EXHIBIT 4.7


 


BONA FILM GROUP LIMITED


 


SHAREHOLDERS’ AGREEMENT


 


THIS
SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of November 8, 2010 by and
among:


 


1.          Bona Film Group Limited, an exempted company incorporate
under the laws of the Cayman Islands (the “Company”);


 


2.          Bona
International Film Group Limited (), a
business company incorporated under the laws of the British Virgin Islands (the
“BVI  Company”);


 


3.          Beijing Bona New World Media Technology Co., Ltd. (), a
wholly foreign-owned enterprise registered in Beijing, PRC (the “WFOE”);


 


4.          Beijing Baichuan Film Distribution Co., Ltd. (), a
limited liability company registered in Beijing, PRC (“Beijing Baichuan”);


 


5.          Beijing Bona Film Culture Communication Co., Ltd. (), a
limited liability company registered in Beijing, PRC (“Beijing Bona Film”);


 


6.          Beijing Bona Advertising Co., Ltd. (), a
limited liability company registered in Beijing, PRC (“Bona Advertising”);


 


7.          Beijing Bona Mei Tao Culture Media
Co., Ltd. (), a limited
liability company registered in Beijing, PRC (“Bona Mei Tao”);


 


8.          Zhejiang Bona Movie and Television Production Co., Ltd. (), a limited
liability company registered in Zhejiang, PRC 


 


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(“Zhejiang Bona”);


 


9.          Bona
Entertainment Company Limited (), a company incorporated under the
laws of Hong Kong Special Administrative Region  (the
“Hong Kong Company”);


 


10.        Distribution
Workshop (BVI) Ltd., a business company
incorporated under the laws of the British Virgin Islands
(“Distribution Workshop”);


 


11.        Yu Dong ()
(PRC ID No.                 );


 


12.        SkillGreat
Limited., a business company
incorporated under the laws of the British Virgin Islands (“SkillGreat”);


 


13.        Yu Hai ()
(PRC ID No.                 )
(together with Yu Dong and SkillGreat, the “Founders” and each a “Founder”);


 


14.        Irene
Hong Tanner, a citizen of United
States with passport number      ;


 


15.        Wing
Hung Jeffrey Chan (), a
citizen of United Kingdom of Great Britain and Northern Islands with passport
number        (“Jeffery Chan”);


 


16.        Onachieve
Investments Limited, a company incorporated
under the laws of the British Virgin Islands (“Onachieve”);


 


17.        Media
Range Limited, a company incorporated
under the laws of the British Virgin Islands (“Media Range”);


 


18.        PreIPO
Capital Partners Limited, a company
incorporated under the laws of the British Virgin Islands (“PreIPO Limited”);


 


19.        Vasto
International Limited, a company
incorporated under the laws of the British Virgin Islands (“Vasto”)


 


20.        Jiang
Fengyun (), a
Hong Kong citizen,  with the ID
Number       );


 


21.        Law
Hiu Man (), a
Hong Kong citizen with the ID Number      
);


 


22.        Shi Nansun
()
(HKID No.       )) (together with Irene
Hong


 


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Tanner, Jeffrey Chan, Onachieve, Media, PreIPO
Limited, Vasto, Jiang Fengyun, Law Hiu Man, the “Ordinary Shareholders” and each an “Ordinary Shareholder”);


 


23.        SIG China Investments One, Ltd., an exempted company incorporated in the Cayman Islands (“SIG”);


 


24.        Sequoia Capital China I, L.P.,
an exempted limited partnership registered in the Cayman Islands (“Sequoia I”);


 


25.        Sequoia Capital China Partners Fund I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia Partners”);


 


26.        Sequoia Capital China Principals Fund I, L.P., an exempted limited partnership registered in the Cayman Islands (“Sequoia Principals”,
and together with Sequoia I and Sequoia Partners, “Sequoia”);


 


27.        Matrix
Partners China I, L.P., an exempted
partnership registered in the Cayman Islands;


 


28.        Matrix
Partners China I-A, L.P., an
exempted partnership registered in the Cayman Islands (together with Matrix Partners
China I, L.P., “Matrix”);


 


29.        SINA Hong Kong Limited (),
a
company incorporated under the laws of Hong
Kong Special Administrative Region  (“Sina”)


 


30.        Zero2IPO
China Fund II, L.P., an exempted limited
partnership incorporated and existing under the laws of the Cayman Islands (“Zero2IPO”);


 


31.        Wayford
Enterprises Limited, a business company
incorporated under the laws of the British Virgin Islands (“Wayford”); and


 


32.        Blooming
Capital Limited, a business company
incorporated under the laws of the British Virgin Islands (“Blooming”)


 


(the
foregoing parties collectively, the “Parties”, and each a “Party”).


 


RECITALS


 


A.           The
Company, the Hong Kong Company, Distribution Workshop, the WFOE, Beijing
Baichuan, Beijing Bona Film, Bona Advertising, Bona Mei Tao, Zhejiang
Bona,  Jeffery Chen, SIG, Matrix, Sequoia,
Sina, Zero2IPO, Wayford, Blooming and certain other parties thereto entered
into a Share Subscription
Agreement dated as of June 28, 2010 (the “Subscription Agreement”);


 


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B.            The
Company and the Ordinary Shareholders, the Series A Investors (as defined
below), Series B-1 Investors (as defined below), the Series B-2
Investors (as defined below) and Series B-3 Investors (as defined below) entered
into a Share Exchange Agreement
dated as of November 8, 2010, pursuant to which the Ordinary Shareholders,
the Series A Investors, Series B-1 Investors, the Series B-2
Investors and Series B-3 Investors agreed to exchange the entire issued
share capital of the BVI Company to the Company for certain number of shares of
the Company;


 


C.            The
BVI Company, the WFOE, Beijing Baichuan, Beijing Bona Film, Bona Advertising,
the Founders, the Ordinary Shareholders, the Series A Investors, Series B-1
Investors, the Series B-2 Investors and Series B-3 Investors entered
into a Shareholders Agreement dated as of July 19, 2010 (the “Original Agreement”). 
The parties to this Agreement, being sufficient to amend and waive all
provisions of the Original Agreement, desire to terminate the Original
Agreement and accept the rights, obligations and covenants set forth herein in
lieu of the rights, obligations and covenants set forth under the Original
Agreement; and


 


D.            As
the date hereof, Yu Dong owns beneficially and of record one hundred percent
(100%) of the equity interests in the capital of SkillGreat.


 


THE PARTIES AGREE AS
FOLLOWS:


 


1.             Certain Definitions.
As used in this Agreement, the following terms have the following respective
meanings:


 


“Adherence Deed” means
an adherence deed in the form attached hereto as EXHIBIT B.


 


“Affiliate” means, in
respect of a Person, any other Person that, directly or indirectly, through one
or more intermediaries, Controls, is Controlled by, or is under common Control
with, such Person, and (a) in the case of a natural Person, shall include,
without limitation, such Person’s spouse, parents, children, siblings,
mother-in-law and father-in-law and brothers and sisters-in-law, (b) in
the case of a Investor, shall include any Person who holds Shares as a nominee
for such Investor, and (c) for the purpose of Sections 5.8 and 22.3(e) only,
in respect of a Investor, shall also include (i) any shareholder of such
Investor, (ii) any entity or individual which has a direct and indirect
interest in such Investor (including, if applicable, any general partner or
limited partner) or any fund manager thereof; (iii) any Person that
directly or indirectly Controls, is Controlled by, under common Control with,
or is managed by such Investor or its fund manager, (iv) the relatives of
any individual referred to in (ii) above, and (v) any trust
Controlled by or held for the benefit of such individuals.


 


“Agreement” has the
meaning set forth in the preamble to this Agreement.


 


“Blue Sky” means the
laws or statutes of any state of the United States of America or any other
jurisdiction regulating the sale of corporate securities within that state


 


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or
jurisdiction.


 


“Board” means the
Company’s board of Directors as constituted from time to time.


 


“Bona Ying Long” means Beijing Bona Ying Long Performance Brokerage
Co., Ltd. ().


 


“Business Day” means
any day, excluding Saturdays and Sundays, on which banks in Hong Kong, the
State of New York, U.S.A., and Amsterdam, The Netherlands are generally open
for business.


 


“Commission” means the
United States Securities and Exchange Commission, as constituted from time to
time, or any successor agency charged with administering the Securities Act
and/or the Exchange Act.


 


“Control” with respect
to any third Person shall have the meaning ascribed to it in Rule 405
under the U.S. Securities Act of 1933, as amended, and shall be deemed to exist
in favor of any Person (a) when such Person holds at least 20 percent of
the outstanding voting securities of such third Person and no other Persons
owns a greater number of outstanding voting securities of such third Person or (b) over
other members of such Person’s immediate family.  Immediate family members include, without
limitation, a Person’s spouse, parents, children, siblings, mother-in-law and
father-in-law and brothers and sisters-in-law. 
The terms “Controlling”
and “Controlled”
have meanings correlative to the foregoing.


 


“Co-Sale Ratio” with
respect to a Co-Sale Shareholder, means the ratio of (a) the number of
Ordinary Share Equivalents owned by such Co-Sale Shareholder on the date of the
Transfer Notice to (b) the total number of Ordinary Share Equivalents
owned by the Transferring Shareholder and all the Co-Sale Shareholders on the
date of the Transfer Notice.


 


“Co-Sale Right” has the meaning
set forth in Section 5.2 of this Agreement.


 


“Co-Sale Shareholders”
means Shareholders exercising the Co-Sale Right, and “Co-Sale Shareholder”
means any one of them.


 


“Covenantors” means
the Company, the BVI Company, the Hong Kong Company, Distribution Workshop,
Wisdom Sea, the WFOE, the Domestic Companies, each Founder and each Ordinary
Shareholder.


 


“Damages” has the
meaning set forth in Section 13.1 of this Agreement.


 


“Directors” means the
directors of the Company, and “Director” means any one of them.


 


“Distribution HK”
means Distribution Workshop (HK) Ltd., a company organized


 


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under
the laws of Hong Kong.


 


“Domestic Companies”
means Beijing Baichuan, Beijing Bona Film, Bona Advertising, Bona Ying Long,
Bona Mei Tao, and Zhejiang Bona.


 


“ESOP” means the Company’s
employee stock option program duly approved in accordance with this Agreement
and the Articles of Association of the Company or duly assumed by the Company
from the BVI Company.


 


“Exchange Act” means
the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as from time to time
in effect.


 


“Form F-3” means Form F-3
issued by the Commission or any substantially similar form then in effect.


 


“Founders” has the
meaning set forth in the preamble to this Agreement.


 


“Group” or “Group Companies”
means the Company, the BVI Company, the Hong Kong Company, Distribution
Workshop, Distribution HK, Wisdom Sea, the WFOE, the Domestic Companies and
their respective Subsidiaries from time to time, and “Group Company” means
any one of them.


 


“Holder” means any
holder of outstanding Registrable Securities.


 


“Initiating Holders”
means Holders who in the aggregate hold at least twenty-five percent (25%) of
the Registrable Securities.


 


“Investor Consent”
means, at the time of its determination, the prior written consent of holders
representing a majority of the Series A Preferred Shares in aggregate, as
adjusted in accordance with their terms, or securities resulting from the
conversion or exchange of such Series A Preferred Shares and a majority of
the Series B Preferred Shares in aggregate, as adjusted in accordance with
their terms, or securities resulting from the conversion or exchange of such Series B
Preferred Shares.


 


“Investors” means,
collectively, the Series A Investors and the Series B Investors.


 


“Investor Representatives”
means the SIG Representative, Sequoia Representative, and Matrix Representative,
and “Investor
Representative” means any one of them.


 


“Issuance Notice” has
the meaning set forth in Section 4.2 of this Agreement.


 


“Matrix Representative”
has the meaning set forth in Section 3.1(b) of
this Agreement.


 


“New Securities” means
any share capital of the Company (including reissued


 


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shares),
whether authorized or not, and any rights, options, or warrants to purchase
share capital of the Company, any notes, debentures, preferred stock or shares
and securities of any type whatsoever that are ultimately, or may become, convertible
into capital stock of the Company issued (or, pursuant to Clause 2(c) of Schedule
A of the Articles of Association of the Company, deemed to be issued) by the
Company. “New Securities”
does not include: (a) Ordinary Shares issued upon conversion of the Preferred
Shares; (b) securities issued as a dividend or distribution on the Preferred
Shares or any event for which adjustment is made pursuant to Clauses 2(f), 2(g) or
2(h) of Schedule A to the Articles of Association, (c) securities
offered to the public pursuant to a registration statement or registered
prospectus in respect of a Qualified IPO, (d) Ordinary Shares issued or
issuable to officers, directors, and employees of, and consultants to, the
Group pursuant to options or awards under the ESOP approved in accordance with Section 19.1
of this Agreement, or (e) securities or share capital issued to all
Shareholders pro rata without consideration pursuant to a stock dividend, stock
split, or similar transaction.


 


“Ordinary Share Equivalents”
means the number of issued and outstanding Ordinary Shares, and Ordinary Shares
into which issued and outstanding Preferred Shares and other securities are
convertible.


 


“Ordinary Shareholders
Representatives” has the meaning set forth in Section 3.1(b) of
this Agreement, and “Ordinary
Shareholder Representative” means any one of them.


 


“Ordinary Shares”
means the ordinary shares, par value US$0.0005 per share, of the Company.


 


“Person” means any
individual, sole proprietorship, partnership, firm, joint venture, estate,
trust, unincorporated organization, association, corporation, institution,
public benefit corporation, entity or governmental authority or other entity of
any kind or nature.


 


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


 


“Preferred Shares”
means, collectively, the Series A Preferred Shares and the Series B
Preferred Shares.


 


“Prohibited Transfer”
has the meaning set forth in Section 5.6 of this Agreement.


 


“Pro Rata Ratio” with
respect to any Investor or Yu Dong, means the ratio of: (a) the total
number of Ordinary Share Equivalents held by that Investor or Yu Dong (both
directly and indirectly through SkillGreat or other entity) to (b) the
total number of Ordinary Share Equivalents held by all Investors and Yu Dong
(both directly and indirectly through SkillGreat or other entity).


 


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“Pro Rata Share” with
respect to any Investor or Founder, means the ratio of: (a) the total
number of Ordinary Share Equivalents held by that Investor or Founder (in case
of Yu Dong, both directly and indirectly through SkillGreat or other entity) to
(b) the total number of Ordinary Share Equivalents held by all Investors
and Founders (in case of Yu Dong, both directly and indirectly through
SkillGreat or other entity).


 


“Qualified IPO” means
the closing of the Company’s first firm commitment, underwritten public
offering of Ordinary Shares or securities representing Ordinary Shares in
connection with which Ordinary Shares or such securities is listed and becomes
publicly traded on an internationally recognized securities exchange (including
the Stock Exchange of Hong Kong) or the NASDAQ National Market or the issue or
transfer of shares in a company whose shares are listed on an internationally
recognized stock exchange (including the Stock Exchange of Hong Kong) or on
NASDAQ National Market for which shares approval for listing and trading has
been duly obtained and which shares are issued or transferred in consideration
of the acquisition of the Ordinary Shares of the Company, provided, however,
that such transaction or listing shall result in aggregate proceeds to the
Company of at least US$60,000,000 (before deduction for underwriters’
commissions and expenses), and that the market capitalization of the Company
immediately after such transaction or listing shall be at least US$300,000,000.


 


“Register”, “Registered”, and “Registration” means a
registration of securities effected by preparing and filing a registration
statement on Form F-1, S-1, SB-2, F-3 or S-3 in compliance with the
Securities Act, or on any comparable form in connection with a registration in
a jurisdiction other than the United States (a “Registration Statement”), and the
declaration or ordering of the effectiveness of that Registration Statement by
the Commission.


