Intranet connection
standard: there exists data exchange based on WIFI network; internet connection standard: accessible to www.baidu.com,
there exists internet data exchange.


 


		(ii)	The Business Related Put Option
                                         Price shall be twenty-three million nine hundred seventy-five thousand Renminbi (RMB
                                         23,975,000) plus the interest calculated at an annual (compound) rate of 10% (for the
                                         year(s) where such price is used by the Company, and for a period less than a year, the
                                         interest shall be calculated on a pro rata basis).



 


		(iii)	If the Controlling Shareholders
                                         fail to purchase and accept from Baidu the equity interest/shares subject to the Business
                                         Related Put Option as contemplated above, they shall transfer a portion of their equity
                                         interest or shares in the Company to Baidu free of charge, and the percentage of such
                                         equity interest or shares shall be the same as that of the equity interest in the Company
                                         with respect to which Baidu demands the exercise of the Business Related Put Option and
                                         which the Controlling Shareholders should purchase but have not purchased.



 


		(iv)	If, for any reason whatsoever,
                                         it is practically not feasible for the Controlling Shareholders to transfer the equity
                                         interest or shares to Baidu free of charge as contemplated in (iii) above, then the transfer
                                         price shall be the lowest price permitted by law and the Controlling Shareholders shall
                                         make cash compensations to Baidu so that the actual cost paid by Baidu for the transfer
                                         of such equity interest or shares shall be zero Renminbi.



 


		(v)	Where the Company fails to satisfy
                                         the Business Triggering Event condition, in addition to the exercise of the Business
                                         Related Put Option against the Controlling Shareholders, Baidu may also opt to freely
                                         dispose of the equity interest/shares subject to the Business Related Put Option to the
                                         other Parties in any manner, and the Company and the Existing Shareholders shall provide
                                         necessary assistance in connection therewith, including but not limited to waiver of
                                         the right of first refusal, execution of all necessary documents, assisting in handling
                                         change registration procedures.



 


		(vi)	For the avoidance of doubt, upon
                                         its receipt of the Business Related Put Option Notice, Zhongguang Investment shall have
                                         the right to demand concurrently with Baidu the exercise of the Business Related Put
                                         Option against the Controlling Shareholders in the same manner as that contemplated under
                                         this Article at the Business Related Put Option Price (i.e., thirty-four million Renminbi
                                         (RMB 34,000,000) for Zhongke Baiyun and eleven million two hundred fifty thousand Renminbi
                                         (RMB 11,250,000) for Dongguan Zhongke) in accordance with the provisions set forth under
                                         paragraphs (ii) to (vi) of this Article.



 



    17


     


    

 


Article
7.3        Other Rights of the Investors.


 


The Company undertakes
that if in this round financing, other investors have any right taking precedence over those of the Existing Shareholders, the
rights of the Investors will be at least not unfavourable in terms of order of priority compared to such other investors. In case
of the Company’s reorganization into an offshore structure or change of corporate form for the purposes of this investment
or as agreed by the Investors subsequently, any and all rights and privileges of the Investors specified hereunder as well as
the rights of priority customarily enjoyed by other overseas investors in a similar transaction shall be appropriately reflected
in the relevant legal documents.


 


Chapter VIII


 


Shareholders’
Meeting


 


Article
8.1        Shareholders’ Meetings.


 


		(a)	The shareholders’ meetings shall
                                         be convened by the Board. Shareholders' meetings are divided into regular meetings and
                                         extraordinary meetings. Regular meetings are held once a year. If a regular meeting is
                                         to be convened, the Parties shall be notified of the time and venue of the meeting and
                                         the matters to be considered at the meeting twenty (20) days before the meeting is held.
                                         An extraordinary meeting shall be convened if it is proposed by shareholders representing
                                         one-tenth (10%) or more of the voting rights, or by one-third or more of the directors
                                         or the supervisor. In the case of an extraordinary shareholders’ meeting, the shareholders
                                         shall be notified fifteen (15) days before the meeting is held, provided that if the
                                         shareholders unanimously agree in writing, the shareholders’ meeting is not required
                                         to be convened, and the decision may be made directly with a document of the decision
                                         signed and affixed with the seals of all shareholders.



 


		(b)	The Parties may attend the shareholders’
                                         meetings by telephone, video or any other synchronous communication means to the extent
                                         that all shareholders attending the meeting can hear each other; further, each shareholder
                                         shall confirm his identity, including but not limited to providing a written power of
                                         attorney to the Company when he attends the meeting in person, or providing a power of
                                         attorney in advance to the Company in a written form or by email if he attends the meeting
                                         by telephone, video or any other synchronous communication means. Shareholders who fail
                                         to proceed with the identity confirmation procedure shall have no right to speak or vote
                                         at the meeting.



 


		(c)	Other rules on shareholders’
                                         meetings are further detailed in the Company’s Articles of Association.



 






    18


     


    

 


Article
8.2        Voting at the Shareholders’ Meeting








 


The shareholders of
the Company shall exercise their voting rights in proportion to their respective capital contribution at the shareholders’
meetings. Decisions on the following matters shall require consent of shareholders representing four-fifths (4/5) or more of the
voting rights (including Baidu). Except for the following matters, shareholders’ decisions shall require consent of shareholders
representing half (1/2) or more of the voting rights.


 


		(a)	amendment to the Articles of Association
                                         of the Company;



 


		(b)	increase or decrease of the registered
                                         capital of the Company;



 


		(c)	repurchase by the Company of its equity
                                         interest for any reason whatsoever;



 


		(d)	merger, division, liquidation, dissolution,
                                         termination and alteration of corporate form of the Company, Qualified IPO and/or financing
                                         of shares or assets of the Company on any securities market;



 


		(e)	change of number of the directors,
                                         increase or decrease of the decision-making power of the Board;



 


		(f)	transfer, pledge or other disposal
                                         by the shareholders of the Company (other than the Investors) of their equity interest
                                         in the Company to any third party;



 


		(g)	transfer, pledge or other disposal
                                         of by the shareholders of the Company (other than Baidu) of their equity interest in
                                         the Company to any Baidu Competitor.



 


Notwithstanding the
foregoing, the shareholders’ meeting shall not make any resolution which conflicts or is inconsistent with this Agreement
or alter the rights and obligations of the shareholders hereunder by way of amendment to the Articles of Association of the Company
or by any other means unless a unanimously consent is obtained from all the shareholders.


 


Chapter
IX


 


Board, Supervisor
and General Manager


 


Article
9.1        Composition of the Board. 


