Exhibit 4.15





Exhibit 4.15




This is an English translation of the original agreement in Chinese




SHAREHOLDERS’ AGREEMENT




This Shareholders’ Agreement (this “Agreement”) is entered into by and among the following parties
on September 17, 2008, in Guangzhou, the People’s Republic of China (“PRC”).



Party A: Guangdong Meidiya Investment Co., Ltd.

Registered address: Room 603, Xiangkang Commercial Building, No. 11 Sanyuanli Boulevard, Baiyun
District, Guangzhou



Party B: Chengdu Mingxia Industrial Co., Ltd.

Registered address: 4/F, Hongchuan Building, No. 17, Ambassador Road, Chengdu



Party C: Keping Lin

ID No.:

Address:




(Party A, Party B and Party C shall hereinafter individually be referred to as the “Party”, and
collectively the “Parties”; Party B and Party C are hereinafter collectively referred to as the
“Original Shareholders”)



Target Company: Beijing Fanhua Datong Investment Management Co., Ltd. (hereinafter called the
“Company”)

Address: Room 801-803, 805-808, Block B, Jiahao International Center, No. 116, Zi Zhuyuan Road,
Haidian District, Beijing



Whereas,





	1.	 	The Company is a limited liability company duly incorporated and validly existing under the
PRC laws, with a registered capital of RMB20 million, of which RMB11 million were contributed
by Party B, representing 55% of the equity interests in the Company, and RMB9 million were
contributed by Party C, representing 45% of the equity interests in the Company. As of the
date of execution of this Agreement, Party B and Party C lawfully enjoy all the shareholders’
rights underlying their
capital contributions to the Company.





 


 









 











	2.	 	Party B is a limited liability company duly incorporated and validly existing under the PRC
laws. It intends to transfer all of its 55% equity interests in the Company to Party A.







	3.	 	Party A is a limited liability company duly incorporated and validly existing under the PRC
laws. It intends to acquire the 55% equity interests in the Company currently held by Party B.







	4.	 	Party C agrees that Party B may transfer all of its 55% equity interests in the Company to
Party A. It also undertakes to invest RMB20 million into the capital reserve of the Company.







	5.	 	The Original Shareholders guarantee the Company’s performance targets for the years 2009 to
2010 in favor of Party A, and agree to provide a security deposit and adjust the equity
interests in connection with such guarentee.






In connection with the above-mentioned equity transfer, the Parties hereby enter into the following
agreement through friendly consultation in accordance with the applicable laws and regulations, and
in the spirit of equality and mutual benefit and in good faith.




	1.	 	Definition and Interpretation







In this Agreement, unless otherwise stated, the following terms shall have the following
meanings:




Confidential Information refers to all the oral or written information related to
the business operations, business strategies, business plans, investment plans, products,
sales, employees, technology, purchases, financial results or other matters of the Company
and the Parties hereto, including but not limited to all the reports and records, and
copies, duplications and translations thereof, that contain such information.




Force Majeure refers to any and all events that occurs after the date of this
Agreement and can not be predicted, avoided or overcome, and that has caused any Party
hereto to fail to perform any or all of its obligations under this Agreement, including
earthquakes, typhoons, floods, droughts, fires, wars, inaccessibility to domestic or
international transports, acts of governments, infectious diseases, riots, disruption of
electricity supply without notice, or any other similar incident.


 


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Closing refers to the completion of the procedures for registration of the Equity
Transfer at, and obtainment of documentation evidencing such Equity Transfer from, the
Administration for Industry and Commerce by the Parties hereto in accordance with the PRC
laws and this Agreement, after satisfying all applicable conditions.




Closing Date refers to the date on which the Administration for Industry and
Commerce issues a certificate of registration for the Equity Transfer in accordance with the
PRC laws and regulations.




Execution Date refers to the date on which this Agreement is signed and stamped by
the Parties hereto, as shown on the first page of this Agreement.




Equity Transfer refers to the transfer of 55% of the equity interests of the Company
from Party B to Party A according to the terms of this Agreement.




Consideration refers to the payment Party A shall make to Party B for acquiring the
55% equity interests of the Company held by Party B according to the terms of this
Agreement.




Articles of Association refers to the articles of association of the Company.




Date/Day refers to the calendar day.