 


“Registrable Securities”
means all Ordinary Shares not previously sold to the public but issued or
issuable to the Investors including: (a) Ordinary Shares issuable upon
conversion or exercise of any of the Preferred Shares; (b) Ordinary Shares
issued pursuant to stock splits, stock dividends, and similar distributions to
the Investors; and (c) any securities of the Company granted registration
rights pursuant to Section 7 or 8 of this Agreement; and for the purpose
of Section 8, include 158,536 Ordinary Shares held by SkillGreat and
317,072 Ordinary Shares held by Jeffery Chan (as adjusted for stock splits,
stock dividends, reverse stock splits and the like).


 


“Registration Expenses”
means all expenses incurred by the Company in complying with Section 7 or
8 of this Agreement, including, without limitation, all federal and state
Registration, qualification, and filing fees, printing expenses, any fees,
commissions, expenses and disbursements of underwriters customarily paid by
similarly situated companies in connection with underwritten offerings of
equity securities to the public, fees and disbursements of counsel for the Company
and one special counsel for all Holders (if different from counsel to the
Company), Blue Sky fees and expenses, and the expense of any special audits
incident to or required by


 


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any
Registration, but excluding Selling Expenses.


 


“Registration Statement”
has the meaning set forth in the definition of “Registration” above.


 


“Related Party” shall
mean, with respect to any Person, (a) any Affiliate of such Person, (b) each
Person that serves as a director, officer, partner, executor, or trustee of
such Person (or in any other similar capacity), (c) any Person with
respect to which such Person serves as a general partner or trustee (or in any
other similar capacity), (d) any Person that has direct or indirect beneficial
ownership of voting securities or other voting interests representing at least
10 percent of the outstanding voting power or equity securities or other equity
interests representing at least 10 percent of the outstanding equity interests
(a “Material Interest”)
in such Person, and (e) any Person in which such Person holds a Material
Interest.


 


“Reserved Matters” has
the meaning set forth in Section 19.1 of this Agreement.


 


“Right of First Refusal”
has the meaning set forth in Section 5.1 of this Agreement.


 


“Right of Participation”
has the meaning set forth in Section 4.1 of this Agreement.


 


“Rule [followed by a
number]” means the Rule of the same number promulgated by the
Commission under the Securities Act.


 


“Sale of the Company”
means (a) the sale, lease or other disposition (in one or a series of
related transactions) of all or substantially all of the Company’s assets to
one Person or a group of Persons acting in concert (other than the Company or
any of its Controlled Affiliates), including a sale (or multiple related sales)
of one or more Subsidiaries (whether by way of merger, consolidation,
recapitalization, reclassification, reorganization or sale of all or
substantially all of the assets or securities) which constitute all or
substantially all of the consolidated assets or business of the Company, (b) the
sale, exchange or transfer, in one or a series of related transactions, of a
majority of the outstanding capital stock of the Company to one Person or a
group of Persons acting in concert, under circumstances in which the holders of
a majority in voting power of the outstanding capital stock of the Company
immediately prior to such transaction beneficially own less than a majority in
voting power of the outstanding capital stock of the Company or the acquiring
Person immediately following such transaction, or (c) a merger,
consolidation, amalgamation, recapitalization, reclassification, reorganization
or similar business combination transaction involving the Company under
circumstances in which holders of a majority in voting power of the capital
stock of the Company immediately prior to such transaction beneficially own
less than a majority in voting power of the outstanding capital stock of the
Company, or the surviving or resulting corporation or acquirer, as the case may
be, immediately following such transaction.


 


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


 


9

















 


rules and
regulations of the Commission promulgated thereunder, all as from time to time
in effect.


 


“Selling Expenses” means all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of
Registrable Securities pursuant to this Agreement.


 


“Senior Manager” means, with respect to any Group
Company, the chief executive officer of such company and any member of
management reporting directly to the board of directors or chief executive
officer, managing director, chairman or legal representative of such company.


 


“Sequoia Representative” has the meaning set forth in Section 3.1(a) of
this Agreement.


 


“Series A Investors” means SIG and Sequoia.


 


“Series A Preferred Shares” means the Series A
redeemable convertible preferred shares, par value US$0.0005 per share, of the
Company.


 


“Series A Representatives” means the SIG
Representative and Sequoia Representative, and “Series A Representative” means any
one of them.


 


“Series B Investors” means Matrix, Sequoia, Sina,
Zero2IPO, Wayford and Blooming.


 


“Series B Preferred Shares” means, collectively, Series B-1
Preferred Shares, Series B-2 Preferred Shares and Series B-3
Preferred Shares of the Company.


 


“Series B-1 Preferred Shares” means the Series B-1
redeemable convertible preferred shares, par value US$0.0005 per share, of the
Company.


 


“Series B-2 Preferred Shares” means the Series B-2
redeemable convertible preferred shares, par value US$0.0005 per share, of the
Company.


 


“Series B-3 Preferred Shares”
means the Series B-3 redeemable convertible preferred shares, par value
US$0.0005 per share, of the Company.


 


“Shares” means any
Ordinary Shares or Preferred Shares.


 


“Shareholders” means
the holders of Shares, and “Shareholder” means any one of them.


 


“SIG Representative”
has the meaning set forth in Section 3.1(a) of this Agreement.


 


“Significant Shareholder”
means, as at the date of determination, any Shareholder


 


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holding one percent or more of all Shares in issue.


 


“Stock” has the meaning set forth in Section 5.1 of
this Agreement.


 


“Subsidiary” means, with respect to any Person that is
not an individual, any corporation, partnership, or other entity, Controlled by
such Person.


 


“Transaction Documents” means the Subscription Agreement,
this Agreement and the Memorandum and Articles of Association of the Company.


 


“Transfer Notice” has the meaning set forth in Section 5.1
of this Agreement.


 


“Transferring Shareholder” has the meaning set forth in Section 5.1
of this Agreement.


 


“Underwriter’s
Representative” has the meaning set forth in Section 7.5(a) of
this Agreement.


 


“US GAAP”
means the Generally Accepted Accounting Principles in the United States.


 


“Wisdom Sea”
means Wisdom Sea Group Limited (), a
business company incorporated under the laws of the British Virgin Islands.


 


2.             Financial Statements and Reports and Information and
Inspection Rights.


 


2.1           Financial Statements and Reports to Shareholders. The Company covenants and agrees that, commencing on the date of this
Agreement and ending upon a Qualified IPO, the Company shall deliver to each
Investor in English and in a form acceptable to such Investor:


 


(a)           within
90 days after the end of each fiscal year of the Group, an audited consolidated
balance sheet of the Group as of the end of that year and audited consolidated
statements of income, shareholders’ equity, and cash flow for that year, which
year-end financial statements shall be detailed and shall be prepared in
accordance with US GAAP, consistently applied and accompanied by the opinion of
an accounting firm approved by the Company and the Investors;


 


(b)           within
45 days after the end of the first, second and third fiscal quarters in each
fiscal year of the Group, an unaudited consolidated quarterly income statement,
balance sheet and cash flow statement of the Group and quarterly management
review reports detailing certain operational performance indicators of the
Group in a format acceptable to the Investors;


 


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(c)           within
30 days after the end of each calendar month that is not also the end of fiscal
year or a fiscal quarter, unaudited management accounts of the Group.


 


(d)           at
least 45 days prior to the end of each fiscal year of the Group after 2007, the
annual consolidated budget of the Group for the next fiscal year; and


 


(e)           upon
the written request of an Investor Representative, any other information as
such Investor Representative may reasonably request.


 


2.2           Information and Inspection Rights.


 


(a)           The
Company covenants and agrees that, commencing on the date of this Agreement and
ending upon a Qualified IPO, each Investor shall have the right to inspect the
facilities, records and books of the Group Companies during normal business
hours
following reasonable notice to such Group
Company
and only in a manner so as not to interfere with the normal business operations
of such Group Company, which shall include the
right, without limitation, to discuss the business, operations and financial
condition of the Group Companies with their respective directors, officers,
employees, accountants, legal counsel or investment bankers.


 


(b)           Following
a Qualified IPO, the Company shall deliver to each Investor copies, where
applicable, of the Group’s annual reports to shareholders and quarterly and
interim reports to shareholders and all other filings with any regulatory
agency or any securities exchange promptly after such documents are filed.


 


2.3           Each
Investor covenants and agrees that it may exercise its rights under this Section only
for purposes reasonably related to its interests under this Agreement and
related agreements and shall not use the information obtained pursuant to this Section for
any purpose other than in connection with the evaluation of the performance and
prospects of the Group Companies, and its investment in the Company.


 


3.             Election
of Directors; Management.


 


3.1           Board Composition.
The number of persons comprising the Board shall be seven.  Each Founder and each Ordinary Shareholder
agrees that, at each meeting of the shareholders of the Company called for the
purpose of electing the Board, it shall vote all of its shares of the Company
entitled to vote, and exercise any other rights or powers it has over the
Company as follows:


 


(a)           Series A Representatives.
The Series A Investors representing a majority of the Series A Preferred
Shares as adjusted in accordance with their terms, shall be entitled to
nominate, and to remove from office and replace two


 


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Directors, provided that, for so long as SIG holds 10
percent or more of the Series A Preferred Shares, as adjusted in
accordance with their terms, or securities resulting from the conversion or
exchange of such Series A Preferred Shares, SIG shall have the sole and
irrevocable right to exercise such rights of nomination, removal and
replacement on behalf of the Series A Investors with respect to one such
Director (the “SIG
Representative”), and for so long as Sequoia holds 10 percent or
more of the Series A Preferred Shares, as adjusted in accordance with
their terms, or securities resulting from the conversion or exchange of such Series A
Preferred Shares, Sequoia shall have the sole and irrevocable right to exercise
such rights of nomination, removal and replacement on behalf of the Series A
Investors with respect to one such Director (the “Sequoia Representative” and together
with the SIG Representative, the “Series A Representatives”). A Series A
Representative shall have the right to appoint alternates or proxies to attend
any meeting of the Board. The Series A Investors shall at all times have
the right to appoint such additional Directors as Series A Representatives
that (together with any existing Series A Representatives) represent, as a
proportion of the Board, at least the proportion of the Company’s issued Shares
represented by the Series A Preferred Shares.


 


(b)           Matrix Representative.
 For as long as Matrix (including its
Affiliates) holds 5 percent or more of the Series B Preferred Shares of
the Company, as adjusted in accordance with their terms, or securities
resulting from the conversion or exchange of such Series B Preferred
Shares, Matrix shall be entitled to nominate and to remove from office and
replace one Director (the “Matrix
Representative” and together with the Series A
Representatives, the “Investor Representatives”).  Matrix Representative shall have the right to
appoint alternate or proxy to attend any meeting of the Board.


 


(c)           Ordinary Shareholders Representatives. Shareholders representing a majority of the Ordinary Shares shall be
entitled to nominate and remove from office and replace four individuals for
appointment as Directors (the “Ordinary Shareholders Representatives”).


 


(d)           Observer Right.
Investors representing a majority of the Series A Preferred Shares, investors
representing a majority of the Series B Preferred Shares, and holders of a
majority of the Ordinary Shares may each appoint one non-voting observer who
may attend meetings of the Board. Any such non-voting observer shall not have
the right to vote on matters tabled before the Board and shall be required to
enter into such confidentiality and inventions agreement, and non-competition
and non-solicitation agreement with the Company as the Board may require.


 


(e)           Appointment of Certain Officers. Without prejudice to any other Person’s right to nominate (if any), the
Investors may nominate Senior Managers


 


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(including the Chief Executive Officer, Chief
Financial Officer, Chief Operating Officer and Chief Technology Officer), and
other key management personnel and key technical personnel of the Group, for
appointment by the Board or the boards of directors of other members of the
Group, as the case may be.


 


3.2           Control of WFOE. The
WFOE and the legal representative of the WFOE shall act, and the Covenantors,
jointly and severally, shall cause the WFOE and the legal representative of the
WFOE to act, solely in accordance with the directions of the Board.


 


3.3           Expenses.
The Company shall reimburse each Investor Representative for all reasonable
expenses incurred by such Investor Representative relating to Board activities,
including but not limited to reasonable travel expenses incurred to attend
Board meetings, up to US$5,000 per annum with respect to all Directors
appointed by each Investor.


 


3.4           Insurance; Indemnification.


 


(a)        If
the Board so requires, the Company shall:


 


(i)         purchase
and, at all times, maintain for the benefit of each Director and his alternate,
insurance against liability for negligence (including gross negligence),
default (including willful default), breach of duty and breach of trust for
such insured amounts as the Board requires; and


 


(ii)        deliver
to each Director a copy of the policy documents in relation to such insurance.


 


(b)       The
Company shall indemnify and hold harmless each Investor Representative and his
alternate, to the fullest extent permissible by law, from and against all liabilities,
damages, actions, suits, proceedings, claims, costs, charges and expenses
suffered or incurred by or brought or made against such Investor Representative
or his alternate as a result of any act, matter or thing done or omitted to be
done by him in good faith in the course of acting as a Director or alternate
Director, as applicable, of the Company, by delivering to such Investor
Representative or his alternate, at the time of appointment as a Director or an
alternate Director, a deed of indemnity duly executed by the Company
substantially in the form attached hereto as EXHIBIT A.


 


3.5           At
least 14 Business Days’ written notice shall be given to each Director of any
meeting of the Board unless all the Directors approve a shorter notice period.
Any notice shall include an agenda identifying in reasonable detail the matters
to be discussed at the meeting together with copies of any relevant papers to
be discussed at the meeting.  If any
matter is not identified in reasonable detail in the agenda, the Board shall
not decide upon it, unless all Directors agree in writing. No


 


14

















 


amendments
or additions shall be made to such agenda following such delivery without the
unanimous consent of all the Directors.  Minutes
of each meeting of the Board shall be sent to each Director within 30 days of
the conclusion of such meeting.


 


3.6           Any
Director may participate in any meeting of the Board by telephone, video
conference or other means by which all participants may speak to and hear each
other, and any Director so participating shall be deemed to be present in
person at such meeting.


 


3.7           Matters
arising at any meeting of the Board shall be decided by voting, with each
Director having one vote.  Any decision,
action or resolution of the Board shall require the affirmative votes of a
majority of the Directors present and voting at a duly-convened meeting of the
Board, who are entitled to attend and vote at that meeting, except that the
following acts require the affirmative vote from the Investor Representatives:


 


(i)        any increase in the
remuneration package of such officers or of officers of the Company whose
remuneration exceeds US$50,000 per year;
and


 


(ii)       issuances of the Ordinary Shares under the ESOP, including the ESOP to Yu Dong (both directly and
indirectly through SkillGreat or other entity)  provided that
the profit of the Company has met a certain amount jointly decided by the
Investors.


 


The Investor
Representatives’ veto rights specified in this Section 3.7(i) shall
be terminated upon the establishment of the Compensation Committee specified in
Section 20.1.


 


3.8           A
resolution signed in writing by all the Directors (which resolution may consist
of several counterparts) shall be as valid and effective as if passed at a duly
convened meeting of the Board.


 


4.             Right
of Participation.


 


4.1           Right of Participation and Right of Oversubscription With
Respect to New Securities. Subject to the
provisions of Sections 4.2 and 4.3, the Company grants to each Investor and each
Founder the right of participation (the “Right of Participation”) to purchase its Pro
Rata Share of New Securities which the Company may, from time to time, propose
to allot and issue and the right of oversubscription if any other Investor or
Founder elects not to purchase its Pro Rata Share of such New Securities (the “Oversubscription Right”).  The Company shall offer to the Investors and
Founders for subscription of their Pro Rata Share of the New Securities on the
same terms and at the same price at which the Company proposes to allot and
issue the New Securities. The New Securities which have not been accepted for
subscription by the Investors or Founders who fail to exercise


 


15

















 


their rights of participation or fail to complete
the purchase of their Pro Rata Shares shall first be offered to the Investors
and Founders who have exercised their Oversubscription Rights within the
Issuance Notice Period pro rata to the number of additional New Securities which
such Investors and Founders have agreed to take up above their Pro Rata Shares
provided that no Investor or Founder shall be obliged to purchase more New
Securities above its Pro Rata Share than such additional New Securities it
indicates its agreement to take up under this Section 4.1. Thereafter the
Company shall have the right to sell all remaining New Securities pursuant to Section 4.3
of this Agreement.