 


		(a)	The
                                         Company shall have a Board. The Board of the Company shall consist of 5 members, of whom
                                         the Existing Shareholders shall appoint 3 directors, Baidu shall appoint 1 director and
                                         Zhongguang Investment shall appoint 1 director. Each appointing Party may inform the
                                         Company in writing to appoint or remove its directors and any other Party shall have
                                         no right to appoint or remove such directors. Any successor shall be appointed
                                         for the residue of the unexpired term of his predecessor. Each director shall
                                         be appointed for a term of three (3) years and may serve consecutive terms if re-appointed
                                         by the original appointing shareholder.



 


		(b)	The Chairman of the Board is a director
                                         appointed by the Existing Shareholders. The Chairman is the legal representative of the
                                         Company. If the Chairman for any reason is unable to perform his duty, such duty will
                                         be performed by a director designated jointly by half or more of the directors.



 


		(c)	In case of establishment by the Company
                                         of any wholly-owned subsidiary, unless otherwise agreed upon by the Parties, such wholly-owned
                                         subsidiary shall have the same board composition structure as that of the Company.



 




    19


     


    

 


Article
9.2        Board Meetings


 


		(a)	Board meetings shall be held at least
                                         once every six months and shall be convened and presided over by the Chairman. The Company
                                         shall inform each director of all regular and special Board meetings. Board meeting convener
                                         shall give each director a written notice ten (10) Business Days in advance, setting
                                         forth the date, time, venue and detailed agenda of the meeting and accompanied by the
                                         relevant documents and materials. Notice of meetings of the Board may be waived with
                                         a unanimous consent of the Board. The Board may adopt written resolutions without a meeting;
                                         any resolution shall be deemed adopted if it is mailed or faxed to, and signed by, all
                                         the shareholders.



 


		(b)	The presence of all directors, either
                                         in person or by proxy, shall constitute a quorum at Board meeting. If any director is
                                         unable to attend the meeting in person, he may issue a written power of attorney to authorize
                                         another director or another person to attend in his place. The proxy shall vote on behalf
                                         of such director. Any absent director will be deemed to have waived his voting rights
                                         at a meeting if he fails to appoint a proxy to attend the meeting in his place.



 


		(c)	After each Board meeting, the meeting
                                         minutes shall be submitted to all the directors for review as soon as possible. Directors
                                         wishing to modify or supplement the minutes shall provide the Company with a written
                                         report setting forth his comments as soon as possible following his receipt of such meeting
                                         minutes. Upon finalization and adoption, meeting minutes shall be signed by all directors
                                         attending the meeting and shall be kept by the Company on file, and a complete copy thereof
                                         shall be promptly delivered to the Parties and all the directors. All minutes of the
                                         Board meetings and records of the resolutions in lieu of a Board meeting shall be included
                                         in the minute book of the Company and be stored by the Company at its legal address.



 


		(d)	The Company shall bear any and all
                                         reasonable expenses incurred by the directors in connection with their participation
                                         of Board activities, including but not limited to expenses incurred for attending Board
                                         meetings, and shall reimburse each director for all reasonable out-of-pocket expenses
                                         incurred by him for the purpose of attending meetings of the Board, including but not
                                         limited to travel and accommodation expenses. Each shareholder hereby agrees to release
                                         the directors appointed by the Investors from any and all liabilities related to the
                                         performance of their duties and responsibilities as a director to the maximum extent
                                         permitted by applicable law, except in case of gross negligence or willful misconduct.



 


		(e)	Other rules on Board meetings are further
                                         detailed in the Articles of Association of the Company.



 


		(f)	When voting on a resolution of the
                                         Board, each member shall have one vote. Decisions on the following matters shall require
                                         consent of 4 directors (who shall include the director appointed by Baidu). Except for
                                         the following matters, the matters subject to a Board resolution shall require consent
                                         of half or more of the Board directors. Even if no Board meeting is held, any Board resolution
                                         shall be deemed valid if it is mailed or faxed to, and signed by, all the directors.



 




    20


     


    

 


		1)	termination of the business
                                         of the Company and/or any of its major branches (which refers to any subsidiary in which
                                         the Company directly or indirectly holds more than 20% voting equity interest/shares,
                                         or which is engaged in a major business (which refers to any business representing 15%
                                         or more of the public transport resources, revenue, operating profit or net profit of
                                         the Company)) or change of any of their existing business activities;



 


		2)	sale, transfer, mortgage or
                                         other disposal of all or substantial assets of the Company and/or any of its major branches
                                         (if any), or assets of a total value of two million Renminbi (RMB 2,000,000) (including
                                         but not limited to real estate, equipment and other tangible assets, IPs or equity interest
                                         of subsidiaries);



 


		3)	approval of the Company’s
                                         annual business plans, annual financial budgets, quarterly financial budgets and business
                                         proposals, or any material amendment to any approved annual business plans, annual financial
                                         budgets, quarterly financial budgets or business proposals, including any capital expansion
                                         plans, operating budgets and financial arrangements;



 


		4)	any acquisition of fixed assets
                                         whose value exceeds twenty million Renminbi (RMB 20,000,000) in one transaction or one
                                         hundred million Renminbi (RMB 100,000,000) in the aggregate within one year, any acquisition
                                         of intangible assets whose value exceeds two million Renminbi (RMB 2,000,000) in one
                                         transaction or ten million Renminbi (RMB 10,000,000) in the aggregate within one year,
                                         and execution of any material IP transfer or license contract by the Company as transferor
                                         or licensor (except for the fixed assets or intangible assets transactions included in
                                         the business proposals and budgets approved by the Board);



 


		5)	establishment of subsidiaries
                                         or branches, establishment of any non-wholly-owned limited liability company, joint stock
                                         company, joint venture, cooperative organization, partnership or entity of other form,
                                         or any external investment in an amount higher than two million Renminbi (RMB 2,000,000)
                                         in one transaction or ten million Renminbi (RMB 10,000,000) in a series of transactions
                                         (except for the business proposals and budgets of the external investment projects which
                                         have been approved by the Board and specified the subject, mode, price and conditions
                                         of the investment);



 


		6)	any related party transactions
                                         entered into with shareholders, directors, Senior Officers or other Affiliates of the
                                         Company (including but not limited to provision by the Company of any security or loans
                                         to the above-stated persons, except for those transactions included in the business proposals
                                         and budgets expressly approved by the Board);



 