China or PRC refers to the People’s Republic of China, excluding, solely for the
purpose of this Agreement, Taiwan, Hong Kong and Macau.




PRC laws refer to all the applicable laws, orders and regulations of the PRC, and
all the applicable regulations, guidelines, ordinances, notices, pronouncements,
instructions, decisions or other mandates promulgated by the governmental departments.




Standard Premiums with a Payment Period of more than 5 Years refers to the converted
premiums of life insurance policies with a payment period of more than 5 years, calculated
using life insurance policies with a 20-year payment term as the standard (see Annex 1 for
the conversion formula).




	2.	 	Equity Transfer and Consideration







	 	2.1	 	Party B intends to transfer all of its 55% equity interests in the Company to
Party A, and Party A agrees to acquire the said equity interests.







	 	2.2	 	Each of Party A and Party B confirms that the consideration for the Equity
Transfer shall be RMB11 million, which Party A shall pay in full within
sixty (60) business days after the Closing Date.





 


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	 	2.3	 	After the Closing, the proportion of each Party’s contribution in the registered
capital of the Company shall be:







Party A: RMB 11 million, representing 55% of the registered capital; and





Party C: RMB 9 million, representing 45% of the registered capital.




	3.	 	Capital Reserve







Party C agrees and undertakes to unilaterally invest an additional RMB 20 million to the
Company’s capital reserve within twenty-four (24) months after the Closing Date.




	4.	 	Performance Guarantee







	 	4.1	 	The Original Shareholders undertake that the annual net profit of the Company
shall not be less than RMB10 million, RMB30 million and RMB80 million in 2009, 2010 and
2011, respectively.







	 	4.2	 	Party A and the Original Shareholders agree that the above-mentioned net profit
refers to the sum of the net profit as presented in the consolidated financial
statements of the Company prepared in accordance with the U.S. GAAP, plus the consulting
fees, trademark licensing fees and other fees which the Company and its subsidiaries pay
to Party A and its related companies in the year.







	 	4.3	 	The Original Shareholders agree to adjust their equity interests according to the
actual result of the above-mentioned performance targets, and to provide a security
deposit as a guarantee. Annex 2 hereto sets forth the details of the equity adjustment
and the security deposit.







	5.	 	Corporate Governance







After the Closing, Party A and Party C agree to govern the Company in the following manner:




	 	5.1	 	Party A shall support Party C to continue to serve as the chairman of the board of
directors of the Company, whose term shall be governed by the Articles of Association of
the Company.







	 	5.2	 	The shareholders, the board of directors and the management of the Company shall
operate the Company in accordance with their respective terms of reference set out in the
Articles of Association of the Company (see Annex 3).





 


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	 	5.3	 	The board of directors of the Company shall consist of seven (7) members, of whom
four (4) shall be designated by Party A and three (3) shall be designated by Party C. An
audit committee of the board of directors shall be established and shall consist of three
(3) members, two (2) of whom shall be designated by Party A and one (1) shall be
designated by Party C. The chairman of the audit committee shall be designated by Party
A. The audit committee shall be responsible for establishing the budget management system
and accounting management procedures of the Company and its subsidiaries.







	 	5.4	 	The Company and its subsidiaries shall strictly observe the Nasdaq Marketplace
Rules to which Nasdaq-listed companies are subject and Sarbanes-Oxley Act.







	6.	 	Profits Distribution







Party A and Party C agree that the Company shall distribute to Party A all of the net profits
generated from 2009 to 2011 within a time frame specified by Party A.




	7.	 	Closing







	 	7.1	 	The Closing is subject to the following conditions:







	 	7.1.1	 	In accordance with the relevant laws, regulations, administrative
rulings and the respective articles of association, the internal authority of each
Party has made their respective resolution and has agreed upon the Equity Transfer
contemplated under this Agreement;







	 	7.1.2	 	The government authorities have duly approved (if necessary) the
change of shareholders of the Company pursuant to this Agreement, and the Parties
agree to use their best efforts to work with such authorities and provide the
necessary material and information;







	 	7.1.3	 	All representations and warranties made by the Parties hereunder
have continued to be true, complete and accurate, and there have been no material
misrepresentations or omissions, until the Closing Date;







	 	7.1.4	 	The Parties have performed their obligations hereunder in
accordance with this Agreement by the Closing Date;





 


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	 	7.1.5	 	The Parties shall have duly prepared a complete inventory of all
existing assets and financial resources of the Company before the Closing Date;







	 	7.1.6	 	Party C shall have formed a management team, established the
functional departments of the Company, and formulated the operational model,
internal policies and procedures and the financial budget model of the Company.