 


4.2           Issuance Notice.
In the event the Company proposes to issue New Securities, it shall give each
Investor and each Founder a written notice (the “Issuance Notice”) of its intention,
describing the type of New Securities, the price, the terms upon which the
Company proposes to issue the same, and an offer for subscription the number of
shares which that Investor or Founder is entitled to purchase pursuant to Section 4.1
of this Agreement, and a statement that each Investor and each Founder shall
have 20 days from the date of receipt of the Issuance Notice to accept the
offer for subscription under Issuance Notice (the “Issuance Notice Period”).
Within the Issuance Notice Period, each Investor and each Founder may elect to
purchase its Pro Rata Share of the New Securities and to exercise its
Oversubscription Right for the price and upon the terms specified in the
Issuance Notice by: (a) giving written notice to the Company within the
Issuance Notice Period, (b) forwarding payment for its Pro Rata Share of
New Securities to the Company if immediate payment is required by the terms of
the Issuance Notice, and (c) if the Oversubscription Right is exercised,
the amount of additional New Securities it agrees to purchase above its Pro
Rata Share.


 


4.3           Sale of New Securities.
In the event that an Investor or a Founder fails to exercise its right of
participation within the Issuance Notice Period and subject to the other
Investors’ and Founders’ Oversubscription Rights, the Company shall have 90
days thereafter to sell or enter into an agreement (pursuant to which the sale
of New Securities covered by the Issuance Notice shall be closed, if at all,
within 60 days after the date of that agreement) to allot and issue the New
Securities in respect of which the Investor’s or Founder’s rights were not
exercised, at a price and upon terms no more favorable to the subscriber of the
New Securities than specified in the Issuance Notice. In the event the Company
has not sold the New Securities within this 90-day period (or allotted and
issued New Securities in accordance with the foregoing within 60 days from the
date of the agreement), the Company shall not thereafter allot or issue any New
Securities without first offering the New Securities to each Investor and each
Founder in the manner provided above.


 


16

















 


5.             Right of First Refusal; Co-Sale Right.


 


5.1           Right of First Refusal.


 


(a)        Subject
to the provisions of this Section 5.1 and Sections 5.6 and 5.8 of this
Agreement, if any Shareholder (other than Yu Dong ((and SkillGreat and other
entity wholly owned by him)) and other than an Investor) (the “Transferring Shareholder”)
proposes to sell or otherwise transfer any Shares or other voting securities
(or securities convertible into or exchangeable for voting securities) of the
Company now owned or subsequently acquired by the Transferring Shareholder (the
“Stock”)
or any interest therein to any Person, then Yu Dong (or SkillGreat or other
entity wholly owned by him) and the Investors shall have the right of first
refusal (the “Right of
First Refusal”) to purchase the Stock proposed to be sold or
otherwise transferred.


 


(b)        The
Transferring Shareholder shall give a written notice (the “Transfer Notice”) to Yu
Dong and the Investors describing fully the proposed transfer, including the
number of shares proposed to be transferred, the proposed transfer price, and
the name and address of the proposed transferee. The Transfer Notice shall be
signed by the Transferring Shareholder, accompanied by a written certification
by such Transferring Shareholder that the proposed transferee is a bona fide
purchaser and that the Transfer Notice constitutes a binding commitment of the
Transferring Shareholder and the proposed transferee, with or without
conditions, for the transfer of that Stock subject to the Right of First
Refusal.


 


(c)        Yu
Dong (or SkillGreat or other entity wholly owned by him) and each Investor shall
then have the right to purchase its/his Pro Rata Ratio of the Stock subject to
the Transfer Notice at a price per share equal to the proposed per share
transfer price, by delivery of a notice of exercise of its Right of First
Refusal within 20 days after the date the Transfer Notice is delivered to Yu
Dong and the Investors.


 


(d)        To
the extent Yu Dong (or SkillGreat or other entity wholly owned by him) or any
Investor elects not to exercise its/his Right of First Refusal with respect to
its/his Pro Rata Ratio of the Stock subject to the Transfer Notice, the other
Investors who have exercised their Right of First Refusal (the “Electing Shareholders”)
shall have the additional right within 10 days after the expiration of the 20-day
period specified above to buy its pro rata share of the Stock subject to the
Transfer Notice with respect to which the Right of First Refusal has not been
exercised (the “Unpurchased
Stock”).  For purposes of the
preceding sentence, each Electing Shareholder’s pro rata share of the
Unpurchased Stock shall be a fraction, the numerator of which shall be the
number of Stock purchased by such Electing Shareholder pursuant to clause (c) of
this Section 5.1 and the denominator of which shall be the total number of
Stock purchased by all the Electing Shareholders pursuant to clause (c) of
this Section 5.1; provided that no Electing Shareholder shall be obligated
to purchase more Unpurchased Stock than it indicates its agreement to purchase


 


17

















 


under this clause (d).


 


(e)        If
the purchase price for the Stock specified in a Transfer Notice is payable in
securities or property other than cash (or evidence of cash indebtedness), the
Electing Shareholders shall have the right to pay the purchase price in such
securities or property (or in cash equivalent to the fair market value of such
securities or property), and the Transferring Shareholder shall, before the
dispatch of the Transfer Notice, appoint a third party valuer (the “Valuer”) approved in
advance by the Electing Shareholders to determine such fair market value as at
the latest practicable date prior to the Transfer Notice reasonably selected by
the Valuer. The determination of such fair market value by the Valuer shall, in
the absence of manifest error, be final and conclusive and shall be included in
the Transfer Notice together with a copy of the report from the Valuer stating
the basis for calculating such fair market value. The costs of appointing the
Valuer shall be borne equally by the Transferring Shareholder on the one hand,
and the Electing Shareholders on the other hand. The Valuer shall act as an
expert and not as an arbitrator.


 


(f)         Subject
to Sections 5.8 and 19.1, Yu Dong has the right to transfer up to 5% of the outstanding
Shares or other voting securities (or securities convertible into or
exchangeable for voting securities) on an as-if-converted basis in the Company
held by him (both directly and indirectly through SkillGreat or other entity) without
any restriction under this Section 5.1. 
If Yu Dong proposes to sell or otherwise transfer any Stock representing
more than 5% of the outstanding Shares or other voting securities (or
securities convertible into or exchangeable for voting securities) on an
as-if-converted basis in the Company held by him (both directly and indirectly
through SkillGreat or other entity) or any interest therein to any Person, then
any Stock in excess of such 5% shall be subject to the Right of First Refusal
in favor of the Investors (but not Yu Dong) set forth in Sections 5.1 (a) to
(d) above.


 


5.2           Right of First Refusal With Respect to Preferred Shares.


 


(a)            Investor Notice of Sale.
No Investor (the “Selling
Investor”) shall sell or transfer any Preferred Shares, or
Ordinary Shares after converted from the Preferred Shares, held by it (the “Investor Transfer Shares”)
unless it first complies with this Section 5.2.  Each Investor hereby unconditionally and
irrevocably grants to the other Investors a Right of First Refusal to purchase
its pro-rata portion of the Investor Transfer Shares that such Investor may
propose to transfer, at the same price and on the same terms and conditions as
those offered to the prospective transferee. 
The Selling Investor shall promptly give written notice (the “Investor Transfer Notice”)
to the other Investors and Yu Dong, describing in reasonable detail the
proposed sale or transfer including, without limitation, the number of Investor
Transfer Shares, the nature of such sale or transfer, the consideration to be
paid, and


 


18

















 


the name and the address of each prospective
purchaser or transferee.


 


(b)           Reply Notice.  Subject to Section 5.2 (g) below, each
Investor who wishes to purchase Investor Transfer Shares (an “Exercising Investor”)
shall within 20 days from the date of receipt of the Investor Transfer Notice
provide the Selling Investor with a written notice (a “Reply Notice”)
specifying the maximum number of any Investor Transfer Shares which it
irrevocably commits to purchase (the “Exercise Amount”).  A failure by an Investor to respond within
such 20-day period shall be deemed to constitute a decision by such Investor
not to purchase any Investor Transfer Shares. 
For the avoidance of doubt, each Exercising Investor may specify in its
Reply Notice an Exercise Amount higher or lower than its Proportionate Amount
(as defined in clause (d) of this Section 5.2). The Investor Transfer
Shares shall be allocated among the Exercising Investors (with rounding to
avoid fractional shares) in proportion to their respective Proportionate
Amounts and on the same material terms and conditions as specified in the
Investor Transfer Notice, provided that in no event shall an amount greater
than an Exercising Investor’s Exercise Amount be allocated to such Exercising
Investor.


 


(c)           Excess Investor Transfer Shares. Any Investor Transfer Shares not allocated to Exercising Investors
pursuant to clause (b) of this Section 5.2 (“Excess Investor Transfer Shares”)
shall be allocated among the Exercising Investors whose Exercise Amounts have
not yet been satisfied pursuant to clause (b), in proportion to each Exercising
Investor’s respective Excess Proportionate Amount (with rounding to avoid
fractional shares); provided that in no event shall an Exercising Investor be
required to purchase more Investor Transfer Shares pursuant to this clause (c) than
the Exercise Amount specified by such Exercising Investor in its Reply Notice.
The procedures set out in this clause (c) shall be repeated until the
Exercise Amounts of all Exercising Investors have been satisfied or until all
the Investor Transfer Shares have been fully allocated to the Exercising
Investors, whichever occurs first.


 


(d)           Proportionate Amount.
An Exercising Investor’s “Proportionate
Amount” is equal to the product obtainable by multiplying (x) the
total number of Investor Transfer Shares, by (y) a fraction, the numerator
of which shall be the number of Ordinary Share Equivalents held by such
Exercising Investor (on an as converted basis) on the date of the Investor
Transfer Notice and the denominator of which shall be the aggregate number of
all Ordinary Share Equivalents held by all the Exercising Investors (on an as converted
basis) on the date of the Investor Transfer Notice.


 


(e)           Excess Proportionate Amount.
An Exercising Investor’s “Excess
Proportionate Amount” is equal to the product obtainable by
multiplying (x)


 


19

















 


the total number of Excess Investor Transfer
Shares, by (y) a fraction, the numerator of which shall be the number of
Ordinary Share Equivalents held by such Exercising Investor (on an as converted
basis) on the date of the Investor Transfer Notice and the denominator of which
shall be the aggregate number of Ordinary Share Equivalents held, on the date
of the Investor Transfer Notice, by all the Exercising Investors (on an as
converted basis) whose Exercise Amount has not yet been satisfied after
employing the procedures set out herein.


 


(f)            In
the event the Investors other than the Selling Investor fail to agree to
purchase all of the Investor Transfer Shares within the respective periods
given above, the Selling Investor shall not be obligated to sell any of the
Investor Transfer Shares to the Exercising Investors. The Selling Investor
shall have 90 days from the date of delivery of the Investor Transfer Notice to
sell the Investor Transfer Shares at the price and upon terms and conditions no
more favorable to the transferee than specified in the original Investor
Transfer Notice. In the event that the Selling Investor has not sold the
Investor Transfer Shares within this 90-day period, the Selling Investor shall
not thereafter sell any Shares without first offering such shares to the other
Investors in the manner provided in this Section 5.2 above.


 


(g)           Notwithstanding
the above, if the Selling Investor intends to sell any Investor Transfer Shares
to any of the Company’s Competitors, Yu Dong (or SkillGreat or other entity
wholly owned by Yu Dong) shall, in preference to any Investor, within 20 days
from the date of receipt of the Investor Transfer Notice provide the Selling
Investor with a written notice (“Yu Dong’s Reply Notice”)
specifying the maximum number of any Investor Transfer Shares which he
irrevocably commits to purchase.  A
failure by Yu Dong (or SkillGreat or other entity wholly owned by Yu Dong) to
respond within such 20-day period shall be deemed to constitute a decision by Yu
Dong not to purchase any Investor Transfer Shares and any Investor may exercise
its rights under Sections 5.2 (b) to (f) above, with the 20-day
period specified in Section 5.2(b) commencing from the day
immediately after the expiration of the 20-day period specified in this Section 5.2(g).  For purposes of this Section 5.2, the
Company’s Competitors shall mean or
any of their respective Affiliates or Subsidiaries.


 


5.3           Co-Sale Right. Subject
to Section 5.3 (c) below, if the Transferring Shareholder is a holder
of Ordinary Shares, then each Investor who does not exercise its Right of First
Refusal pursuant to Section 5.1 above shall have the right, exercisable
upon written notice to the Transferring Shareholder within 20 days after the
date the Transfer Notice is delivered to the Investors, to participate in the
sale of Stock on the same terms and conditions mutatis mutandis as the
Transferring Shareholder to


 


20














 


the extent of that Co-Sale Shareholder’s Co-Sale
Ratio with respect to its Stock (the “Co-Sale Right”), provided, however, such
Co-Sale Right shall not apply to any sale of Stock to an Investor pursuant to
the exercise of the Right of First Refusal of such Investor under Section 5.1,
or the Right of First Refusal With Respect to the Preferred Shares of such
Investor under Section 5.2. Each notice of an exercise of the Co-Sale
Right shall state the number of shares of Stock such Co-Sale Shareholder wishes
to sell under its Co-Sale Right. Any Co-Sale Shareholder may elect to sell all
or some of the shares of Stock then held by such Co-Sale Shareholder up to its
Co-Sale Ratio with respect to its Stock. The Transferring Shareholder (i) may
only sell its shares of Stock if the proposed transferee completes the purchase
of the shares which the Co-Sale Shareholders seek to sell pursuant to the
exercise of their Co-Sale Right, and (ii) shall, at the request of any
Co-Sale Shareholder, reduce the number of shares of its Stock to be sold by the
number of shares of Stock that such Co-Sale Shareholder wishes to sell under
its Co-Sale Right.


 


(a)                                 Delivery of Certificates. The Co-Sale Shareholders shall effect their participation in the sale
by promptly delivering to the Transferring Shareholder for transfer to the
prospective purchaser one or more certificates, properly endorsed for transfer,
which represent the type and number of shares of Stock which the Co-Sale
Shareholders elect to sell; provided that if a Co-Sale Shareholder elects to
sell Preferred Shares under its Co-Sale Right, it shall convert such Preferred
Shares into Ordinary Shares for transfer upon consummation of the sale. No
Co-Sale Shareholder that is an Investor shall be required to give any
representations or warranties to the purchaser other than a representation and
warranty that such Stock is sold by such Co-Sale Shareholder as beneficial
owner free from encumbrances and liens other than those under this Agreement,
the Memorandum of Association and the Articles of Association of the Company.


 


(b)                                Sales Proceeds.
The stock certificate or certificates that the Co-Sale Shareholders deliver to
the Transferring Shareholder pursuant to Section 5.3(a) shall be
transferred to the prospective purchaser in consummation of the sale of the
Stock pursuant to substantially the same terms and conditions as specified in
the Transfer Notice, and the Transferring Shareholder shall upon receiving the
same from the prospective purchaser concurrently remit to each Co-Sale Shareholder
that portion of the sale proceeds to which that Investor is entitled by reason
of its participation in the sale. To the extent that any prospective purchaser
or purchasers prohibits assignment or otherwise refuses to purchase shares or
other securities from the Co-Sale Shareholders, the Transferring Shareholder
shall not sell to the prospective purchaser or purchasers any Stock unless and
until, simultaneously with the sale, the Transferring Shareholder purchases
those shares or other securities from the Co-Sale Shareholders.


 


21

















 


(c)                                 Notwithstanding the above, subject to Sections 5.8 and 19.1, Yu Dong has
the right to transfer up to 5% of the outstanding Shares or other voting
securities (or securities convertible into or exchangeable for voting
securities) on an as-if-converted basis in the Company held by him (both
directly and indirectly through SkillGreat or other entity) without any
restriction under this Section 5.3.  If Yu Dong proposes to sell or otherwise
transfer any Stock representing more than 5% of the outstanding Shares or other
voting securities (or securities convertible into or exchangeable for voting
securities) on an as-if-converted basis in the Company held by him (both
directly and indirectly through SkillGreat or other entity) or any interest
therein to any Person, then any Stock in excess of such 5% shall be subject to
the Co-Sale Right in favor of the Investors set forth in this Sections 5.3 (a) and
(b) above.