		7)	execution of any disbursement
                                         contracts whose individual amount exceeds two million Renminbi (RMB 2,000,000) or whose
                                         quarterly aggregate amount exceeds ten million Renminbi (RMB 10,000,000), except for
                                         those included in the business proposals and budgets approved by the Board;



 






    21


     


    

 








		8)	borrowing of money by the Company
                                         from financial institution or non-financial institution third parties whose individual
                                         amount exceeds two million Renminbi (RMB 2,000,000), or incurrence of any new debts or
                                         obligations whose annual aggregate amount exceeds ten million Renminbi (RMB 10,000,000),
                                         and provision of any security for debts or other liabilities of any third party (except
                                         for those borrowings, incurrence or security specified in the business proposals and
                                         budgets approved by the Board);



 


		9)	formulation of the plans for
                                         distribution of dividend and profits to the shareholders;



 


		10)	any material amendment to the
                                         financial and accounting system, engagement or replacement of auditors of the Company
                                         and/or any of its branches;



 


		11)	any material amendment to the
                                         compliance policy, engagement or replacement of counsels of the Company and/or any of
                                         its branches;



 


		12)	approval of, and amendment
                                         to, any employee equity incentive plans, or any employee or management personnel bonus
                                         plans not included in the budgets approved by the Board (including the approval by the
                                         director by Baidu);



 


		13)	formulation of the Company’s proposed Qualified
IPO plan, including engagement of intermediaries, time and venue of Qualified IPO, etc.;



 


		14)	requesting the shareholders’
                                         meeting of the Company to review any new financing plan of the Company;



 


		15)	appointment and removal of the Senior Officers of the
Company (at a level at least equal to Vice Presidents or an equivalent level), or decision on their remunerations;



 


		16)	employment of any employee
                                         whose annual cash remuneration is higher than seven million Renminbi (RMB 7,000,000);



 


		17)	any material amendment to,
                                         or termination of, any main business of the Company, or involvement in any industry or
                                         area which is totally different from any main business of the Company, or any material
                                         amendment to the Business Plans of the Company;



 


		18)	any speculative exchange, futures or option transactions
entered into by the Company;



 


		19)	commencement or settlement
                                         by the Company of any material legal litigation or arbitration whose amount is higher
                                         than one million Renminbi (RMB 1,000,000);



 


		20)	any disbursement whose individual
                                         amount is higher than two million Renminbi (RMB 2,000,000), except for those business
                                         contract disbursements approved pursuant to paragraphs 4), 5), 7) and 8) above and any
                                         investment disbursement in respect of which the approved business proposals and budgets
                                         have already specified the investment subject, mode, price and conditions of the external
                                         investment projects as described under paragraph 5);



 




    22


     


    

 


		21)	any material matters of any of the Company controlled
subsidiaries or any Affiliated Company controlled by the Company, including but not limited to the corresponding above-stated
matters.



 


Article
9.3        General Manager


 


		(a)	The Company implements a General Manager
                                         responsibility system under the leadership of the Board. The Company shall have one (1)
                                         General Manager. The General Manager shall report to the Board directly, implement all
                                         resolutions of the Board and lead day-to-day technical, operating and management work
                                         of the Company. For the avoidance of doubt, the General Manager shall be the President
                                         of the Company.



 


		(b)	The General Manager shall be appointed
                                         by the Board for a term of three (3) years and may serve consecutive terms if re-appointed
                                         by the Board. Specific duties and responsibilities of the General Manager are granted
                                         by the PRC Laws and Regulations, the Articles of Association of the Company and the authorizations
                                         of the Board.



 


		(c)	Except as approved by the Board pursuant
                                         to this Agreement, no management personnel of the Company shall enter into any contract,
                                         agreement or letter of intent with the Company or any of its Affiliated Companies, or
                                         conduct any transaction with the Company or any of its Affiliated Companies.



 


		(d)	In case of graft or serious breach
                                         or dereliction of duty on the part of the General Manager, the Board shall have the right
                                         to dismiss him at any time. In case of graft or serious breach or dereliction of duty
                                         on the part of any other managers or any subordinates of the General Manager, they may
                                         be dismissed by the General Manager.



 


Article
9.4        Supervisor


 


		(a)	The Company shall not establish a supervisory
                                         board but shall have one supervisor to be appointed by Zhongguang Investment. Directors
                                         and Senior Officers may not concurrently serve as supervisor.



 


		(b)	The supervisor shall be appointed for
                                         a term of three (3) years, and may serve consecutive terms if re-appointed. The supervisor
                                         shall exercise the following functions and powers:



 


		1)	to examine the Company's financial
                                         affairs;



 


		2)	to supervise the execution of company
                                         duties by the directors and the Senior Officers and to recommend the removal of directors
                                         and Senior Officers that violate laws, administrative regulations or the Articles of
                                         Association of the Company;



 


		3)	when an act of a director or Senior
                                         Officer is harmful to the Company's interests, to require the director or Senior Officer
                                         to rectify such act;



 


		4)	to institute proceedings against
                                         the directors and Senior Officers in accordance with the Company Law of the People’s
                                         Republic of China; and



 


		5)	other functions and powers specified in the Articles
of Association of the Company.



 




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		(c)	The supervisor may attend meetings
                                         of the Board as non-voting attendee and may make inquiries or suggestions to the matters
                                         to be resolved by the Board.



 


		(d)	In the event that the Company decides to establish a
supervisory board after the execution of this Agreement, Zhongguang Investment shall be entitled to appoint at least one supervisor.



 


Chapter X


 


Profit Distribution


 


Article
10.1        Funds.


 


The Company shall make
allocations to the statutory common reserve and discretionary common reserve from its after-tax profits in accordance
with the PRC Laws and Regulations.


 


Article
10.2        Dividend


 


		(a)	If the Board resolves to distribute
                                         dividend from the Company’s profits, then all after-tax distributable profits shall
                                         be distributed to the Investors first. If the shareholders’ meeting resolves not
                                         to make any profit distribution, then the after-tax profits shall be retained by the
                                         Company.



 


		(b)	If the Company has losses from previous
                                         fiscal years, the profit of the current year shall not be distributed until the deficit
                                         from previous years has been made up; undistributed profits of previous fiscal years
                                         may be distributed together with those of the current fiscal year.



 


Chapter XI


 


Financial System


 


Article
11.1        Financial Director.