	 	7.2	 	After the Closing, the equity interests of Party B, together with the rights and
obligations thereof, shall be transferred to Party A, and Party A shall enjoy the rights
and bear the obligations in accordance with the Articles of Association of the Company.







	 	7.3	 	In the event that all of the conditions listed above have not been satisfied or
waived in writing by Party A, and the Closing has not occurred, by the end of the three
(3)-month period beginning from the Execution Date, this Agreement shall be terminated
immediately, unless the Parties agree in writing to defer the termination to a date no
later than six (6) months after the Execution Date.







	8.	 	Representations, Warranties and Covenants of the Parties







	 	8.1	 	Representations, Warranties and Covenants of Party A







Party A confirms that the representations and warranties hereunder are true, complete
and accurate, and shall, except as previously disclosed, remain effective until the
expiration date of this Agreement:




	 	8.1.1	 	Party A is a company duly incorporated and validly existing under
the PRC laws;







	 	8.1.2	 	Party A has full right and power, and has obtained all internal and
external authorizations necessary, for the execution of and performance of the
obligations under this Agreement;





 


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	 	8.1.3	 	When executed by the Parties hereto, this Agreement shall constitute
a valid and binding agreement of Party A. The execution and performance of this
Agreement by Party A will not violate any law, regulation, rule, administrative
decision, legal judgment or arbitral award that is binding upon Party A, its
articles of association or
board resolutions, breach the terms, conditions and covenants in any agreement
with any third party, or otherwise cause any conflicts of interest;







	 	8.1.4	 	Party A has sufficient funds and has made adequate financial
arrangements to enable it to fulfill its payment obligations pursuant to the terms
and conditions hereof.







	 	8.2	 	Representations, Warranties and Covenants of Party B







Party B confirms that the representations and warranties hereunder are true, complete
and accurate, and shall, except as previously disclosed, remain effective until the
expiration date of this Agreement:




	 	8.2.1	 	Party B is a company duly incorporated and validly existing under
the PRC laws. Party B is a shareholder of the Company duly registered at the
Administration for Industry and Commerce and lawfully owns the equity interests
that it intends to transfer to Party A. Party B is the sole owner of such equity
interests;







	 	8.2.2	 	Party B has not, for its own benefit or for the benefit of any third
party, placed any mortgage, pledge, guarantee, lien, trust or any other
encumbrance that may subject the equity interests to any claims by any third
party;







	 	8.2.3	 	Party B has full right and power, and has obtained all internal and
external authorizations necessary, for the execution of and performance of the
obligations under this Agreement;







	 	8.2.4	 	When executed by the Parties hereto, this Agreement shall constitute
a valid and binding agreement of Party B. The execution and performance of this
Agreement by Party B will not violate any law, regulation, rule, administrative
ruling, legal judgment, arbitral decision that is binding upon Party B, breach the
terms, conditions or covenants of any agreement with any third party or otherwise
cause any conflicts of interest;







	 	8.2.5	 	Except for this Agreement, there is no binding agreement, decision
or third party’s right with respect to the sale, transfer, allocation, guarantee
or disposal in any other manner of such equity interests held by Party B;





 


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	 	8.2.6	 	The financial information, technical information, managerial
information and other material information disclosed by Party B is complete
and accurate in all material respects, and there are no material
misrepresentations or omissions;







	 	8.2.7	 	Except as expressly disclosed to Party A (see Annex 4), the Company
has not provided any form of guarantee to any other party, and there is no
litigation, investigation, penalty or arbitration caused or likely to be caused by
any guarantee or improper transaction;







	 	8.2.8	 	Except for the liabilities and defects of titles as expressly
disclosed to Party A (see Annex 3), the Company has full title and right to the
properties, assets, real properties and the interests therein, and intangible
assets and the rights therein, free of any encumbrance;







	 	8.2.9	 	Except as expressly disclosed to Party A (see Annex 4), there are no
litigations, claims, arbitrations, or other legal or administrative proceedings
pending against the Company; no claims have been threatened against the Company
that could affect any of its properties, assets or businesses, and there exist no
facts or circumstances that could give rise to such claims;







	 	8.2.10	 	Except as expressly disclosed to Party A (see Annex 4), there is no existing
default under any material agreement or commitment by the Company, nor is there
any circumstance, event or act that could give rise to such default.