 


5.4                                 Sale by Transferring Shareholder. Subject to Section 5.7, if and to the extent that the Investors
and Yu Dong (or SkillGreat or other entity wholly owned by Yu Dong) do not
exercise their Right of First Refusal in Section 5.1(a) to (e), the
Investors do not exercise their Right of First Refusal in Section 5.1 and
in Section 5.2 or the Investors’ Co-Sale Right in aggregate with respect
to the sale of all the Stock subject to the Transfer Notice within the relevant
prescribed period, the Transferring Shareholder may, not later than 90 days
following delivery of the Transfer Notice, conclude a bona fide transfer of all
of the Stock covered by the Transfer Notice on terms and conditions not more
favorable to the transferee or transferor than those described in the Transfer
Notice. Any proposed transfer on terms and conditions more favorable than those
described in the Transfer Notice, as well as any subsequent proposed transfer
of any Stock by the Transferring Shareholder, shall again be subject to the
Right of First Refusal and Co-Sale Right of the Investors and shall require
compliance by the Transferring Shareholder with the procedures described in
this Section 5.


 


5.5                                 No Adverse Effect.
The Investors’ and Yu Dong’s exercise or non-exercise of the Right of First
Refusal in Section 5.1(a) to (e), the Investors’ exercise or non-exercise
of the Right of First Refusal in Section 5.1 and Section 5.2 or the Investors’
Co-Sale Right shall not adversely affect their rights to participate in
subsequent transfers of Stock by the Transferring Shareholder subject to the
provisions of this Section 5.


 


5.6                                 Prohibited Transfer.
Subject to the terms of this Section 5.6 and Section 5.8, for so long
as the Investors collectively hold at least 25 percent of the Preferred Shares,
or securities resulting from the conversion or exchange of such Preferred
Shares and as adjusted for stock splits, stock dividends, reverse stock splits
and the like, no holder of Ordinary Shares shall transfer any of the Stock it
holds as at the date hereof, nor transfer or dispose of or create any
Encumbrance over any such Stock, without the prior written consent of the Investors
representing at least a majority of the Series A Preferred Shares and a
majority of the Series B Preferred Shares, or securities 


 


22

















 


resulting from the conversion or exchange of such Series A
Preferred Shares or Series B Preferred Shares and as adjusted for stock
splits, stock dividends, reverse stock splits and the like. In the event a
Transferring Shareholder sells any Stock in contravention of the Right of First
Refusal or the Co-Sale Right of a Shareholder (a “Prohibited Transfer”), each such
shareholder, in addition to other remedies as may be available at law, in
equity or hereunder, shall have the put option provided in Section 5.7
below, and the Transferring Shareholder shall be bound by the applicable
provisions of that put option.


 


5.7                                 Remedies.
In the event of a Prohibited Transfer, the Investors shall have the right to
sell to the Transferring Shareholder the type and number of shares of Stock
equal to the number of shares of stock the Investors would have been entitled
to transfer to the purchaser had the Prohibited Transfer been effected pursuant
to and in compliance with the terms of this Agreement (the “Put Option”). This
sale shall be made on the following terms and conditions:


 


(a)                                  the price per share at which the Stock is to be sold to the Transferring
Shareholder shall be equal to the price per share paid in the Prohibited Transfer;


 


(b)                                 the Transferring Shareholder shall reimburse the Investors for any and
all fees and expenses, including legal fees and expenses, incurred pursuant to
the exercise or the attempted exercise of the Investors’ rights under this Section 5;


 


(c)                                  within 60 days after the earlier of the dates on which the Investors (i) receive
notice of the Prohibited Transfer, or (ii) otherwise become aware of the
Prohibited Transfer, the Investors shall, if exercising the Put Option created
by this Section 5.7, deliver to the Transferring Shareholder the
certificate or certificates representing the Stock to be sold, each certificate
to be properly endorsed for transfer;


 


(d)                                 the Transferring Shareholder shall, upon receipt of the certificate or
certificates for the Stock to be sold by the Investors, pursuant to this Section 5.7,
pay the aggregate purchase price therefor and the amount of reimbursable fees
and expenses, as specified in Section 5.7(b), in cash or by other means
acceptable to the Investors; and


 


(e)                                  notwithstanding the foregoing, the Company agrees it will not effect any
attempt by the Transferring Shareholder to transfer Stock in violation of this Section 5
nor will it treat any alleged transferee as the holder of the Stock purported
to be transferred in violation of this Section 5, unless the Put Option is
completed pursuant to this Section 5.7.


 


5.8                                 Certain Permitted Transfers. The restrictions or requirements set forth in Sections 5.1 through 5.7
with respect to transfers of Shares shall not, subject to any 


 


23

















 


applicable law, apply to:


 


(a)                                 any transfer by any Shareholder who is a natural person:


 


(i)                                   to a legal representative of such Shareholder, if such Shareholder
becomes incapacitated, or upon the death of such Shareholder;


 


(ii)                                by will, the laws of intestacy or the laws of descent or survivorship;


 


(iii)                             any sale or transfer of Shares to the Company or an entity designated by
the Company pursuant to a repurchase right or right of first refusal of the Company
in the event of a termination of an employment or consulting relationship with
a Group Company;


 


(iv)                            pursuant to a court order upon the termination of a marital relationship
of such Shareholder;


 


(b)                                subject to Section 19.1, any transfer by Yu Dong (i) of not
more than 5% of the outstanding Shares or other voting securities (or
securities convertible into or exchangeable for voting securities) on an
as-if-converted basis in the Company held by him (both directly and indirectly
through SkillGreat or other entity); or (ii) of any or all of the Shares
held by him (both directly and indirectly through SkillGreat or other entity)
in the Company to an entity wholly owned by Yu Dong; or


 


(c)                                 any transfer by an Investor to its Affiliates.


 


(any
permitted transferee thereunder, a “Permitted Transferee”)


 


Provided, however, that in the case of any transfer described in any of
sub-paragraphs (a), (b) and (c) above:


 


(A)                              each Permitted Transferee shall have executed and delivered to the
Company and the other Shareholders, as a condition precedent to any such
transfer or acquisition of Shares, an Adherence Deed in the form of EXHIBIT B,
and shall have submitted to the Company and the Investors such evidence as the
Company and the Investors may reasonably request to demonstrate that such
transferee qualifies as a Permitted Transferee; and


 


(B)                                each Permitted Transferee shall remain qualified as a Permitted
Transferee of the transferring Shareholder at all times following such transfer
for as long as it continues to hold any Shares, failing which it shall transfer
the Shares held by it to another Permitted Transferee reasonably satisfactory
to the Company and the Investors.


 


24

















 


5.9                                 Drag-Along.


 


(a)                                  At any time after the expiry of the 18th month from July 19, 2010, if (i) Shareholders
holding a majority of each class of Shares, voting separately, or (ii) Shareholders
representing two-thirds of all Shares on an as-if-converted basis (collectively,
the “Initiating Sellers”),
approve a Sale of the Company that values the Company at US$100,000,000 or more
(in either case an “Approved
Sale”), each Shareholder shall approve, consent to and raise no
objections to the Approved Sale, and if the Approved Sale is structured as a
sale of the issued and outstanding capital stock of the Company (whether by
merger, recapitalization, consolidation or sale or Transfer of shares or
otherwise), then each Shareholder shall waive any dissenter’s rights, appraisal
rights or similar rights in connection with such Sale of the Company and each
Shareholder shall agree to sell its Shares on the terms and conditions approved
by the Initiating Sellers.  Each
Shareholder shall take all necessary and desirable actions in connection with
the consummation of the Approved Sale, including executing such agreements and
instruments and taking such other actions as may be reasonably necessary to
provide the representations, warranties, indemnities, covenants, conditions,
escrow agreements and other provisions and agreements, as the case may be,
required for the consummation of such Approved Sale. In the event that any
Shareholder fails for any reason to take any of the foregoing actions after
reasonable notice thereof, such Shareholder hereby grants an irrevocable power
of attorney and proxy to the Initiating Sellers or an assignee or designee of
such Initiating Sellers to take all necessary actions and execute and deliver
all documents deemed by such Person to be reasonably necessary to effectuate
the terms of this Section 5.9. Subject to clause (b) of this Section 5.9,
the restrictions on Transfers of Shares set forth in Sections 5.1, 5.2, 5.3,
5.4 and 5.8 shall not apply in connection with an Approved Sale, anything in
this Agreement to the contrary notwithstanding.


 


(b)                                 The Initiating Sellers shall deliver written notice to each other
Shareholder setting forth in reasonable detail the terms (including price, time
and form of payment) of any Approved Sale (the “Drag Notice”). Within 15 days following
receipt of the Drag Notice, each of such other Shareholders shall deliver to
the Company written notice setting forth such Shareholders’ agreement to
consent to and raise no objections against, or impediments to, the Approved
Sale (including, waiving all dissenter’s and similar rights) and (ii) if
the Approved Sale is structured as a sale of capital stock, to sell its Shares
on the terms and conditions set forth in the Drag Notice, including delivery of
certificates representing such Shareholder’s Shares (duly endorsed for transfer
or accompanied by executed stock powers or transfer instruments therefor).


 


(c)                                  Notwithstanding the foregoing, in the event that a potentially
forthcoming Approved Sale and within five Business Days of its approval in
principle by the Initiating Sellers or Shareholders representing a majority of
all Shares on 


 


25

















 


an as-if-converted basis, as the case may be, the
Founders shall have the right collectively to give notice in writing to the
other Shareholders of their intention to buy all of the Shares from the other
Shareholders in lieu of an Approved Sale on terms at least as favorable as the
potential Approved Sale. Any such notice, if given, shall be irrevocable, and
the purchase of all Shares from the other Shareholders shall be consummated by
the Founders in cash within three months of the giving of such notice.


 


6.                                      Representations and Warranties; Covenants and
Undertakings.


 


6.1                                Restrictions on Transfer. Each Founder severally but not jointly represents, warrants and
undertakes to each Investor that, other than as provided under Section 5.8
hereof and other terms in the Transaction Documents, he or she will not
transfer, alienate or dispose of any share capital in any Group Company or
otherwise create any Encumbrance on any share capital of any Group Company
without the written consent of each Investor. Each Investor severally but not
jointly represents, warrants and undertakes to each Founder that it will comply
with the provisions of this Agreement with respect to any transfer, alienation
or disposition of any Series A Preferred Shares and Series B
Preferred Shares.


 


6.2                                Key Person Insurance. At
the request of the Investors, the Company shall purchase and maintain key
person insurance policies for the benefit of the Company upon the life and
against the disability of such of its Senior Managers, and for such insured
amounts, as the Board may decide.


 


6.3                                Tax Covenants.


 


(a)                                  For purposes of paragraphs (a) through (d) of this Section 6.3:


 


(i)                          “U.S. Investor”
means (A) any Investor that is a United States person and (B) any
Investor that is an entity treated as a foreign partnership or other foreign “intermediary”
(within the meaning of Section 1295 of the Internal Revenue Code of 1986,
as amended, or any successor law thereto (the “Code”) for U.S. federal income tax
purposes, one or more of the beneficial owners of which are United States
persons; and


 


(ii)                       “United States
person” means any person described in Section 7701(a)(30)
of the Code.


 


(b)                                 Classification for U.S. Tax Purposes. The Company make an election to be treated as a corporation or refrain
from making an election to be treated as a partnership as necessary to ensure
that at all times, the Company is treated as a corporation for U.S. federal
income tax purposes.


 


(c)                                  Passive Foreign Investment Company.


 


26

















 


(i)                          The Company will use, and will cause each direct and indirect subsidiary
to use, commercially reasonable efforts to avoid classification as a passive
foreign investment company (“PFIC”) within the meaning of Section 1297 of the
United States Internal Revenue Code of 1986, as amended, for the current
taxable year or any subsequent taxable year.


 


(ii)                       The Company agrees to make available to any U.S. Investor upon request
the books and records of the Company and its direct and indirect subsidiaries,
and to provide information to such U.S. Investor as may be required to enable
such U.S. Investor to determine the Company’s or any subsidiary’s status or
potential status as a PFIC. Upon a determination by the Company, any U.S.
Investor or any taxing authority that the Company or any direct or indirect
subsidiary has been or is likely to become a PFIC, the Company will provide
such U.S. Investor with all information reasonably available to the Company or
any of its subsidiaries and to make all covenants of the Company, or to cause
any of its subsidiaries to make such covenants, as may be necessary for such
U.S. Investor and the direct and indirect owners thereof to (i) accurately
prepare all tax returns and comply with any reporting requirements as a result
of such determination and (ii) make any election or filing (including,
without limitation, a “qualified electing fund” election or a “protective
statement” under Section 1295 of the Code), with respect to the Company or
any of its direct or indirect subsidiaries, and comply with any reporting or
other requirements incident to such election. If a determination is made by the
Company, any U.S. Investor or any taxing authority that the Company is a PFIC
for a particular year, then for such year and for each year thereafter, the
Company will also provide each known Investor with a completed “PFIC Annual
Information Statement” as required by Treasury Regulation Section 1.1295-1(g) and
otherwise comply with applicable Treasury Regulation requirements.  The Company will promptly notify the U.S.
Investors of any assertion by the Internal Revenue Service that the Company or
any of its subsidiaries is or is likely to become a passive foreign investment
company. In the event that a U.S. Investor or any direct or indirect owner
thereof makes a “Qualified Electing Fund” election and must include in such
person’s gross income for a particular taxable year such person’s pro rata
share of the Company’s earnings and profits pursuant to Section 1293 of
the Code, the Company agrees to make a dividend distribution to the U.S.
Investor (no later than 90 days following the end of the U.S. Investor’s
taxable year or, if later, 90 days after the Company is informed by the U.S.
Investor that the Investor has been required to recognize such an income
inclusion) in an amount equal to 50 percent of the amount of such earnings and


 


27

















 


profits so included by the U.S. Investor or direct
or indirect owner thereof, as applicable.


 


(d)                                 Controlled Foreign Corporation. Upon written request of a U.S. Investor from time to time, subject to
obtaining the consent of its shareholders to release such information, the
Company will promptly provide in writing such information in its possession
concerning its shareholders and, to the Company’s actual knowledge, the direct
and indirect interest holders in each shareholder sufficient for such U.S. Investor
to determine whether the Company is a “controlled foreign corporation” within
the meaning of Section 957 of the Code. Upon a determination by the
Company, any U.S. Investor or any tax authority that the Company or any direct
or indirect subsidiary has been or is likely to become a CFC, the Company
shall: (A) furnish to each U.S. Investor upon its reasonable request, on a
timely basis, and at the Company’s expense, all information necessary to
satisfy the U.S. income tax return filing requirements of such U.S. Investor
and of each “United States shareholder” of the Company as defined by Section 951(b) of
the Code that owns a direct or indirect interest in such U.S. Investor (a “U.S. Shareholder”)
arising from the U.S. Investor’s investment in the Company and relating to the
Company’s classification as a CFC, and (B) use commercially reasonable
efforts to avoid generating for any taxable year in which the Company is a CFC,
amounts includible in the income of a U.S. Investor or U.S. Shareholder
pursuant to Section 951 of the Code (a “Section 951 Inclusion”). If the
Company ceases to be a CFC at any time, the Company will provide prompt written
notice to known U.S. Investors if at any time thereafter the Company becomes
aware that it or any subsidiary has become a CFC.


 


(e)                                  Foreign Corrupt Practices Act. No Group Company, nor any of the officers, directors, representatives
or agents thereof, is currently offering, promising, authorizing or making,
directly or indirectly, or will in the future knowingly offer, promise,
authorize or make, directly or indirectly, payments or other inducements to any
Foreign Official (as defined herein) in order to assist any Group Company to
obtain or retain business for or with, or directing business to, any person, in
any case in violation of the United States Foreign Corrupt Practices Act (to
the extent applicable to such Persons) or other applicable laws. For the
purposes of this Section 6.3(e), “Foreign Official” means an employee of a
governmental or regulatory authority, a foreign official, a member of a foreign
political party, a foreign political candidate, an officer of a public
international organization, or an officer of a PRC state-owned enterprise,
where the term “foreign” has the meaning ascribed to it under the United States
Foreign Corrupt Practices Act.