 


The Controlling Shareholders
shall have the right to appoint the Chief Financial Officer. Where the Company does not have a Chief Financial Officer, the Controlling
Shareholders shall have the right to appoint a Financial Director having the same functions and powers as the Chief Financial
Officer to the Company. The Chief Financial Officer or the Financial Director shall report his work to the General Manager and
the Board. The financial and accounting system and procedures to be implemented by the Company shall be prepared by the Chief
Financial Officer or the Financial Director under the supervision of the General Manager and shall be submitted to the Board for
approval.


 


Article
11.2        Basic Financial System.


 


		(a)	The fiscal year of the Company shall
                                         be the calendar year. A fiscal year shall be from January 1 to December 31 of the same
                                         year.



 





		(b)	The Company shall use RMB as its bookkeeping
                                         base currency. Any cash, bank deposits, foreign currency loans, creditor’s rights,
                                         debts, receipts or payments denominated in a currency other than the bookkeeping base
                                         currency shall be recorded in the actual currency in which receipts or payments are made.
                                         Any exchange gains or losses due to foreign exchange fluctuations shall be dealt with
                                         in accordance with foreign exchange transaction accounting methods promulgated by the
                                         Ministry of Finance, foreign exchange administrations and other Government Authorities
                                         of the PRC.



 






    24


     


    

 


		(c)	Persons shall be specially assigned
                                         to be responsible for safekeeping of all vouchers, books and statements of the Company,
                                         and no person may alter or destroy such vouchers, books or statements without authorization.



 


		(d)	The Board shall engage an accounting
                                         firm registered in China to review and examine the financial and accounting documents
                                         of the Company. The examination results of the auditor shall be reported to the Board
                                         and the General Manager.



 


Article
11.3        Taxation.


 


The Company shall pay
all taxes in accordance with applicable Laws and Regulations of the PRC and preferential tax treatments granted by the state and
Government Authorities to the Company engaged in the main business. The Company shall use its best efforts to secure the most
preferential tax treatments permissible under applicable Laws and Regulations.


 


Chapter XII


 


Information Rights


 


Article
12.1        Information Rights.


 


		(a)	The Company shall provide the following
                                         information and materials to the Investors in the following manner:



 


		1)	within ninety (90) days after the
                                         end of each year, to provide annual financial statements of the Company and its subsidiaries
                                         (if any) audited by an auditing firm acceptable to the Investors in accordance with the
                                         PRC accounting standards as well as the auditor’s report;



 


		2)	within ten (10)        
days after the end of each quarter, to provide unaudited quarterly financial reports of the Company and its subsidiaries (if any)
prepared in accordance with the PRC accounting standards, and any quarterly budgets, capital expenditure plans, loan facilities
and business plans (if any);



 


		3)	within five (5) days after the end of each month, to
provide         unaudited financial reports of the Company and its subsidiaries (if any)
prepared in accordance with the PRC accounting standards, and any monthly budgets, capital expenditure plans, loan facilities
and business plans (if any);



 


		4)	at least thirty (30) days prior
                                         to each new fiscal year, to provide annual budget plan, capital expenditure plan, loan
                                         facilities and annual business plan approved by the Board (including the approval of
                                         the directors appointed by the Investors);



 






    25


     


    

 








		5)	such other information as reasonably
                                         requested by the shareholders with respect to the operation and financial affairs of
                                         the Company. If the Company is aware of any information which may have a Material Adverse
                                         Effect on its Business, operation, financial condition or development prospects, it shall
                                         inform the shareholders within two (2) days of becoming aware of the same.



 


		(b)	To the extent that normal business
                                         operations of the Company will not be disturbed, the shareholders of the Company shall
                                         be afforded access during normal business hours upon prior notice to the business records,
                                         accounting records, books and financial reports for the current month, quarter or year,
                                         basic materials, archives and documents as well as business premises, including but not
                                         limited to any financial books and records of the Company and its branches. The Investors
                                         shall have the right to engage a third party to conduct, at the Investors’ costs
                                         and expenses, a financial audit over the Company at any time, and the Company’s
                                         Existing Shareholders and the Company shall provide active assistance in connection therewith
                                         and furnish necessary facilities and documents so as to enable the Investors to complete
                                         such audit and investigation work.



 


Article
12.2        Right of Suggestion        


 


Without prejudice to
other provisions of this Agreement, the Investors shall have the right to make suggestions to, and consult with the Company and
the Existing Shareholders with respect to the operation, management and other matters of the Company; the Company and the Existing
Shareholders shall give serious consideration to the suggestions made by the Investors and act reasonably.


 


Chapter XIII


 


Labour Management


 


Article
13.1        Labour Contract(a).


 


The Company shall enter
into formal labour contract, confidentiality agreement, non-compete agreement and IP transfer agreement (if necessary) with each
employee in accordance with the Laws and Regulations of the PRC. The Company shall enter into confidentiality agreement, non-compete
agreement and IP transfer agreement with each Key Employee.


 


Article
13.2        Labour System


 


		(a)	The Company shall comply with Laws
                                         and Regulations of the PRC relating to labor and welfare matters in all respects.



 


		(b)	Plans regarding the recruitment, employment,
                                         dismissal and resignation, wages, welfare benefits and labour discipline of the Company’s
                                         employees shall be prepared by the General Manager in accordance with applicable Laws
                                         and Regulations of the PRC and be deliberated and approved by the Board.



 


		(c)	The recruitment of employees by the
                                         Company shall be dealt with in accordance with the Laws and Regulations; a probation
                                         period shall be set for a new employee of the Company to observe and assess his abilities;
                                         employees shall have a labour contract even in the probation period and shall be converted
                                         into formal employees upon expiration of their probation period; the labour contract
                                         shall contain wages and benefits, matters to be abided by, signatures of both the employer
                                         and employee and other contents.



 




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Chapter XIV


 


Duration of the Company


 


The duration of the
Company shall be permanent. This Agreement shall come into force as of its Execution Date and shall, unless early terminated,
remain valid until the Company is dissolved.


 


Chapter XV


 


Effectiveness and
Term of Validity


 


Article
15.1        Effectiveness(a).


 


This Agreement shall
come into force and be binding upon the Parties once it is duly executed by the Parties. In order to facilitate the handling of
relevant governmental procedures, the Parties shall separately enter into any other contracts, agreements or documents with respect
to the matters contemplated hereunder as required by the relevant Government Authorities, provided, however, that in case of any
conflict or inconsistency between any such other contract, agreement or document and this Agreement, the latter shall prevail.


 


Article
15.2        Term of Validity


 


This Agreement shall
come into force as of its Execution Date and shall remain valid until the duration of the Company expires or the Company is dissolved
unless this Agreement is early terminated as contemplated hereunder.