	 	8.3	 	Representations, Warranties and Covenants of Party C







Party C confirms that the representations and warranties hereunder are true, complete
and accurate, and shall, except as previously disclosed, remain effective until the
expiration date of this Agreement:




	 	8.3.1	 	Party C is a PRC citizen with full civil capacity under the PRC
laws;







	 	8.3.2	 	Party C has full right and power, and has obtained all
authorizations necessary for the execution of and performance of the obligations
under this Agreement;





 


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	 	8.3.3	 	When executed by the Parties hereto, this Agreement shall constitute
a valid and binding agreement of Party C. The execution and performance of this
Agreement by Party C will not violate any law, regulation, rule, administrative
ruling, legal judgment, arbitral decision that is binding upon Party C, breach the
terms, conditions
or covenants of any agreement with any third party or otherwise cause any
conflicts of interest;







	 	8.3.4	 	Party C has sufficient funds and has made adequate financial
arrangements to enable it to fulfill its obligations pursuant to the terms and
conditions hereof.







	9.	 	Treatment of Credits and Liabilities







	 	9.1	 	Except as otherwise provided hereunder, all credits and liabilities of the
Company that exist as of the Closing Date shall continue to be enjoyed and borne by the
Company.







	 	9.2	 	The following liabilities that exist as of the Closing Date, or that result from
events that occurred before the date of the Closing shall not continue to be borne by
the Company:







	 	9.2.1	 	Liabilities of the Company that has not been disclosed expressly to
Party A;







	 	9.2.2	 	Taxes and fees payable that has not been disclosed expressly to
Party A;







	 	9.2.3	 	Obligations and responsibilities of the Company in accordance with
agreements to which the Company is a party that have not been disclosed expressly
to Party A.







	 	9.3	 	In the event that the Company assumes the liabilities set forth in Article 9.2,
Party A is entitled to be indemnified by the Original Shareholders, who shall be jointly
and severally liable for such indemnifications.







	10.	 	Transition Period Arrangement







	 	10.1	 	The transition period hereunder refers to the period from the Execution Date to
the Closing Date.







	 	10.2	 	During the transition period, the Original Shareholders shall ensure that Party A
enjoys the following rights with respect to the Company:







	 	10.2.1	 	Party A will have the right to assign a financial employee to supervise the
operational and financial condition of the Company for the purposes of ensuring
that the operational and financial condition of the Company will not fall below
the level on the Execution Date;





 


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	 	10.2.2	 	Party A will have the right to assign an observer to the Company,
who will have the right to attend meetings of the board of directors and
meetings of senior management of the Company.







	 	10.3	 	During the transition period, the Original Shareholders covenant that:







	 	10.3.1	 	The Company will conduct its business in the same manner as it does on the
Execution Date, will not dispose of any assets or businesses out of its ordinary
course of business, and will not enter into any agreement or take any other
similar action that could cause adverse changes to the operational and financial
condition of the Company.







	 	10.3.2	 	They will cooperate with the observer by promptly reporting to the observer the
operational and financial condition of the Company, and providing relevant
materials, such as financial statements, balance sheets, income statements and
statements of changes in financial condition. The Original Shareholders shall
provide necessary explanations to the relevant materials as requested by the
observer.







	11.	 	Confidentiality







	 	11.1	 	Each Party hereto agrees that it and its employees and consultants shall keep
confidential, and shall not disclose to any third party or use for other purposes, any
and all business, technical, and financial information and other related documents,
materials, information and data provided by the other Party in connection with the
negotiation, execution or performance of this Agreement.