 


28

















 


6.4                                Waiver of Business Opportunities.


 


(a)                                  Each Group Company acknowledges that the Investors are professional
investment entities. The Investors and their respective Affiliates may from
time to time have information on or knowledge of a business opportunity that a
Group Company is financially able to undertake, is from its nature in the line
or lines of one or more Group Company’s existing or prospective business and is
a practical advantage to it, and is one in which a Group Company has an
interest or reasonable expectancy (“Business Opportunity”). Such Business
Opportunity may or may not be within the knowledge of an Investor
Representative. Each Group Company irrevocably agrees that no Investor
Representative shall be under any duty to disclose any Business Information to
the Company or any other Group Company, or permit any Group Company to
participate in any Business Opportunity, or to otherwise take advantage of any
Business Opportunity, and hereby waives, to the extent permitted by law, any
claim based on the corporate opportunity doctrine or otherwise that could limit
each Investor’s ability to benefit from information related to an actual or
potential Business Opportunity or that would require the Investors, any
Investor Representative to disclose any such information to any Group Company
or offer any Business Opportunity to any Group Company.  Each Founder, Ordinary Shareholder and Group
Company hereby irrevocably agree that each Investor Representative shall be
entitled to report all matters concerning the Group and its business (including
but not limited to matters discussed at meetings of the Board or information
provided to an Investor Representative in its capacity as such) to the Investor
that appointed it.  Yu Dong shall inform
the Investors when  he sets up new cinema
companies.


 


(b)                                 The Investors and their respective Affiliates shall have the right to,
and shall have no duty hereunder to refrain from, investing in or financing or
becoming a stockholder or shareholder of other companies, corporations,
business or enterprises that engage in the same or similar activities or lines
of business as any Group Company or that does business with any potential or
actual customer or supplier of any Group Company, or that employs or otherwise
engages any officer or employee of any Group Company.  To the fullest extent permitted by law,
neither any Affiliate of each Investor nor any officer or director thereof shall
be liable to any Group Company or its other stockholders or shareholders for
breach of any fiduciary duty by reason of any such activities of the Investors
or their respective Affiliates, or the participation therein by the Investors
or any of their Affiliates.  In the event
that the Investors or any of their Affiliates acquires knowledge of a potential
transaction or matter which may be a Business Opportunity for any Group
Company, none of the Investors shall have any duty to communicate or present
such Business Opportunity to the Group Company and shall not be liable to the
Group Company or its other stockholders or shareholders for breach of any
fiduciary duty as a Shareholder of the Company by reason of the fact that the
Investors or any of their Affiliates pursues or acquires such 


 


29

















 


Business Opportunity for itself, directs such
Business Opportunity to another Person, or does not communicate information
regarding such Business Opportunity to any Group Company.


 


7.                                       Demand Registration.


 


7.1                                Request for Registration on Form Other Than Form F-3.  Subject to the terms of this
Agreement, in the event that the Company receives from the Initiating Holders
at any time following the earlier to occur of (i) the date following three
years from the date hereof, or (ii) six months after the closing of the
Company’s initial public offering of Ordinary Shares under a Registration
Statement, a written request that the Company effect any Registration with
respect to all or a part of the Registrable Securities on a form other than Form F-3
for an offering of the then outstanding Registrable Securities, the Company
shall (i) promptly give written notice of the proposed Registration to all
other Holders, and (ii) as soon as practicable, effect the Registration of
the Registrable Securities specified in the request, together with any
Registrable Securities of any Holder in that request as are specified in a
written request given within 20 days after written notice from the Company. The
Company shall not be obligated to take any action to effect any Registration
pursuant to this Section 7.1 after the Company has effected three
Registrations pursuant to this Section 7.1 and each Registration has been
declared effective. The substantive provisions of Section 7.5 shall be
applicable to the Registration initiated under this Section 7.1.


 


7.2                                Request for Registration on Form F-3. If any Holder requests that the Company file a Registration Statement
on Form F-3 (or any successor form to Form F-3, or any comparable
form for a Registration in a jurisdiction other than the United States) for a
public offering of shares of Registrable Securities, the anticipated aggregate
price to the public of which, net of Selling Expenses, would not be less than
US$500,000, and the Company is a registrant entitled to use Form F-3 or
comparable form to Register the Registrable Securities for an offering, the
Company shall cause those Registrable Securities to be Registered for the
offering on that form and to cause those Registrable Securities to be qualified
in jurisdictions as the Holder or Holders may request, provided that the
Company shall not be required to effect more than one registration pursuant to
this section 7.2in any six-month period. The substantive provisions of Section 7.5
shall be applicable to each Registration initiated under this Section 7.2.
Registrations on Form F-3 shall not be deemed to be demand Registrations
as described in Section 7.1 above. Except as otherwise provided herein, there
shall be no limit on the number of times the Holders may request Registration
of Registrable Securities under this Section 7.2.


 


7.3                                Right of Deferral.
Notwithstanding the foregoing, the Company shall not be obligated to file a
Registration Statement pursuant to this Section 7:


 


(a)                        in any particular jurisdiction in which the Company would be required to


 


30














 


execute a general consent to service of process in
effecting that Registration, qualification, or compliance, unless the Company
is already subject to service in that jurisdiction and except as may be
required by the Securities Act or other applicable law in a jurisdiction other
than the United States in which the Registration is being effected;


 


(b)                                 within six months immediately following the effective date of any
Registration Statement pertaining to the securities of the Company (other than
a registration of securities in a Rule 145 transaction or with respect to
an employee benefit plan or a Registration from which the Registrable
Securities of Holders have been excluded, with respect to all or any portion of
the Registrable Securities the Holders requested be included in such
Registration); or


 


(c)                                  if the Company furnishes to those Holders requesting Registration a
certificate signed by the President or Chief Executive Officer of the Company
stating that in the good faith judgment of the Board it would be materially
detrimental to the Company and its shareholders for a Registration Statement to
be filed at such time, then the Company’s obligation to file a Registration
Statement shall be deferred for a period not to exceed 120 days from the
receipt of the request to file the Registration by that Holder provided that
the Company shall not exercise the right contained in this Section 7.3(c) more
than once in any 12-month period and provided further, that during such 120-day
period the Company shall not file a Registration Statement with respect to a
public offering of securities of the Company.


 


7.4                                 Registration of Other Securities in Demand
Registration. Any Registration
Statement filed pursuant to the request of any Holder under this Section 7
may, subject to the provisions of Section 7.5, include Ordinary Shares of
the Company other than Registrable Securities.


 


7.5                                Underwriting in Demand Registration.


 


(a)                                  Notice of Underwriting.
If the Initiating Holders intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to this Section 7, and the
Company shall include that information in the written notice referred to in Section 7.1
or 7.2 of this Agreement. The right of any Holder to Registration pursuant to
this Section 7 shall be conditioned upon that Holder’s agreement to
participate in the underwriting and the inclusion of that Holder’s Registrable
Securities in the underwriting.  In such
event, the Company shall (together with all Holders proposing to distribute
their securities through the underwriting) enter into an underwriting agreement
with the representative (the “Underwriter’s Representative”) of the 


 


31

















 


underwriter or underwriters selected for the
underwriting by the Holders of a majority of the Registrable Securities being
Registered by the Initiating Holders and agreed to by the Company.


 


(b)                                 Inclusion of Other Holders in Demand Registration. If the Company, officers or directors of the Company holding Ordinary
Shares other than Registrable Securities, or holders of securities other than
Registrable Securities, request inclusion of such Ordinary Shares or other
securities in the Registration, the Initiating Holders, to the extent they deem
advisable and consistent with the goals of that Registration, may, in their
sole discretion, on behalf of all Holders, offer to any or all of the Company,
those officers or directors, and the holders of securities other than
Registrable Securities that such Ordinary Shares or other securities be
included in the underwriting and may condition that offer on the acceptance by
those persons of the terms of this Section 7. If, however, the number of
shares so included exceeds the number of shares of Registrable Securities
included by all Holders, the Registration shall be treated as governed by Section 8
of this Agreement rather than this Section 7, and it shall not count as a
Registration for purposes of this Section 7.


 


(c)                                  Selection of Underwriter in Demand Registration. The Company shall (together with all Holders proposing to distribute
their securities through the underwriting) enter into an underwriting agreement
with the representative of the underwriter or underwriters selected for the
underwriting by the Company and the Holders of a majority of the Registrable
Securities being Registered by the Initiating Holders.


 


(d)                                 Marketing Limitation in Demand Registration. In the event the Underwriter’s Representative advises the Initiating
Holders in writing that market factors (including, without limitation, the
aggregate number of Ordinary Shares requested to be Registered, the general
condition of the market, and the status of the persons proposing to sell
securities pursuant to the Registration) require a limitation of the number of
shares to be underwritten, then the number of shares of Registrable Securities
that may be included in the Registration and underwriting shall be allocated
among all selling Holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities entitled to inclusion in that
Registration held by those Holders at the time of filing the Registration
Statement. No Registrable Securities or other securities excluded from the
underwriting by reason of this Section 7.5(d) shall be included in
that Registration Statement.


 


(e)                                  Right of Withdrawal in Demand Registration. If any Holder of Registrable Securities, or a holder of other
securities entitled (upon request) to be included in that Registration,
disapproves of the terms of the underwriting, that person may elect to withdraw
therefrom by written notice to the 


 


32

















 


Company, the Underwriter’s Representative, and the
Initiating Holders delivered at least seven days prior to the effective date of
the Registration Statement. The securities so withdrawn shall also be withdrawn
from the Registration Statement.


 


7.6                                 Other Securities Laws in Demand Registration. In the event of any Registration pursuant to this Section 7, the
Company shall Register and qualify the securities covered by the Registration
Statement under the securities laws of any other jurisdictions in the United
States of America, Europe, Hong Kong and Singapore as shall be appropriate for
the distribution of the securities; provided, however, that: (a) the
Company shall not be required to do business or to file a general consent to
service of process in any such state or jurisdiction; and (b) notwithstanding
anything in this Agreement to the contrary, in the event any jurisdiction in
which the securities shall be qualified imposes a non-waivable requirement that
expenses incurred in connection with the qualification of the securities be
borne by selling shareholders, the expenses shall be payable pro rata by the
selling shareholders.


 


7.7                                Other Registration Rights. The Company and each Founder hereby jointly represents and warrants to
the Investors that the Company has not granted any rights to any shareholder or
other person with respect to the Registration of securities of the Company.
Without the prior written consent of Holders of at least a majority of the
Registrable Securities, the Company covenants and agrees that it shall not
hereafter grant any person any rights with respect to the Registration of
securities of the Company which are on a parity with or superior to the rights
granted hereunder.


 


8.                                       Piggyback Registration.


 


8.1                                Notice of Piggyback Registration and Inclusion of
Registrable Securities. Subject to the
terms of this Agreement, if the Company decides to Register any of its Ordinary
Shares (either for its own account or the account of a security holder or
holders exercising their respective demand registration rights (other than
Holders exercising their demand rights pursuant to Section 7 of this
Agreement)) (other than a registration relating solely to the sale of
securities to participants in a Company stock plan, a registration relating to
a corporate reorganization or other transaction under Rule 145 of the
Securities Act, or a registration in which the only securities being registered
are Ordinary Shares issuable upon conversion of debt securities that are also
being registered), the Company shall: (a) at least 30 days prior to any such
Registration, give each Holder and SkillGreat written notice thereof (which
shall include a list of the jurisdictions in which the Company intends to
attempt to qualify those securities under the applicable Blue Sky or other
securities laws); and (b) include in that Registration (and any related
qualification under Blue Sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
delivered to the Company by any Holder within 30 days after delivery of the
written notice from the Company. The Company shall have the right to terminate
or withdraw any registration initiated by it under 


 


33

















 


this Section 8 prior to the effectiveness of
such Registration whether or not any Holder has elected to include securities
in such registration.


 


8.2                                Underwriting in Piggyback Registration.


 


(a)                                  Notice of Underwriting in Piggyback Registration. If the Registration of which the Company gives notice is for a
Registered public offering, involving an underwriting, the Company shall so
advise the Holders as a part of the written notice given pursuant to Section 8.
In this event, the right of any Holder to Registration shall be conditioned
upon the underwriting and the inclusion of that Holder’s Registrable Securities
in the underwriting, to the extent provided in this Section 8. All Holders
proposing to distribute their securities through the underwriting shall
(together with the Company and the other holders distributing their securities
through the underwriting) enter into an underwriting agreement with the
Underwriter’s Representative for that offering. The Holders shall have no right
to participate in the selection of the underwriters for an offering pursuant to
this Section 8.


 


(b)                                 Marketing Limitation in Piggyback Registration.  In the event the Underwriter’s
Representative advises the Holders seeking Registration of Registrable
Securities pursuant to this Section 8 in writing that market factors
(including, without limitation, the aggregate number of Ordinary Shares
requested to be Registered, the general condition of the market, and the status
of the persons proposing to sell securities pursuant to the Registration)
require a limitation of the number of shares to be underwritten, the
Underwriter’s Representative (subject to the allocation priority set forth in Section 8.2(c))
may:


 


(i)                                     in the case of the Company’s initial Registered public offering, exclude
some or all Registrable Securities from the Registration and underwriting; and


 


(ii)                                  in the case of any Registered public offering subsequent to the initial
public offering, limit the number of shares of Registrable Securities to be
included in the Registration and underwriting, to not less than 25 percent of
the securities requested by such Holders to be included in the Registration.


 


(c)                                  Allocation of Shares in Piggyback Registration. In the event that the Underwriter’s Representative limits the number
of shares to be included in a Registration pursuant to Section 8.2(b), the
number of shares to be included in the Registration shall be allocated among
all other Holders and other holders of securities (other than Registrable
Securities) requesting and legally entitled to include securities in that
Registration, in the following order of priority:


 


34

















 


(i)                                     first, to the Company, to the extent it is offering shares for its own
account; and


 


(ii)                                  next, to SkillGreat and Jeffery Chan requesting inclusion of its Registrable
Securities in the offering (subject to the maximum number set forth in Section 8.1);


 


(iii)                               next, to other Holders requesting inclusion of Registrable Securities in
the offering, in proportion, as nearly as practicable, to the respective
amounts of securities (including Registrable Securities) then held by such
Holders respectively; and


 


(iv)                               next, to holders (including SkillGreat and Jeffery Chan) of other
securities of the Company requesting inclusion of such securities in the
offering, in proportion, as nearly as practicable to the respective amounts of
securities then held by such other holders respectively.


 


For
any Registration subsequent to an initial public offering, the number of
Registrable Securities that may be included in the Registration and
underwriting under Section 8.2(b)(ii) shall not be reduced to less
than 25 percent of the aggregate securities requested by Holders to be included
in the Registration without the prior consent of at least a majority of the
Holders who have requested their Registrable Securities be included in the
Registration and underwriting. No Registrable Securities or other securities
excluded from the underwriting by reason of this Section 8.2(c) shall
be included in the Registration Statement.


 


(d)                                 Withdrawal in Piggyback Registration. If any Holder disapproves of the terms of any underwriting, the Holder
may elect to withdraw therefrom by written notice to the Company and the
Underwriter’s Representative delivered at least seven days prior to the
effective date of the Registration Statement. Any Registrable Securities or
other securities excluded or withdrawn from the underwriting shall be withdrawn
from the Registration.


 


(e)                                  Not Demand Registration.
Registration pursuant to this Section 8 shall not be deemed to be a demand
Registration as described in Section 7 above. There shall be no limit on
the number of times the Holders may request Registration of Registrable
Securities pursuant to this Section 8.