 


Chapter XVI


 


Dissolution and Liquidation


 


Article
16.1        Reasons for Dissolution of the Company(a).


 


Upon occurrence of any
of the following events, any shareholder may call for a shareholders’ meeting to discuss the early dissolution of the Company:


 


		(a)	a Party is unable to carry out any
                                         of its material obligations under this Agreement as a result of the occurrence of a force
                                         majeure event and if such force majeure event continues for a period of six (6) months
                                         or more, causing thereby the rescission of this Agreement;



 


		(b)	the business license of the Company
                                         has been revoked, or the Company is ordered to close down or is banned according to law;



 


		(c)	a Party terminates this Agreement pursuant
                                         to this Agreement; or



 


		(d)	when another reason for dissolution
                                         or early termination of the Company as required by applicable Laws and Regulations of
                                         the PRC or as specified in the Articles of Association of the Company or as resolved
                                         by the shareholders’ meeting of the Company arises.



 




    27


     


    

 


Upon occurrence of any
of the events enumerated above, the shareholders’ meeting shall hold a meeting to discuss the dissolution of the Company
within thirty (30) days following its receipt of a meeting request from a Party. The Parties shall discuss and use their best
efforts to reach a solution acceptable to the Parties at the meeting; if no solution is reached, the Parties shall proceed with
the dissolution of the Company in accordance with Laws and Regulations.


 


Article
16.2        Liquidation(a).


 


		(a)	When any reason for liquidation of
                                         the Company as specified in the Laws and Regulations or as agreed upon by the Parties
                                         arises, the Company will carry out the liquidation in accordance with applicable Laws
                                         and Regulations of the PRC.



 


		(b)	Upon its decision to liquidate the
                                         Company, the shareholders’ meeting shall formulate liquidation procedures and principles
                                         and establish a liquidation committee (the "Liquidation Committee")
                                         in accordance with Laws and Regulations of the PRC relating to the liquidation, which
                                         shall conduct the liquidation of the Company pursuant to the Company Law of the People’s
                                         Republic of China, the Articles of Association of the Company and other Laws and
                                         Regulations of the PRC relating to the liquidation. The Liquidation Committee shall conduct
                                         a thorough examination of the Company’s property, creditor’s rights and debts,
                                         work out the statement of assets and liabilities and a property list, put forward a basis
                                         on which the Company’s property is evaluated and calculated, formulate a liquidation
                                         plan for the Company and fulfill such other tasks as may be required by applicable Laws
                                         and Regulations.



 


		(c)	The Liquidation Committee shall pay
                                         the liquidation expenses and discharge the Company’s liabilities out of the Company’s
                                         assets in accordance with the order of priority as specified in applicable Laws and Regulations.
                                         After the payment by the Company of the liquidation expenses, wages of employees, social
                                         insurance contributions and statutory compensations, outstanding taxes and discharge
                                         of the Company’s debts according to law, the balance of its assets shall be distributed
                                         in the following order:



 


		1)	the Investors shall be paid in priority
                                         to the other shareholders. The remaining assets of the Company shall be first distributed
                                         to the Investors until the Investors will have obtained in the aggregate: (1) Board approved
                                         dividend declared but not yet paid to the Investors, and (2) 100% of the total amount
                                         of the Investor Capital Increase Subscription Price plus the interest calculated at an
                                         annual (compound) rate of 10% (for the period from the date of Closing of the investment
                                         in the Company by the Investors to the date of receipt by the Investors of the liquidation
                                         proceeds, and for a period less than a year, the interest shall be calculated on a pro
                                         rata basis) (collectively the “Investors Priority Liquidation Payment”);
                                         if the liquidation proceeds are not sufficient to fully pay the Investors Priority Liquidation
                                         Payment, each of the Investors shall be paid on a pro rata basis;



 


		2)	then, after the effectuation of the Investors Priority
Liquidation Payment,        the remaining assets of the Company (if any) shall be distributed
to the shareholders in proportion to their respective capital contribution.



 




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		(d)	However, if as required by applicable
                                         Laws and Regulations then in effect, after the payment of the liquidation expenses, wages
                                         of employees, social insurance contributions and statutory compensations, taxes and discharge
                                         of the Company’s debts according to law, the Company’s assets shall be distributed
                                         to the shareholders in proportion to their respective capital contribution, or if the
                                         Company’s assets are unable to be distributed in accordance with the foregoing
                                         arrangement for any other reason, then the shareholders other than the Investors shall,
                                         after the payment of the remaining assets according to law, make compensations (including
                                         but not limited to transfer without consideration) to the Investors in proportion to
                                         their respective ownership of interest so as to ensure that the Investors shall obtain
                                         the Investors Priority Liquidation Payment and the portion of the remaining assets which
                                         they are entitled to. (For the avoidance of doubt, such compensations shall be limited
                                         to the portion of the remaining assets paid to the shareholders other than the Investors
                                         according to law).



 


(e)        Upon
completion of the liquidation of the Company, the Liquidation Committee shall submit a liquidation report to the shareholders’
meeting without delay for approval by shareholders representing four-fifths        (4/5) or more of the voting rights (including Baidu).
Upon approval of the liquidation report by the shareholders’ meeting, the Liquidation Committee shall submit such report
together with dissolution application documents to the relevant Government Authorities to the extent required by Laws and Regulations,
and shall upon approval carry out the procedures for surrendering the business license and canceling the registration of the Company
with the registration authority of the Company.


 


Article
16.3        Merger and Sale of the Company.


 


		(a)	In case of an M&A Event, the Company
                                         shall make the distributions as contemplated under Articles 16.2 (c) and (d) in accordance
                                         with the Laws and Regulations of the PRC. The Company and the Existing Shareholders shall
                                         take any and all lawful acts to enable the Investors to exercise their rights and interests
                                         set forth under this Article.



 


(b)        In
the event that the Company sells all or substantially all of its assets or Business to any third party, or any third party acquires
any equity interest of the Company, Baidu shall have a right of priority on the same terms and conditions offered to or by such
third party.        


 


Chapter XVII


 


Breach of Contract
and Penalty on Breach of Contract


 


Article
17.1        Breach of Contract and Early Termination(a).