	 	11.2	 	Section 11.1 is not applicable to the following information:







	 	11.2.1	 	Information that has already been publicly disclosed or can be obtained in other
manners in accordance with this Agreement;







	 	11.2.2	 	Information that has been obtained by a Party in a manner that does not violate
the obligations of confidentiality;







	 	11.2.3	 	Information that is required to be disclosed in accordance with applicable laws;






 


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	 	11.2.4	 	Information that is disclosed by CNinsure Inc, a related party of Party A, in
accordance with the laws of the United States;






	 	11.2.5	 	Information that is disclosed for the purpose of performing the
obligations hereunder.







	 	11.3	 	The confidentiality obligations hereunder shall be binding upon the relevant
persons for a period of three years commencing from the date when such person becomes
aware of, gets hold of, knows, or comes into contact with the confidential information.







	12.	 	Non-competition







Except with the prior written consent of Party A, each of the Original Shareholders of the
Company, so long as they remain as the Company’s shareholders, shall not engage in any
industry that competes with the Company, or operate a business that competes with the business
of the Company. Otherwise, Party A will have the right to demand that Party B terminate its
operations, and the right, or the right of first refusal, to purchase at a reasonable price
the equity interests in Party B. Party C shall not engage in an industry that competes with
the Company, or operate a business that competes with the business of the Company for a period
of ten years after he ceases to be a shareholder of the Company. Otherwise, Party A will have
the right to demand that Party C terminate its operations, and the right, or the right of
first refusal, to purchase at a reasonable price the equity interests held by Party C.




	13.	 	Expenses and Taxes







	 	13.1	 	Each of the Parties shall be responsible for its/his own expenses incurred for
the engagement of legal counsel, accountants, appraisers, financial advisers and other
professionals.







	 	13.2	 	Each of Party A and Party B shall be responsible for its own tax liabilities
incurred in connection with the Equity Transfer in compliance with the laws.







	 	13.3	 	All the other expenses incurred, including without limitation filing fees for the
change of registration with the administration for industry and commerce, shall be borne
by the Company.





 


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	14.	 	Liabilities for Breach







	 	14.1	 	A Party hereto is in breach of this Agreement if such Party:







	 	14.1.1	 	fails to perform any obligation hereunder;

	 
	 	14.1.2	 	violates any representation, warranty or covenant hereunder;

	 
	 	14.1.3	 	makes any false or misleading representation and warranty hereunder.







	 	14.2	 	In the event of an aforesaid breach, the observing party will have the right to
require the breaching party to take remedial measures within 30 days and, if the
breaching party fails to remediate the breach within the specified period, to terminate
this Agreement and seek damages from the breaching party.







	 	14.3	 	Each Party agrees that, without compromising or limiting the observing party’s
rights to assert claims and seek damages for breach of the covenants, warranties or
obligations under this Agreement, the breaching party shall indemnify the observing
party as requested by the observing party:







	 	14.3.1	 	No less than RMB1 million to have the Parties’ conditions restored to those that
existed before the breach;







	 	14.3.2	 	Reasonable fees and expenses the observing party directly and indirectly
incurred as a result of the breach, including but not limited to reasonable
expenses for litigation, arbitration and/or attorneys’ fees.







	15.	 	Force Majeure







	 	15.1	 	Should any Party fail to perform its obligations pursuant to the terms and
conditions under this Agreement due to Force Majeure, such Party may seek exemption from
liabilities for breach, to the extent such breach was caused by Force Majeure, in
accordance with applicable laws and this Agreement.







	 	15.2	 	In order to be exempted from liabilities for breach in reliance on Section 15.1,
the Party that claims to be unable to perform its obligations hereunder due to Force
Majeure shall perform the following obligations:







	 	15.2.1	 	take all necessary measures to minimize or remove the effects of Force Majeure
so that the losses caused by Force Majeure are minimized; otherwise such Party
shall be responsible for the excess losses caused by Force Majeure;







	 	15.2.2	 	notify the other Party promptly and in any event no later than fifteen (15) days
after the occurrence of Force Majeure;






 


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	 	15.2.3	 	use reasonable effort to resume performance of the obligation(s) affected by
Force Majeure as soon as possible;






	 	15.2.4	 	provide sufficient evidence of the existence and duration of the event of Force
Majeure.