 


9.                                      Expenses of Registration. All Registration Expenses incurred in connection with Registrations
pursuant to Sections 7.1, 7.2 and 8 shall be borne by the Company, and the
Company shall bear the fees of a single counsel for the selling Shareholders in
the Registrations. All Registration Expenses incurred in connection with any
other Registration, qualification, or compliance, shall be apportioned among
the Holders and other holders, including the Company, of the securities so
Registered on the basis of the number of shares Registered. Notwithstanding the
above, the Company shall not be required to pay for any 


 


35

















 


expenses of any Registration proceeding begun
pursuant to Section 7 if the Registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be Registered (which Holders shall bear those expenses), unless
the Holders of a majority of the Registrable Securities agree to forfeit their
right to one corresponding Registration pursuant to Section 7 provided,
however, that if at the time of such withdrawal, the Holders have
learned of a material adverse change in the condition, business, or prospects
of the Company not known to the Holders at the time of their request for such
Registration and have withdrawn their request for Registration with reasonable
promptness after learning of such material adverse change, then the Holders
shall not be required to pay any of such expenses and such Registration shall
not constitute the use of a demand Registration pursuant to Section 7.1.
All Selling Expenses shall be borne by the holders of the securities Registered
pro rata on the basis of the number of shares Registered.


 


10.                                Termination of Registration Rights. The rights to cause the Company to Register securities granted under
Sections 7 and 8 and to receive notices pursuant to Section 8 of this
Agreement, shall terminate, with respect to each Holder on the date five years
after a Qualified IPO or the Company’s initial public offering of securities
pursuant to a Registration Statement, or with respect to each Holder, if that
Holder is eligible to sell all of that Holder’s Registrable Securities either (i) under
Rule 144 within any three-month period without volume limitations, or (ii) under
Rule 144(k), or (iii) with respect to each Holder’s right with
respect to Registration of Registrable Securities in any jurisdiction other
than the United States, if that Holder is eligible to sell all of its
Registrable Securities under a provision of that jurisdiction’s securities laws
comparable to Rule 144 or 144(k).


 


11.                                Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of
any Registrable Securities, the Company shall as expeditiously as practicable:


 


(a)                                  Prepare and file with the Commission (or comparable regulatory agency
for a Registration in a jurisdiction other than the United States) a
Registration Statement with respect to those Registrable Securities and use its
best efforts to cause that Registration Statement to become effective, and,
upon the request of the Holders of a majority of the Registrable Securities
Registered thereunder, keep the Registration Statement effective for up to 180
days, or if earlier, until the distribution contemplated by the Registration
has been completed;


 


(b)                                 Prepare and file with the Commission (or comparable regulatory agency
for a Registration in a jurisdiction other than the United States), amendments
and supplements to that Registration Statement and the prospectus used in
connection with the Registration Statement as may be necessary to comply with
the provisions of the Securities Act (or other applicable law in a jurisdiction
other than the United States) with respect to the disposition of all securities
covered by the Registration Statement;


 


36

















 


(c)                                  Furnish to the Holders such reasonable number of copies of a prospectus,
including a preliminary prospectus, required by the Securities Act (or other
applicable law in a jurisdiction other than the United States), and any other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them;


 


(d)                                 Otherwise use its best efforts to comply with the Securities Act, the
Exchange Act and any other applicable rules and regulations of the
Commission, and make available to the securities holders, as soon as
practicable, an earnings statement covering the period of at least 12 months
after the effective date of such Registration Statement, which earnings
statement shall satisfy Section 11(a) of the Securities Act and any
applicable regulations thereunder, including Rule 158;


 


(e)                                  Use its best efforts to Register and qualify the securities covered by
the Registration Statement under the securities or Blue Sky laws of any other
jurisdictions as shall be requested by the Holders, provided that the Company
shall not be required to qualify to do business or file a general consent to
service of process in any such states or jurisdictions, and provided further
that in the event any jurisdiction in which the securities shall be qualified
imposes a non-waivable requirement that expenses incurred in connection with
the qualification of the securities be borne by selling shareholders, those
expenses shall be payable pro rata by selling shareholders;


 


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


 


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


 


(h)                                 Provide a transfer agent and registrar for all Registrable Securities
Registered pursuant to the Registration Statement and a CUSIP number for all
those Registrable Securities, in each case not later than the effective date of
the Registration;


 


37

















 


(i)                                     Furnish, at the request of any Holder requesting Registration of Registrable
Securities pursuant to this Agreement, on the date that Registrable Securities
are delivered for sale in connection with a Registration pursuant to this
Agreement, (i) an opinion, dated the date of the sale, of the counsel
representing the Company for the purposes of the Registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, and (ii) a “comfort” letter dated the date of the sale, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering and satisfactory to a majority
in interests of the Holders requesting Registration, addressed to the
underwriters, if any, and to Holders requesting Registration of Registrable
Securities.


 


(j)                                     Take all action necessary to list the Registrable Securities on the
primary exchange upon which the Company’s securities are then traded.


 


12.                                Information Furnished by Holder. It shall be a condition precedent of the Company’s obligations under
this Agreement that each Holder of Registrable Securities included in any
Registration furnish to the Company information regarding the Holder and the
distribution proposed by the Holder as the Company may reasonably request.


 


13.                                Indemnification.


 


13.1                           Company’s Indemnification of Holders. To the
extent permitted by law, the Company shall indemnify each Holder, each of its
officers, directors, and constituent partners, legal counsel for the Holders,
and each person controlling that Holder, with respect to which Registration,
qualification, or compliance of Registrable Securities has been effected
pursuant to this Agreement, and each underwriter, if any, and each person who
controls any underwriter against all claims, losses, damages, liabilities, or
actions in respect thereof (collectively, “Damages”) to the extent the Damages arise out
of or are based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus or other document (including any
related Registration Statement) incident to any Registration, qualification, or
compliance, or are based on any omission (or alleged omission) to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of any rule or
regulation promulgated under the Securities Act, Exchange Act, applicable Blue
Sky laws, or other applicable laws in the jurisdiction other than the United
States in which the Registration occurred, applicable to the Company and
relating to action or inaction required of the Company in connection with any
Registration, qualification, or compliance, and the Company shall reimburse
each Holder, each underwriter, and each person who controls any Holder or
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action.


 


38

















 


13.2                           Holder’s Indemnification of Company. To the
extent permitted by law, each Holder shall, if Registrable Securities held by
that Holder are included in the securities as to which Registration,
qualification or, compliance is being effected pursuant to this Agreement,
indemnify the Company, each of its directors and officers, each legal counsel
and independent accountant of the Company, each underwriter, if any, of the
Company’s securities covered by the Registration Statement, each person who
controls the Company or underwriter within the meaning of the Securities Act,
and each other Holder, each of its officers, directors, and constituent
partners, and each person controlling the other Holder, against all Damages
arising out of or based upon any untrue statement (or alleged untrue statement)
of a material fact contained in any Registration Statement, prospectus,
offering circular, or other document, or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by the Holder of
any rule or regulation promulgated under the Securities Act, Exchange Act,
applicable Blue Sky laws, or other applicable laws in the jurisdiction other
than the United States in which the Registration occurred, applicable to the
Holder and relating to action or inaction required of the Holder in connection
with any Registration, qualification, or compliance, and shall reimburse the
Company, those Holders, directors, officers, partners, persons, law and
accounting firms, underwriters or control persons for any legal and any other
expenses reasonably incurred in connection with investigating or defending any
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that the untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in that Registration Statement,
prospectus, offering circular, or other document in reliance upon and in
conformity with written information furnished to the Company by that Holder and
stated to be specifically for use in connection with the offering of securities
of the Company, provided, however, that the indemnity contained in this Section 13.2
shall not apply to amounts paid in settlement of any Damages if settlement is
effected without the consent of that Holder (which consent shall not be
unreasonably withheld) and provided, further, that each Holder’s liability
under this Section 13.2 shall not exceed the Holder’s proceeds (less
underwriting discounts and selling commissions) from the offering of securities
made in connection with that Registration.


 


Any
indemnification pursuant to this Section 13.2 shall be several, and not
joint and several, among the Holders whose Registrable Securities are included
in the Registration.


 


13.3                           Condition to Indemnity.
The foregoing indemnity agreements of the Company and the Holders are subject
to the condition that, insofar as they relate to any violation made in a
preliminary prospectus but eliminated or remedied in the amended prospectus on
file with the Commission at the time the Registration Statement in question
becomes effective or the amended prospectus filed with the Commission pursuant
to Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not
inure to the benefit of any person if a copy of the Final Prospectus was
furnished 


 


39

















 


to the indemnified party and was not furnished to
the person asserting the loss, liability, claim or damage at or prior to the
time such action is required by the Securities Act.


 


13.4                           Indemnification Procedure. Promptly after receipt by an indemnified party under this Section 13
of notice of the commencement of any action, the indemnified party shall, if a
claim is to be made against an indemnifying party under this Section 13,
notify the indemnifying party in writing, of the commencement thereof and
generally summarize the action. The indemnifying party shall have the right to
participate in and to assume the defense of that claim; provided, however, that
the indemnifying party shall be entitled to select counsel for the defense of
the claim with the approval of any parties entitled to indemnification, which
approval shall not be unreasonably withheld; provided further, however, that if
either party reasonably determines that there may be a conflict between the
position of the Company and the Shareholders in conducting the defense of the
action, suit, or proceeding by reason of recognized claims for indemnity under
this Section 13, then counsel for that party shall be entitled to conduct
the defense to the extent reasonably determined by counsel to be necessary to
protect the interests of that party. The failure to notify an indemnifying
party promptly of the commencement of any action, if prejudicial to the ability
of the indemnifying party to defend the action, shall relieve the indemnifying
party, to the extent so prejudiced, of any liability to the indemnified party
under this Section 13, but the omission to notify the indemnifying party
shall not relieve the party of any liability that the party may have to any
indemnified party otherwise than under this Section 13.


 


13.5                           Contribution.
If the indemnification provided for in this Section 13 is held by a court
of competent jurisdiction to be unavailable to an indemnified party with
respect to any Damages, then the indemnifying party, in lieu of indemnifying
the indemnified party hereunder, shall contribute to the amount paid or payable
by the indemnified party as a result of those Damages in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and of the indemnified party, on the other hand, in connection with the
statements or omissions that resulted in Damages as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying or the indemnified party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent the statement
or omission. No Holder will be required to contribute any amount in excess of
the net proceeds received from the sale of all such Registrable Securities
offered and sold by such Holder pursuant to such Registration Statement; and no
person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.


 


40














 


13.6                           Conflicts.
Notwithstanding the foregoing, to the extent that provisions on indemnification
and contribution contained in the underwriting agreement entered into in
connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall
control; provided however, that the provision in any such underwriting
agreement pertaining to indemnification and contribution will be (i) substantially
similar to those contained herein, or (ii) typical of such provisions
found in underwriting agreements of companies similarly situated to the
Company.


 


13.7                           Survival of Obligations.
Subject to Section 13.6, the obligations of the Company and Holders under
this Section 13 shall survive the completion of any offering of
Registrable Securities in a Registration Statement under this Agreement or
otherwise. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent
to entry of any judgment or enter into any settlement which admits fault of
behalf of the indemnified party or which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability with respect to such claim or litigation.


 


14.                                 Lock-Up or Market Standoff.
Each Holder and Founder acknowledges that the Underwriter’s Representative (if
any), in connection with a registration relating to the Company’s initial
public offering (other than a registration on Form S-8 or a related or
successor form relating solely to an employee benefit plan or a registration on
Form S-4 or a related or successor form relating solely to a transaction
under Rule 145), may request the Shareholders enter into a lockup or
market standoff agreement in customary form (subject to the following
conditions) pursuant to which the Shareholders agree not to sell or otherwise
transfer or dispose of any Shares or other securities of the Company without
the prior written consent of the Underwriter’s Representative for up to 180
days following the effective date of a Registration Statement of the Company
filed under the Securities Act (or other applicable law in a jurisdiction other
than the United States in which a Registration occurred).  The obligations of each Holder under this Section 14
shall be conditioned upon the following:


 


(a)                                  the lockup or market standoff agreement applies only to the first
registration statement of the Company which covers securities to be sold on its
behalf to the public in an underwritten offering, but not to Registrable
Securities actually sold pursuant to such Registration Statement;


 


(b)                                all Founders, directors or officers of any Group Company, and holders of
one percent or more of any class of securities of the Company are bound by
substantially identical restrictions, and that neither the Company nor the
Underwriter’s Representative will release any such Founders, directors or
officers of any Group Company, and holders of one percent or more of any class
of securities from the lock-up without first releasing the Holders; (c) the
lockup or market standoff agreement provides that if any securities of the


 


41

















 


Company are to be excluded or released in whole or
part from such restrictions, the Underwriter’s Representative shall so notify
each Holder and each Holder shall be excluded or released, in proportionate
amounts to the extent of the exclusion or release with respect to any other
holder of the Company’s securities, including any director or officer of any
Group Company, or holder of one percent or more of any class of securities of
the Company subject to such restrictions; (d) the lockup or market
standoff agreement by its terms permits transfers of Registrable Securities by
any Holder to any Affiliate of such Holder during the restricted period,
provided that such Affiliate executes a lock-up or market standoff agreement
substantively identical to that executed by the transferring Holder; and (e) to
the extent permitted by applicable law and regulation, the Underwriter’s
Representative and the Company permit the holders of Preferred Shares to sell
their Shares in an amount representing up to 20 percent of the Shares or other
securities to be sold in such public offering.


 


15.                                No-Action Letter or Opinion of Counsel in Lieu of
Registration; Conversion of Preferred Shares.  Notwithstanding anything else in this
Agreement, if: (a) the Company obtains from the Commission (or comparable
regulatory agency in lieu of Registration in a jurisdiction other than the
United States) a “no-action” letter in which the Commission or such comparable
regulatory agency has indicated that it will take no action if, without
Registration under the Securities Act or comparable law, any Holder disposes of
Registrable Securities covered by any request for Registration made under Section 7
of this Agreement in the specific manner in which the Holder proposes to
dispose of Registrable Securities included in that request (such as including,
without limitation, inclusion of the Registrable Securities in an underwriting
initiated by either the Company or the Holders) and that the Registrable
Securities may be sold to the public without Registration in accordance with an
established procedure or Rule-based “safe harbor” without unreasonable legal
risk or uncertainty; or (b) in the opinion of counsel retained by the
Company concurred in by counsel for the Holder, which concurrence shall not be
unreasonably withheld, no Registration under the Securities Act (or other
applicable law) is required in connection with the disposition and that the
Registrable Securities may be sold to the public without Registration, then the
Registrable Securities included in the request shall not be eligible for
Registration under this Agreement. Any Registrable Securities not so disposed
of shall be eligible for Registration in accordance with the terms of this
Agreement with respect to other proposed dispositions to which this Section 15
does not apply. The Registration rights of the Holders of Registrable
Securities set forth in this Agreement are conditioned upon the conversion of
the Registrable Securities with respect to which Registration is sought into
Ordinary Shares prior to the effective date of the Registration Statement.


 


16.                                Reports Under the Exchange Act. With a view to making available to Holders the benefits of Rule 144
promulgated under the Securities Act and any other rule or regulation of
the Commission that may at any time permit a Holder to sell securities of the
Company to the public without Registration or pursuant to a Registration on Form F-3,
the Company


 


42

















 


agrees to:


 


(a)                                  make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after 90 days after the
effective date of the first Registration Statement filed by the Company for the
offering of its securities to the public;


 


(b)                                 take all action, including the voluntary Registration of its Ordinary
Shares under Section 12 of the Exchange Act, necessary to enable the
Holders to utilize Form F-3 for the sale of their Registrable Securities,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first Registration Statement filed by the Company for the offering
of its securities to the general public is declared effective;


 


(c)                                  file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act;


 


(d)                                 furnish to any Holder, so long as the Holder owns any Registrable
Securities, promptly upon request (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144 (at any
time after 90 days after the effective date of the first Registration Statement
filed by the Company), the Securities Act, and the Exchange Act (at any time
after it has become subject to those reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form F-3
(at any time after it so qualifies); (ii) a copy of the most recent annual
or quarterly report of the Company and any other reports and documents filed by
the Company; and (iii) any other information as may be requested in
availing any Holder of any rule or regulation of the Commission which
permits the selling of any securities without Registration or pursuant to that
form; and


 


(e)                                  for a Registration in a jurisdiction other than the United States, take
actions similar to those set forth in paragraphs (a), (b), (c) and (d) of
this Section 16 with a view to making available to Holders the benefits of
the corresponding provision or provisions of that jurisdiction’s securities
laws.