 


If any Party fails to
perform any of its obligations hereunder or under any Transaction Document or any of its representations or warranties hereunder
or under any other Transaction Document is untrue or inaccurate, such Party (the “Breaching Party”) shall be
deemed to be in breach of this Agreement. In such case, any non-breaching Party shall notify the Breaching Party in writing of
such breach of this Agreement, and the Breaching Party shall remedy such breach within thirty (30) days following the date on
which the notice is sent. If the Breaching Party fails to remedy its breach within such thirty (30) day period, any non-breaching
Party shall have the right to terminate this Agreement. If any Party expressly indicates, whether orally or in writing or by its
conduct, that it will not perform any of its material obligations hereunder prior to the date for performance of such material
obligation, or the Breaching Party’s breach (even if it is caused by force majeure) renders it impossible for the Parties
to achieve the fundamental purposes of this Agreement, then any non-breaching Party shall have the right to terminate this Agreement.


 




    29


     


    

 


Article
17.2        Indemnification for Breach of Contract(a).


 


		(a)	In event of any breach of this Agreement
                                         or any other Transaction Document, the Breaching Party shall be liable for any direct
                                         or indirect losses of any non-breaching Party arising from such breach, including but
                                         not limited to the attorney’s fee, security fee and other expenses incurred by
                                         such non-breaching Party in connection with the recovery of claims. The right of early
                                         termination of a non-breaching Party hereunder shall be in addition to any other remedy
                                         available to such Party, and such termination shall in no event relieve the Breaching
                                         Party from any of its obligations that occurred up to the date of termination of this
                                         Agreement, or from its liabilities for damages of non-breaching Parties arising from
                                         the Breaching Party’s breach of this Agreement or any other Transaction Document.



 


		(b)	If the Company or the Guarantors fail
                                         to take all actions necessary to ensure that the Investors shall realize and enjoy the
                                         shareholder rights provided hereunder in accordance with Article 21.13, the Company and
                                         the Guarantors shall indemnify the Investors for all losses they may suffer as a result
                                         thereof, regardless of whether such rights conflict with the Articles of Association
                                         of the Company.



 


Chapter XVIII


 


Termination


 


Article
18.1        Termination(a).


 


Unless otherwise specified
herein, this Agreement may be terminated at any time prior to the Closing under the following circumstances:


 


		(a)	in event of any circumstance set out
                                         in Article 17.1, a non-breaching Party may terminate this Agreement by a written notice
                                         to the Breaching Party;



 


		(b)	if, (i) any representation or warranty
                                         of the Company or Guarantors in any Transaction Document is untrue or inaccurate in any
                                         material respect, (ii) any of the Company or Guarantors fails to comply with any covenant
                                         or agreement contained in any Transaction Document which should be complied with by it
                                         and further fails to remedy such failure within thirty (30) days upon receipt of a notice
                                         from the Investors, (iii) the Company’s violation of the PRC Laws and Regulations
                                         or infringement of any third party right gives rise to any penalty, claim or demand from
                                         any Government Authority or third party against the Company, causing thereby material
                                         losses to, or substantial reduction in the value of, the Company, (iv) the Company is
                                         transferred in whole for the benefit of its creditors, or any legal proceeding is initiated
                                         by the Company or any Person against the Company to declare the Company’s bankruptcy
                                         or insolvency, or any dissolution, liquidation, winding-up, reorganization or restructuring
                                         of its Indebtedness occurs to the Company in connection with its bankruptcy, insolvency
                                         or reorganization in accordance with any law, the Investors may terminate this Agreement
                                         by giving a written notice to the Company and Guarantors;



 




    30


     


    

 


		(c)	if any Government Authority promulgates
                                         any Law or Regulation, issues any final order, decree or ruling or takes any other final
                                         legal action which has the effect of restricting, preventing or otherwise prohibiting,
                                         or making it illegal or impossible to consummate the transactions contemplated hereby
                                         and in respect of which no application for review, lawsuit or appeal can be made, any
                                         Party hereto may terminate this Agreement by giving a written notice to the other Parties;



 


		(d)	any Transaction Document other than
                                         this Agreement is terminated in accordance with its terms;



 


		(e)	the Parties agree to terminate this
                                         Agreement in writing.



 


Article
18.2        Effect of Termination(a).


 


		(a)	In the event of termination of this
                                         Agreement as provided in Article 18.1, this Agreement shall forthwith become null and
                                         void and this Agreement shall cease to be binding upon any Party except (i) as set forth
                                         in Chapters XIX and XX and (ii) that nothing herein shall relieve any Party from liability
                                         for any breach of this Agreement.



 


		(b)	Upon termination of the transaction
                                         agreements, the Parties shall initiate the liquidation procedure of the Company, make
                                         the Investors Priority Liquidation Payment to the Investors, and distribute the remaining
                                         assets to the shareholders in accordance with Chapter XVI of this Agreement.



 


Chapter XIX


 


Confidentiality


 


Article
19.1        Confidential Information(a).


 


The Parties acknowledge
that any and all information relating to this Agreement, the contents of, and the transactions contemplated by, this Agreement,
as well as any oral or written commercial, financial, legal, market, customer, technical, property and other information exchanged
by the Parties in respect of the preparation or performance of this Agreement shall be deemed to be confidential information.


 


Article
19.2        Duty of Confidentiality(a).


 


Each of the Parties
agrees that it shall, and shall procure that its Affiliates and its or their respective officers, directors, employees, agents,
representatives, accountants and counsels shall treat as classified data and keep confidential any confidential information it/they
may receive or acquire, and shall not use or disclose the same to any third party without the prior written consent of the other
Parties or except as required by judicial or administrative proceedings or other Laws and Regulations.


 






    31


     


    

 


Article
19.3        Exempted Disclosure(a).


 





		(a)	The duty of confidentiality contemplated
                                         by this Chapter shall not apply to any information which: (i) may be disclosed in accordance
                                         with this Agreement; (ii) is publicly available at the time of disclosure through no
                                         disclosure by any Party or its Affiliates or its or their respective officers, directors,
                                         employees, agents, representatives, accountants or counsels in violation of this Agreement;
                                         (iii) is received by a Party from a bona fide third party without any duty of confidentiality;
                                         or (iv) is disclosed to the extent agreed upon by the Parties. In addition, a Party may
                                         disclose the foregoing information to its Affiliates or its or their respective investors,
                                         officers, directors, employees, partners, shareholders, agents, representatives, accountants
                                         and counsels to the extent required for the performance of this Agreement, provided,
                                         however, that such Party shall ensure that such persons shall assume the same duty of
                                         confidentiality as it.