 


17.                                Transfer of Rights.
The rights hereunder may be assigned by any Investor to a transferee or
assignee from such Investor of any Preferred Shares or Registrable Securities,
conditioned upon compliance with this Agreement and the Articles of Association
or Memorandum of Association of the Company and signing of the Adherence Deed.


 


18.                                Legend; Stop Transfer Instructions.


 


18.1                          Legend.
Each certificate representing shares or securities now or hereafter owned by
the Founders, the Ordinary Shareholders, the Investors and any transferee of
such shares and securities and the members register of the Company shall be
endorsed with the following legend:


 


43

















 


“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS OF A SHAREHOLDERS’ AGREEMENT BY AND BETWEEN THE HOLDER HEREOF, THE
COMPANY AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


18.2                          Stop Transfer Instructions. The Parties hereto agree that the Company may instruct its transfer
agent to impose transfer restrictions on the shares represented by certificates
bearing the legend referred to in Section 18.1 to enforce the provisions
of this Agreement, and the Company agrees promptly to do so. The legend shall
be removed upon termination of this Agreement.


 


19.                                Covenants.


 


19.1                          Matters requiring Investor Consent. In addition to any other rights provided by law and the provisions of
the Articles of Association or Memorandum of Association of the Company, no
Group Company shall, and the Founders and the Ordinary Shareholders shall
exercise all of their rights with respect to the Ordinary Shares hold by them
so as to cause the Group Companies not to effect or otherwise consummate any of
the following (the “Reserved
Matters”) without first obtaining the Investor Consent:


 


(a)                                  Make any distribution of profits to the Shareholders by way of interim
or final dividend, capitalization of reserves or otherwise.


 


(b)                                 Settle or alter the terms of any bonus or profit sharing scheme or any
employee share option or share participation scheme.


 


(c)                                  Amend the accounting policies previously adopted, change the fiscal or
financial year of the Company, or adopt the annual accounts or budgets of any
Group Company.


 


(d)                                 Appoint or change the auditors of any Group Company.


 


(e)                                  Appoint or remove or settle the terms of appointment of any Senior
Manager (including, for the avoidance of doubt, any chief financial officer, chief
operating officer or chief technology officer) of any Group Company.


 


(f)                                    Acquire any investment or incur any commitment in excess of US$400,000
(or its equivalent in other currencies) in respect of any single transaction,
or in excess of US$2,000,000 (or its equivalent in other currencies) in
aggregate at any time in a series of related transactions in any financial year
of any Group Company, other than any such transaction(s) conducted by any
Group Company in the ordinary course of its business (including but not


 


44

















 


limited to the purchase or licensing of film
copyrights and investment in film production), or acquire any share capital or
other securities of any body corporate.


 


(g)                                 Approve, or make adjustments or modifications to the terms of
transactions involving the interest of any director, shareholder or Related
Party of any Group Company, including but not limited to the making of any
loans or advances, whether directly or indirectly, or the provision of any
guarantee, indemnity or security for or in connection with any indebtedness of
liabilities of any director or shareholder of any Group Company.


 


(h)                                 Increase, reduce or cancel the authorized or issued share capital of any
Group Company or issue, allot, purchase or redeem any shares or securities
convertible into or carrying a right of subscription in respect of shares or
any share warrants or grant or issue any options rights or warrants or which
may require the issue of shares in the future or do any act which has the
effect of diluting or reducing the effective shareholding of the Investors in
the Company or their effective interest in any Group Company, except for (A) a
redemption in accordance with the Company’s Articles of Associations, (B) a
repurchase or issuance of shares pursuant to an employee share option plan
approved by the Investors, (C) issuances of Ordinary Shares upon
conversion of Series A Preferred Shares or Series B Preferred Shares or
other outstanding convertible securities approved by the Investors, and (D) issuances
of Ordinary Shares upon exercise of outstanding options or warrants approved by
the Investors.


 


(i)                                     Borrow any money or obtain any financial facilities except pursuant to
trade facilities obtained from banks or other financial institutions in the
ordinary course of business exceeding US$400,000 (or its equivalent in other
currencies) or in excess of US$2,000,000 (or its equivalent in other
currencies) at any time in any financial year.


 


(j)                                     Create, allow to arise or issue any debenture constituting a pledge,
lien or charge (whether by way of fixed or floating change, mortgage
encumbrance or other security) security interest, guarantee, claim,
restriction, equity or encumbrances of any nature whatsoever on any of the
property, undertaking, assets or rights of any Group Company, except for the
purpose of securing borrowings from banks or other financial institutions in
the ordinary course of business exceeding US$800,000 (or its equivalent in
other currencies) or in excess of US$2,400,000 (or its equivalent in other
currencies) at any time in any financial year.


 


(k)                                  Sell, transfer, license, charge, encumber or otherwise dispose of any
trademarks, patents, trade name, or other intellectual property owned by any
Group Company, other than licensing in the ordinary course of business.


 


45

















 


(l)                                     Make any alteration or amendment to the Memorandum of Association or
Articles of Association of the Company, or the constitutional documents of any
other Group Company.


 


(m)                               Increase or reduce the maximum number of Directors on the Board.


 


(n)                                 Dispose of or dilute the Company’s direct or indirect interest in any of
its Subsidiaries (including, without limitation, the WFOE and the Domestic
Companies) or the establishment of any direct or indirect subsidiary of the
Company.


 


(o)                                 Cease to conduct or carry on the business of any Group Company
substantially as now conducted or change any part of its business activities.


 


(p)                                 Sell or dispose of the goodwill or assets of any Group Company other
than in the ordinary course of business.


 


(q)                                 Pass any resolution for the winding up or dissolution of any Group
Company or undertake any merger, reconstruction or liquidation exercise
concerning any Group Company or apply for the appointment of a receiver,
manager or judicial manager or like officer in respect of any Group Company.


 


(r)                                    Settle, compromise or concede any litigation, legal proceedings,
arbitration, mediation or any other dispute resolution procedures involving any
claim in excess of US$40,000 (or its equivalent in other currencies) or any
injunction; provided that the Company shall immediately notify each Investor of
any actual or threatened litigation, legal proceedings, arbitration, mediation
or any other dispute resolution procedures irrespective of its nature or size.


 


(s)                                  Permit the sale, transfer or disposition of the outstanding Shares
directly or indirectly in the Company held by Yu Dong, provided the Investors
shall not withhold or delay their consents unreasonably.


 


(t)                                     Select the listing exchange or the underwriters for the Qualified IPO
or approve the valuation and terms and conditions for the Qualified IPO.


 


19.2                          Protection of Reserved Matters. Each of the Company, the BVI Company, the Hong Kong Company,
Distribution Workshop, Distribution HK, the Founders, the Ordinary
Shareholders, the WFOE and the Domestic Companies (except for Bona Ying Long)
jointly and severally undertakes to each Investor that it shall exercise all
its rights and powers in relation to the Company and the Group Companies so as
to procure that, subject to applicable law, no resolutions to approve,
authorize and ratify any of the Reserved Matters shall be considered or passed
or effected at any meeting of Shareholders or otherwise, without first
obtaining the Investor Consent.


 


19.3                          Control of Directly Owned Subsidiaries.  The Company will exercise or
refrain


 


46

















 


from exercising any voting rights or other powers of
Control which it may have in or over any of its directly owned subsidiaries,
each a “Directly Owned
Subsidiary”) so as to ensure that none of the actions set out in
Section 19.1 will be taken by any such Directly Owned Subsidiary without
the same prior approval as required under Section 19.1, insofar as it is
not inconsistent with or contrary to the laws and regulations of the
jurisdiction in which such Directly Owned Subsidiary is organized. For this
purpose, references in Section 19.1 to the Company shall be construed as
references to such Directly Owned Subsidiary.


 


19.4                          Control of Indirectly Owned Subsidiaries. The Company will cause each of its Directly Owned Subsidiaries to
exercise or refrain from exercising any voting rights or other powers of Control
(whether direct or indirect) which it may have in or over any company which is
a subsidiary of any Directly Owned Subsidiary, each an “Indirectly Owned Subsidiary”)
so as to ensure that none of the actions set out in Section 19.1 will be
taken by such Indirectly Owned Subsidiary without the same prior approval as
required under Section 19.1, insofar as it is not inconsistent with or
contrary to the laws and regulations of the jurisdiction in which such
Indirectly Owned Subsidiary is organized. 
For this purpose, references in Section 19.1 to the Company shall
be construed as references to such Indirectly Owned Subsidiary.


 


19.5                          Obtaining a Qualified IPO or an Approved Sale. The Company and the Founders undertake to the Investors, jointly and
severally, to use reasonable endeavors to cause within four years from the date
hereof:


 


(a)                                   a Qualified IPO; or


 


(b)                                  an Approved Sale.


 


19.6                          Investors’ Right to Participate in Underwritten Public
Offering. If Shares or other
securities of the Company are offered in an underwritten public offering
(whether or not a Qualified IPO) for the account of any Founder, any
Shareholders or any holder of other securities of the Company, each holder of the
Preferred Shares shall have the right to include a pro-rata number of its Shares
(based on the number of shares (on an as-if-converted basis) then held by such
holder of the Preferred Shares and other Shareholders selling in the offering)
in the offering on terms and conditions no less favorable to the holders of the
Preferred Shares than to any other Person selling Shares or other securities in
the offering, subject to the conditions and limitations set forth in Section 8.2
(to the extent applicable).


 


19.7                          Non-Competition.


 


(a)                                  Yu Dong and Yu Hai undertakes to each of the Investors that for a period
of 24 months after he ceases to be employed by a Group Company, he will not,
without the Investor Consent:


 


(i)                          in the territory of PRC, the Hong Kong SAR, the Macau SAR and


 


47

















 


Taiwan either on his own account or through any of
his Affiliates, or in conjunction with or on behalf of any other Person, carry
on or be engaged, concerned or interested directly or indirectly whether as
Shareholder, director, employee, partner, agent or otherwise carry on any
business in direct competition with the Business;


 


(ii)                       either on his own account or through any of his Affiliates or in
conjunction with or on behalf of any other Person solicit or entice away or
attempt to solicit or entice away from any Group Company, the custom of any
person, firm, company or organization who is or shall at any time within 36
months prior to such cessation have been a customer, client, representative,
agent or correspondent of such Group Company or in the habit of dealing with
such Group Company;


 


(iii)                    either
on his own account or through any of his Affiliates or in conjunction with or
on behalf of any other Person, employ, solicit or entice away or attempt to
employ, solicit or entice away from any Group Company any person who is or
shall have been at the date of or within 12 months prior to such cessation an
officer, manager, consultant or employee of any such Group Company whether or
not such person would commit a breach of contract by reason of leaving such
employment; and


 


(iv)                   neither
he nor any of his Affiliates will at any time hereafter, in relation to any
trade, business or company use any business or trade name or any permutation,
combination, derivation or part thereof now or hereafter used by any Group
Company in its name or in the name of any of its products, services or their
derivative terms, or the Chinese or English equivalent or any similar word in
such a way as to be capable of or likely to be confused with the name of any
Group Company or the product or services or any other products or services of
any Group Company, and shall use all reasonable endeavors to procure that no
such name shall be used by any of his Affiliates or otherwise by any Person
with which he is connected.


 


(b)                                 Each and every obligation under clause (a) of this Section 19.7
shall be treated as a separate obligation and shall be severally enforceable as
such and in the event of any obligation or obligations being or becoming
unenforceable in whole or in part, such part or parts which are unenforceable
shall be deleted from such Section and any such deletion shall not affect
the enforceability of the remainder parts of such Section.


 


(c)                                  The Parties agree that having regard to all the circumstances, the
restrictive covenants contained in clause (a) of this Section 19.7
are reasonable and necessary for the protection of the Group and the
Shareholders, and further


 


48

















 


agree that having regard to those circumstances the
said covenants and are not excessive or unduly onerous upon the Founder.
However, it is recognized that restrictions of the nature in question may fail
for technical reasons currently unforeseen and accordingly it is hereby agreed
and declared that if any of such restrictions shall be adjudged to be void as
going beyond what is reasonable in all the circumstances for the protection of
the Group or the Shareholders, but would be valid if part of the wording
thereof were deleted or the periods thereof reduced or the range of activities
or area dealt with thereby reduced in scope, the said restriction shall apply
with such modification as may be necessary to make it valid and effective.


 


19.8                          WFOE, the Hong Kong Company and the BVI Company Shareholding. The Company will at all times directly hold and be registered as the
holder of record of 100 percent of the equity interest in the WFOE, the Hong
Kong Company and the BVI Company.


 


20.                                ESOP.


 


20.1                          Establishment of Compensation Committee.  The Board shall forthwith
establish a Compensation Committee consisting of one of the Series A
Representatives, the Matrix Representative and one of the Ordinary Shareholders
Representatives. The Compensation Committee shall propose the terms of the ESOP
and all grants of awards thereunder to the Board, for approval and adoption by
the Board and the Shareholders, shall have the power and authority to
administer the ESOP and to grant options thereunder in accordance with such
approval by the Board and the Shareholders, and shall have such other powers and
authorities as the Board shall delegate to it.


 


21.                                Miscellaneous.


 


21.1                          Governing Law. Sections
7 through 16 of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, excluding those laws that
direct the application of the laws of another jurisdiction. All other
provisions of this Agreement shall be governed by, and construed in accordance
with, the laws of the Hong Kong Special Administrative Region, excluding those
laws that direct the application of the laws of another jurisdiction.


 


21.2                          Dispute Resolution.


 


(a)                                  Any dispute, controversy or claim arising out of or relating to this
Agreement, or the interpretation, breach, termination or validity hereof, shall
be resolved through consultation. Such consultation shall begin immediately
after one party hereto has delivered to the other party hereto a written
request for such consultation.  If within
30 days following the date on which such notice is given the dispute cannot be
resolved, the dispute shall be submitted to arbitration upon the request of
either party with notice to the other.


 


49

















 


(b)                                 The arbitration shall be conducted in Hong Kong under the auspices of
the Hong Kong International Arbitration Centre (the “Centre”).  There shall be one arbitrator. The arbitrator
shall be jointly appointed by the disputing parties or, failing which the
Secretary-General of the Centre shall appoint the arbitrator.


 


(c)                                  The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the UNCITRAL Arbitration Rules as
administered by the Centre at the time of the arbitration.


 


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


 


(e)                                  Each party shall cooperate with the other in making full disclosure of
and providing complete access to all information and documents requested by the
other in connection with such arbitration proceedings, subject only to any
confidentiality obligations binding on such party.


 


(f)                                    In the course of arbitration, the Parties shall continue to implement
the terms of this Agreement except (as between the disputing parties) for the
matters under arbitration.


 


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


 


(h)                                 Either party shall be entitled to seek preliminary injunctive relief
from any court of competent jurisdiction pending the constitution of the
arbitral tribunal.


 


21.3                          Counterparts and Facsimile Execution. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Any counterpart or other signature delivered by
facsimile shall be deemed for all purposes as being a good and valid execution
and delivery of this Agreement by that party.


 


21.4                          Headings.  The headings of the Sections of this
Agreement are for convenience and shall not by themselves determine the
interpretation of this Agreement.


 


21.5                          Notices.
Except as may be otherwise provided herein, all notices, requests, waivers and
other communications made pursuant to this Agreement shall be in writing and
shall be conclusively deemed to have been duly given (a) when hand
delivered to the other party; (b) when printed confirmation sheet
verifying successful transmission of the facsimile is generated by the sender’s
machine, when sent by facsimile at the number set forth below (or hereafter
amended by subsequent notice


 


50














 


to the parties hereto); (c) five Business Days
after deposit in the mail as certified mail, receipt requested, postage prepaid
and addressed to the other party as set forth below; or (d) three Business
Days after deposit with an overnight delivery service, postage prepaid,
addressed to the parties as set forth below, provided that the sending party
receives a confirmation of delivery from the delivery service provider.