 


		(b)	Further, for the sake of clarity, the Parties agree that
a Party and any of its Affiliates (including its or their respective officers, directors, employees, partners, members, shareholders,
agents, representatives, accountants, financial advisors and counsels) may disclose confidential information to relevant authorities
or agencies in accordance with applicable Laws and Regulations, or requirements of Government Authorities, judicial authorities
or stock exchanges or securities regulatory authorities, provided that the Party required to disclose confidential information
shall make disclosures to the required extent and shall inform the other Parties in writing prior to such disclosure.



 


Article
19.4        Term of Confidentiality(a).


 


The duty of confidentiality
will apply as of the Execution Date and will remain valid for a period of five (5) years after the termination of this Agreement.


 


Chapter XX


 


Governing Law and
Dispute Resolution


 


Article
20.1        Governing Law(a).


 


The formation, validity,
interpretation, execution of this Agreement and settlement of any disputes arising hereunder shall be governed by and in accordance
with the PRC Law.


 


Article
20.2        Dispute Resolution(a).


 


		(a)	Any dispute, controversy or claim arising
                                         out of or relating to this Agreement, or the breach, termination or invalidity thereof
                                         (the “Dispute”) shall be resolved through friendly consultations among
                                         the Parties, failing which, each Party may submit such Dispute to China International
                                         Economic and Trade Arbitration Commission (“CIETAC”) at any time for
                                         arbitration by an arbitral tribunal in Beijing in accordance with the CIETAC arbitration
                                         rules in effect at the time of submission of the Dispute.



 


		(b)	The arbitration award of the arbitral
                                         tribunal shall be final and binding upon the Parties. The Parties shall use their best
                                         efforts to ensure that any such arbitration award will be executed in a timely manner
                                         and shall provide any necessary assistance in connection therewith.



 






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		(c)	The foregoing provisions of this Article
                                         20.2 shall not prevent any Party from seeking any pre-litigation property preservation
                                         or injunctive relief which it is entitled to for any reason, including not limited to
                                         assurance as to subsequent enforcement of the arbitration award.



 


Chapter XXI


 


General Provisions



 


Article
21.1        Compliance with the Capital Increase Agreement(a).


 


Each Party hereby represents
and warrants to the other Parties that the representations and warranties made by it under the Capital Increase Agreement are
true and accurate. Each Party hereby undertakes to the other Parties that it will fully comply with all of its obligations under
the Capital Increase Agreement.


 


Article
21.2        Joint and Several Liability of the Guarantors.


 


It is unanimously agreed
by the Parties that the Controlling Shareholders shall assume joint and several liability for any and all representations, warranties,
undertakings, obligations and liabilities of the Company and the Guarantors under this Agreement vis-à-vis the Investors.


 


Article
21.3        Notice.


 


All notices and other
communications required or made under this Agreement shall be delivered in person or sent by registered mail (postage prepaid),
by commercial courier service or by facsimile to the respective Parties at the following addresses. Each notice shall also be
sent by email. Any notice so addressed to the relevant Party shall be deemed to have been duly given (i) when delivered in person
or sent by courier service or by registered mail (postage prepaid), on the day on which such notice is received or rejected at
the address for notices to such relevant Party; (ii) if sent by facsimile, on the day of successful transmission (as evidenced
by an automatically generated transmission confirmation report). The contact information of the Parties for the purposes of the
notices are:


 


		(a)	If to the Company:



 


Address: 1/F, #6, Champs Elysees, Nongyuan Road,
Futian District, Shenzhen, PRC


Telephone: 0755 82988333


Fax: 0755 83171111


Email: stephen.zheng@visionchina.cn


Contact: Zheng Yumin


 


		(b)	If to the Investors:



 


Zhongguang Investment


 


Address: 21/F, Western Tower, Guangzhou International
Financial Center, 5 Zhujiang Xi Road, Zhujiangxincheng, Tianhe District, Guangzhou


Telephone: 020-88836036


Fax: 020-88831369


Email: xds@gdcsm.com


Contact: Xie Dingshan


 




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Baidu


 


Address: Baidu Building, 10 Shangdi 10th
Street, Haidian District, Beijing


Telephone: +86-10-59927317


Fax: +86-10-59920021


Email: fangyimin@biadu.com


Contact: Fang Yimin


 


		(c)	If to the Guarantors:



 


VisionChina
Media


 


Address: 1/F, #6, Champs Elysees, Nongyuan Road,
Futian District, Shenzhen, PRC


Telephone: 0755 82988333


Fax: 0755 83171111


Email: chairman@visionchina.cn


Contact: Li Limin


 


Shenzhen
HD


 


Address: 1/F, #6, Champs Elysees, Nongyuan Road,
Futian District, Shenzhen, PRC


Telephone: 0755 82988333


Fax: 0755 83171111


Email: chairman@visionchina.cn


Contact: Li Limin


 


Shenzhen
ChampsElysee


 


Address: 1/F, #6, Champs Elysees, Nongyuan Road,
Futian District, Shenzhen, PRC


Telephone: 0755 82988333


Fax: 0755 83171111


Email: chairman@visionchina.cn


Contact: Li Limin


 


Li Limin


 


Address: 1/F, #6, Champs Elysees, Nongyuan Road,
Futian District, Shenzhen, PRC


Telephone: 0755 82988333


Fax: 0755 83171111


Email: chairman@visionchina.cn


Contact: Li Limin


 


Article
21.4        Assignment and Succession.


 


Unless otherwise specified
herein or agreed in writing by the Parties, no Party may transfer this Agreement or any of its rights and obligations hereunder
by any reason. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and the successors
and assigns thereof.


 




    34


     


    

 


Article
21.5        Severability.


 


If any provision or
other term hereof is held invalid, illegal or unenforceable in accordance with any Laws and Regulations or public policy, all
other provisions and terms shall remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any Party. Where any provision or other term hereof is
held invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to amend this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible.


 


Article
21.6        Entire Agreement.


 


This Agreement sets
forth the entire understanding and agreement among the Parties in connection with the transactions contemplated hereby, and shall
supersede any and all oral and written agreements and undertakings among the Parties prior to the Execution Date in connection
with the transactions contemplated hereby.


 


Article
21.7        Waiver.


 


Any Party hereto may
(a) extend the deadline for any other Party’s performance of any obligation or any action to be taken hereunder, (b) waive
its claim in respect of any inaccuracy of any other Parties’ representations and warranties hereunder or under any other
Transaction Document, or (c) waive its right to require any other Party to comply with any provisions herein or any condition
to be satisfied. Any such extension or waiver may only take effect upon execution of a written instrument setting forth such extension
or waiver by the Party against whom such extension or waiver may be asserted. Any Party’s waiver of any breach of this Agreement
shall not be deemed or construed as its further or continued waiver of any such breach or its waiver of any other or subsequent
breach. Unless otherwise specified herein, no failure or delay by a Party in exercising any right, power or remedy hereunder or
otherwise available to it in accordance with Laws and Regulations shall operate as a waiver thereof, nor shall any single or partial
exercise of the same by such Party preclude any other or further exercise thereof or the exercise of any other right, power or
remedy.


 


Article
21.8        Amendment.


 


This Agreement may not
be amended or modified except by a written document executed by the Parties hereto.


 


Article
21.9        Language.


 


This Agreement is executed
in Chinese.


 


Article
21.10        Copy.


 


This Agreement is made
in eight (8) copies, with each Party holding one (1) copy; all copies shall have the same legal effect.


 






    35


     


    

 


Article
21.11        Further Assurances








 


Upon reasonable request
by any Party and without further consideration, each other Party shall execute and deliver such additional instruments, and take
such further lawful actions which may be necessary or required to ensure that the transactions contemplated hereby shall be consummated
and take effect in the most expeditious manner possible. With respect to all documents to be submitted by each Party to any Government
Authority in connection with this Agreement and the transactions contemplated hereby, such Party shall consult with the other
Parties in a timely manner and shall provide any necessary information and materials, more specifically (among others), the Parties
shall use their best efforts and cooperate with each other to obtain all consents required to give effect to the transactions
contemplated by this Agreement.


 


Article
21.12        Conflict.


 


In case of any conflict
or inconsistency between this Agreement and the Articles of Association of the Company, this Agreement shall prevail. In order
to facilitate the handling of relevant governmental procedures, the Parties shall separately enter into any other contracts, agreements
or documents with respect to the matters contemplated hereunder as required by the Investors, provided, however, that in case
of any conflict or inconsistency between any such other contract, agreement or document and this Agreement, the latter shall prevail.


 


Article
21.13        Lawful Performance


 


The Company and the
Guarantors hereby agree and jointly and severally undertake and warrant to the Investors that the Investors shall enjoy the shareholder
rights provided under the Laws and Regulations of the PRC, the Articles of Association of the Company and this Agreement. To the
extent permitted or not prohibited by the Laws and Regulations of the PRC, the Company and the Guarantors shall be obliged to
take necessary actions, execute necessary documents or do other things in an manner acceptable to the Investors so as to procure
and ensure that the Investors shall enjoy the above-mentioned shareholder rights or benefit from the same economic effects and
legal protection effects as those of the above-mentioned shareholder rights.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK AND SIGNATURE PAGES TO THIS AGREEMENT TO FOLLOW]


 




    36


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


 


	 	Beijing Baidu Network Information

 Technology Co., Ltd. (Company Seal)
	 	 	 
	 	By:  	/s/ Liang Zhixiang       (Signature)
	 	 	Name:  Liang Zhixiang
	 	 	Title:  Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


 


	 	Guangdong Zhongke Baiyun New Industry

        Venture Investment Co., Ltd. (Company Seal) 

	 	 	 
	 	By:	  /s/ Guan Yibo          (Signature)
	 	 	Name:  Guan Yibo
	 	 	Title:  Legal Representative
	 	 	 
	 	Dongguan Zhongke Zhongguang Venture

        Investment Co., Ltd. (Company Seal) 

	 	 	 
	 	By:	/s/ Zheng Qiang (Signature)
	 	 	Name:  Zheng Qiang
	 	 	Title:  Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


  


	 	Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd. (Company Seal) 
	 	 	 
	 	By:  	/s/  Li Limin           (Signature)
	 	 	Name: Li Limin
	 	 	Title:  Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


 





	 	VisionChina Media Group Co., Ltd.

                    (Company Seal) 

	 	 
	 	By:  	/s/  Li Limin           (Signature)
	 	 	Name:  Li Limin
	 	 	Title: Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


  


	 	Shenzhen High Definition Digital Television

 Industry Investment Co., Ltd. (深圳市高清数字电视产业投资有限公司)
    (Company Seal) 
	 	 
	 	By:  	/s/  Li Limin           (Signature)
	 	 	Name:  Li Limin
	 	 	Title: Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


 


	 	Shenzhen Champ Elysee Venture Capital

 Management Co., Ltd. (Company Seal) 
	 	 
	 	By: 	  /s/ Li Limin                     (Signature)

	 	 	Name:  Li Limin
	 	 	Title: Legal Representative


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


IN WITNESS WHEREOF,
this Agreement has been executed by the Parties on the date which first appears above.


 


	 	Li Limin
	 	 
	 	By: 	 /s/ Li Limin                (Signature)
    
	 	Name:  Li Limin


 


Signature Page to Shareholders Agreement
of Shenzhen Qianhai VisionChina Mobile Interactive Co., Ltd.


 




     


     


    

 


Schedule I


 


List of Existing Competitors of the
Company


 


		·	Beijing
                                         16Wifi Information Technology Co., Ltd. (北京一路热点信息技术有限公司)



 


		·	Bus
                                         Online Technology Co., Ltd. (巴士在线科技有限公司)



 


		·	Shenzhen
                                         Nanfang Yingu Technology Co., Ltd. (深圳南方银谷科技有限公司)



 




     


     


    

 


Schedule II


 


List of Cities


 


	No.	 	City	 	Note
	1.	 	Shanghai	 	 
	2.	 	Guangzhou	 	 
	3.	 	Shenzhen	 	 
	4.	 	Tianjin	 	 
	5.	 	Jinan	 	 
	6.	 	Chongqing	 	 
	7.	 	Qingdao	 	 
	8.	 	Dalian	 	 
	9.	 	Ningbo	 	 
	10.	 	Xiamen	 	 
	11.	 	Chengdu	 	 
	12.	 	Wuhan	 	 
	13.	 	Harbin	 	 
	14.	 	Shenyang	 	 
	15.	 	Xi’an	 	 
	16.	 	Changchun	 	 
	17.	 	Changsha	 	 
	18.	 	Shijiazhuang	 	 
	19.	 	Suzhou	 	 
	20.	 	Foshan	 	 
	21.	 	Dongguan	 	 
	22.	 	Wuxi	 	 
	23.	 	Yantai	 	 
	24.	 	Taiyuan	 	 
	25.	 	Hefei	 	 
	26.	 	Nanchang	 	 
	27.	 	Nanning	 	 
	28.	 	Wenzhou	 	 
	29.	 	Tangshan	 	 
	30.	 	Xuzhou