 


To:           Any of the Covenantors


 


c/o
 11/F,
Guan Hu Garden 3


105
Yao Jia Yuan Road, Chaoyang District


Beijing
100025, PRC


 


Attention:
Chief Executive Officer


 


Facsimile:
+86 (10) 5928 3383


Telephone:
+86 (10) 5928 3663.


Email:
yudong@polybona.com.cn


 


To:           SIG


 


101
California Street, Suite 3250


San Francisco


CA 94111, USA


 


Attention: Mr. Michael L. Spolan


 


Facsimile:
+1(610) 6173896


Telephone:
+1(415) 4036510


Email:
michael.spolan@sig.com


 


To:           Sequoia


 


2408,
Air China Plaza


36
Xiaoyun Road


Chaoyang
District


Beijing
100027, P.R. China


 


Attention:
Mr. Steven Ji


 


Facsimile:
+ 86(10) 84475669 


Telephone:
+86(10) 84475668


Email:
sji@sequoiacap.com


 


To:           Matrix


 


Suite 2901, Nexus Center,


 


51

















 


No. 19A,
East 3rd Ring Road North,


Chaoyang
District, Beijing, 100020, China


 


Attention:
Mr. David Su


 


Facsimile:
+86 (10) 65000066


Telephone:
+86 (10) 65000088


Email:
dsu@matrixpartners.com.cn


 


To:           Sina


 


20F, Ideal
Plaza, No.58,


Bei
Si Huan Xi Road,


Haidian
District,


Beijing
100080


Attention: Charles Chao


 


Facsimile:
+ 86(10) 82607166


Telephone:
+86(10) 82628888


Email:
charlesc@staff.sina.com.cn


 


To:           Zero2IPO


 


Room 2101, 21st Floor, Westlands Centre,


20
Westlands Road, Quarry Bay,


Hong Kong


 


Attention: Chung Wai Chi, Danny


 


Facsimile:
+ 852-2960-0185


Telephone:
+852-2960-4611


Email:
dannychung@zero2ipo.com.cn


 


To:           Wayford


 


Room 2101,
21/F, World Wide House,


8
Connaught Place, Central, Hong Kong.


 


Attention: Zhou Xin


 


Facsimile:
+ 852 35211503


Telephone:
+852 21210880


Email:
michelle@ehousehk.com


 


52

















 


To:           Blooming Capital Limited


Room 1501,
Tower B, Euro America Center, No.18 Jiaogong Road, 


Hangzhou,
Zhejiang


 


Attention:
Mr. Cao Guoxiong


 


Facsimile:
+86 571 85460681


Telephone:
+86 571 85463628


Email:
caoguoxiong@126.com


 


Each
person making a communication hereunder by facsimile shall promptly confirm by
telephone to the person to whom such communication was addressed each
communication made by it by facsimile pursuant hereto but the absence of such
confirmation shall not affect the validity of any such communication.  A party may change or supplement the
addresses given above, or designate additional addresses, for purposes of this Section 21.5
by giving the other parties written notice of the new address in the manner set
forth above.


 


21.6         Amendment of Agreement.
This Agreement may be amended at any time by a written instrument signed by the
Company, holders of a majority of the Ordinary Shares, and Investors
representing at least three-fourths (3/4) of the Preferred Shares then
outstanding, as adjusted in accordance with their terms, or securities
resulting from the conversion or exchange of such Preferred Shares.  No waivers of or exceptions to any term,
condition or provision of this Agreement, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.


 


21.7         Severability.
In case any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


21.8         Entire Agreement; Successors and Assigns. Except as specifically referenced in this Agreement, this Agreement,
together with all Exhibits to this Agreement, constitute the entire contract
among the Parties with respect to the subject matter of this Agreement.  Any prior or contemporaneous agreement,
discussion, understanding, or correspondence among the parties (including any
prior representations or warranties given by the Parties and the Original
Agreement) regarding the subject matter of this Agreement is superseded by this
Agreement and this Agreement shall replace the Original Agreement in its
entirety. Subject to the exceptions specifically set forth in this Agreement,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective executors, administrators, heirs, successors, and
assigns of the Parties to this Agreement.


 


21.9         Conflict with Charter Documents. In the event of any conflict or inconsistency 


 


53

















 


 


between the provisions of this Agreement and the
provisions of the Company’s Articles or Memorandum of Association or other
constitutional documents, the parties shall, notwithstanding the conflict or
inconsistency, act so as to effect the intent of this Agreement to the greatest
extent possible under the circumstances and shall promptly amend the
conflicting constitutional documents to conform to this Agreement to the
greatest extent possible.


 


21.10       Assignability.  Subject to Section 17, the rights and
obligation under this Agreement shall not be assignable by any party without
the prior written consent of all the other Parties.


 


21.11       Termination. The
provisions of this Agreement, save for Sections 1, 2.2(b), 7, 8, 9, 10, 11, 12,
13, 14, 15, 16, 21 and 22 and other provisions that by their express terms
survive termination, shall cease to have effect immediately upon a Qualified
IPO and no parties shall have any rights or obligations under these provisions
(save as excepted above) save for any obligations arising in connection prior
to the Qualified IPO.


 


21.12       Exercise of Investor’s Rights.
Any rights of any Investor under this Agreement may, without prejudice to such
Investor to exercise any such rights, be exercised by any fund manager of such
Investor or their respective nominees (“Fund Manager”, which in the case of SIG
includes Susquehanna Asia Investment, LLLP and in the case of Sequoia includes
Sequoia Capital Management I, L.P.,), unless such Investor has given notice to
the other Parties that any such rights cannot be exercised by such Fund
Manager.


 


21.13       Several Liability of Holders of Preferred Shares. Each holder of the Preferred Shares shall be severally (and not
jointly and severally or jointly with any other Person) liable for its own
obligations under this Agreement.


 


22.           Confidentiality and Announcements.


 


22.1         Disclosure of Terms. No
Party shall, without the prior written approval of the Investors, make any
announcement concerning or otherwise disclose or divulge any information
concerning any Investor’s involvement with or interest in any Group Company
including (without limitation) the subject matter and the terms and conditions
set forth in the Transaction Documents, negotiations relating thereto, and
information obtained pursuant to Section 2.2(a) hereof, which shall
be confidential information (collectively, “Confidential Information”); provided,
however, that the Investors and the Company may disclose or make announcements
with respect to the amount of funds raised by the Company, and the identity of
the Investors.


 


22.2         Confidentiality Period. Each
Party (other than the Investors) shall at all times after the date of this
Agreement keep confidential, and not directly or indirectly reveal, disclose or
use for any purpose, any Confidential Information, howsoever received or
obtained.


 


54

















 


22.3         Permitted Disclosures. The
prohibitions set out in Sections 22.1 and 22.2 do not apply to:


 


(a)           information
which was in the public domain or otherwise known to a Party (the “Disclosing Party”)
before it was provided to the Disclosing Party by another Party, or entered the
public domain otherwise than as a result of (a) a breach by the Disclosing
Party of this Section 22, or (b) a breach of a confidentiality
obligation by the another person, where such breach was known to the Disclosing
Party;


 


(b)           disclosure
of Confidential Information which is legally compelled by any law, the order of
any court, the requirements of a stock exchange or to obtain tax or other
clearances or consents from any relevant authority that is applicable to the
Disclosing Party, and provided that the Disclosing Party shall promptly provide
the other Parties with written notice of that fact, in accordance with Section 21.5,
so that such other Parties may seek a protective order, confidential treatment
or other appropriate remedy.  In such
event, the Disclosing Party shall furnish only that portion of the Confidential
Information which is legally required and shall exercise reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded such
Confidential Information to the extent requested by the other Parties hereto;


 


(c)           information
disclosed by any Investor (or its fund manager) for the purposes of fund
reporting or inter-fund reporting or to its fund manager, other funds managed
by its fund manager and their respective affiliates, advisers, consultants,
auditors, directors, officers, employees, stockholders, investors or insurers;


 


(d)           information
disclosed by any Investor to a bona fide potential purchaser of or investor in
any class of shares in the capital stock of the Company; or


 


(e)           information
disclosed by any Investor Representative to the Investor that appointed him, or
its Affiliates.


 


22.4         Founders’ Obligations.
The Founders shall cause the observance of this Section 22 by each Group
Company, shall allow access to Confidential Information only to directors,
officers and employees of the Group Companies whose duties require them to
possess such Confidential Information, and shall take all reasonable steps to
minimize the risk of disclosure of Confidential Information.


 


22.5         Other Information. The
provisions of this Section 22 shall be in addition to, and not in
substitution for, the provisions of any separate nondisclosure agreement
executed by any of the Parties hereto with respect to the transactions
contemplated hereby.


 


[Remainder of
this page intentionally left blank]


 


55

















 


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


 


 


	
  BONA FILM GROUP LIMITED

  	
   

  	
  BONA INTERNATIONAL FILM GROUP
  LIMITED 

  
	
  By:

  	
  /s/ Yu Dong

  	
   

  	
  ()

  
	
  Name: Yu Dong

  	
   

  	
   

  
	
  Title: Director

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Yu Dong

  
	
   

  	
   

  	
  Name: Yu Dong

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
  BONA
  ENTERTAINMENT COMPANY LIMITED ()

  	
   

  	
  ZHEJIANG BONA MOVIE AND TELEVISION PRODUCTION CO., LTD.
  ()

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Yu Dong

  	
   

  	
  By:

  	
  /s/
  Yu Dong

  
	
  Name:
  Yu Dong

  	
   

  	
  Name:
  Yu Dong

  
	
  Title:
  Director

  	
   

  	
  Title:
  Legal Representative

  
	
   

  	
   

  	
   

  
	
  BEIJING
  BONA NEW WORLD MEDIA TECHNOLOGY CO., LTD.

  ()

  	
   

  	
  BEIJING
  BONA FILM CULTURE COMMUNICATION CO., LTD. ()

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Yu Dong

  	
   

  	
  By:

  	
  /s/
  Yu Dong

  
	
  Name:
  Yu Dong

  	
   

  	
  Name:
  Yu Dong

  
	
  Title:
  Legal Representative

  	
   

  	
  Title:
  Legal Representative

  
	
   

  	
   

  	
   

  
	
  BEIJING
  BAICHUAN FILM DISTRIBUTION CO., LTD. ()

  	
   

  	
  BEIJING
  BONA ADVERTISING CO., LTD.

  ()

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Yu Dong

  	
   

  	
  By:

  	
  /s/
  Yu Dong

  
	
  Name:
  Yu Dong

  	
   

  	
  Name:
  Yu Dong

  
	
  Title:
  Legal Representative

  	
   

  	
  Title:
  Legal Representative

  



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


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


 


	
  DISTRIBUTION WORKSHOP (BVI) LTD.

  	
   

  	
  BEIJING BONA MEI TAO CULTURE
  MEDIA CO., LTD. ()

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Yu Dong

  	
   

  	
   

  
	
  Name:
  Yu Dong

  	
   

  	
   

  
	
  Title:
  Director

  	
   

  	
  By:

  	
  /s/
  Yu Dong

  
	
   

  	
   

  	
  Name:
  Yu Dong

  
	
   

  	
   

  	
  Title:
  Legal Representative

  
	
   

  	
   

  	
   

  
	
  SKILLGREAT
  LIMITED. ()

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Yu Dong

  
	
  By:

  	
  /s/
  Yu Dong

  	
   

  	
  Yu Dong ()

  
	
  Name:
  Yu Dong

  	
   

  	
   

  
	
  Title:
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Yu Hai

  	
   

  	
   

  
	
  Yu Hai()

  	
   

  	
   

  



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


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


 


 


	
  /s/
  Shi Nansun  

  	
   

  	
  /s/
  Wing Hung Jeffrey Chan

  
	
  Shi Nansun ()

  	
   

  	
  Wing Hung Jeffrey Chan ()

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jiang Fengyun  

  	
   

  	
  /s/
  Irene Hong Tanner

  
	
  Jiang Fengyun ()

  	
   

  	
  Irene Hong Tanner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Onachieve
  Investments Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Law Hiu Man  

  	
   

  	
   

  
	
  Law Hiu Man ()

  	
   

  	
  By:

  	
  /s/
  Ku Ka Lee

  
	
   

  	
   

  	
  Name:
  Ku Ka Lee

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Media
  Range Limited

  	
   

  	
  PreIPO
  Capital Partners Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Zhong Jiang

  	
   

  	
  By:

  	
  /s/
  Wu Kezhong

  
	
  Name: Zhong Jiang

  	
   

  	
  Name:
  Wu Kezhong

  
	
  Title: Authorized Signatory

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
  Vasto
  International Limited

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Fan Kwong Ning

  	
   

  	
   

  
	
  Name:
  Fan Kwong Ning

  	
   

  	
   

  
	
  Title:
  Director

  	
   

  	
   

  
							



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 






 










 


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


 


 


	
  SIG
  CHINA INVESTMENTS ONE, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael L. Spolan

  	
   

  
	
  Name:
  Michael L. Spolan

  	
   

  
	
  Title:
  Vice President

  	
   

  
	
  SIG
  Asia Investment LLP

  	
   

  
	
  authorized
  agent for

  	
   

  
	
  SIG
  China Investments One, Ltd.

  	
   

  
			



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


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


 


 


	
  SEQUOIA
  CAPITAL CHINA I, L.P.

  	
   

  
	
  SEQUOIA
  CAPITAL CHINA PARTNERS FUND I, L.P.

  	
   

  
	
  SEQUOIA
  CAPITAL CHINA PRINCIPALS FUND I, L.P.

  	
   

  
	
   

  	
   

  
	
  By:
  Sequoia Capital China Management I, L.P.

  	
   

  
	
  A
  Cayman Islands Exempted Limited partnership

  	
   

  
	
  General
  Partner of Each

  	
   

  
	
   

  	
   

  
	
  By:
  SC China Holding Limited

  	
   

  
	
  A
  Cayman Islands limited liability company

  	
   

  
	
  Its
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jimmy Wong

  	
   

  
	
  Name:
  Jimmy Wong

  	
   

  
	
  Title:
  Authorized Signatory

  	
   

  
			



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


 


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


 


	
  Matrix
  Partners China I, L.P.

  	
   

  
	
  c/o Maples Corporate
  Services Limited

  	
   

  
	
  P.O. Box 309 Ugland
  House,

  	
   

  
	
  Grand Cayman, KY1-1104,
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Matrix China Management I, L.P.

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Matrix China I GP GP, Ltd.

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Tim Barrows

  	
   

  
	
  Print Name: Tim Barrows

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Matrix
  Partners China I-A, L.P.

  	
   

  
	
  c/o Maples Corporate
  Services Limited

  	
   

  
	
  P.O. Box 309 Ugland
  House,

  	
   

  
	
  Grand Cayman, KY1-1104,
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Matrix China Management I, L.P.

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Matrix China I GP GP, Ltd.

  	
   

  
	
   

  	
  its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Tim Barrows

  	
   

  
	
  Print Name: Tim Barrows

  	
   

  
	
  Title:
  Authorized Signatory

  	
   

  



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


 


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


 


	
  SINA Hong Kong Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Charles Chao

  	
   

  
	
  Name:
  Charles Chao

  	
   

  
	
  Title:
  Chief Executive Officer

  	
   

  
			



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


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


 


	
  Zero2IPO China Fund II, L.P.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Chung Wai Chi, Danny

  	
   

  
	
  Name:
  Chung Wai
  Chi, Danny

  	
   

  
	
  Title: Authorized Signatory

  	
   

  
			



 


[SHAREHOLDERS’ AGREEMENT SIGNATURE PAGE]


 

















 


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


 


	
  Wayford
  Enterprises Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Zhou Xin

  	
   

  
	
  Name:
  Zhou Xin

  	
   

  
	
  Title:
  Director

  	
   

  
			



 

















 


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


 


 


	
  Blooming
  Capital Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Cao Guoxiong

  	
   

  
	
  Name:
  Cao Guoxiong

  	
   

  
	
  Title: Authorized Signatory