	 	15.3	 	Performance in the Event of Force Majeure







	 	15.3.1	 	During the period when one or more Parties are unable to perform part or all of
the obligations under this Agreement due to Force Majeure, the Parties shall
continue to perform the other obligations set forth in this Agreement;







	 	15.3.2	 	Should the event of Force Majeure continue for a period of more than ninety (90)
days, the Parties may, through amicable consultations, decide how to continue with
the performance of this Agreement, or seek other equitable ways and use all
reasonable efforts to minimize the effects of the event of Force Majeure.







	16.	 	Governing Laws







The formation, validity, interpretation, performance and dispute resolution of this
Agreement shall be governed by the PRC laws.




	17.	 	Dispute Resolution







	 	17.1	 	Any dispute arising from or in connection with this Agreement shall be resolved
by the Parties through amicable consultation.







	 	17.2	 	If the Parties cannot resolve the dispute through amicable consultation within
sixty (60) days after the occurrence thereof, such dispute shall be submitted for
arbitration to the China International Economic and Trade Arbitration Commission. The
seat of the arbitration shall be in Beijing.







	 	17.3	 	If any provision hereof is held invalid under applicable laws, such invalidity
will not affect the validity and enforceability of the other provisions of this
Agreement.





 


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	18.	 	Miscellaneous







	 	18.1	 	This Agreement constitutes the entire representations and agreement between the
Parties and supersedes all oral or written representations, warranties, understandings
and agreements concerning the subject matters hereof between the Parties made or reached
prior to the execution hereof. The Parties acknowledge and agree that any
representation or warranty not explicitly included herein do not constitute the basis of
this Agreement, and
therefore will not serve as the basis for the determination of the rights and
obligations of the Parties and the interpretation of the terms and conditions hereof.







	 	18.2	 	All provisions of this Agreement are independent and severable. If any provision
of this Agreement is held to be illegal, invalid or unenforceable by any government,
governmental agency, judicial authority or arbitration institution, the validity of the
other provisions of this Agreement will not be affected thereby.







	 	18.3	 	The Parties agree that they may engage in further negotiations on issues not
covered herein, and enter into a supplemental agreement in writing, after the execution
of this Agreement. Such supplemental agreement will constitute an integral part of this
Agreement.







	 	18.4	 	No Party may assign its rights hereunder without the prior written consent of the
other Party. This Agreement will be binding upon the respective successors and permitted
assigns of the Parties hereto.







	 	18.5	 	This Agreement will become effective upon the execution and affixing of corporate
seal by the Parties.







	 	18.6	 	All notices specified in this Agreement shall be in writing, in Chinese, and
delivered via registered mail, facsimile or other electronic means of communication. A
notice is deemed to have been duly given when it is delivered to the registered address
of the receiving Party. If the notice is sent by registered mail, it will be deemed to
have been duly given on the delivery date noted on the return receipt thereof. If the
notice is transmitted by facsimile, it will be deemed to have been duly given upon the
receipt of the confirmation of such transmission from the fax machine.







	 	18.7	 	This Agreement shall be written in Chinese and executed in eight originals. Each
Party shall hold one original, and the remaining originals shall be filed for approval
or registration with applicable government agencies. Each original shall have equal
legal effect.





 


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Index to annexes:




1. Letter of Undertaking of the Original Shareholders




2. Article of Association of the Company




3. Letter of Disclosure




(The remainder of this page is intentionally left blank.)




 


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SIGNATURE PAGE




In witness whereof, the Parties have executed this Agreement on the date first written above.




Party A: Guangdong Meidiya Investment Co., Ltd.



Legal Representative (or Authorized Representative): /s/ Yinan Hu



Party B: Chengdu Mingxia Industrial Co., Ltd.



Legal Representative (or Authorized Representative): /s/ Fengxia Zou



Party C: Keping Lin



/s/ Keping Lin



Target Company: Beijing Fanhua Datong Investment Management Co., Ltd.



Legal Representative (or Authorized Representative): /s/ Keping Lin


 


 









 





Annex 1



Standard Premium Conversion Table




	 	 	 	 	 	 	 	 	 
	Insurance	 	 	 	Conversion	 	 	 
	category	 	Payment period	 	rate	 	 	Remarks
	Traditional personal life insurance
	 	Single payment and under
5  years	 	 	10	%	 	The aggregate amount of premiums from traditional personal life insurance policies with one
single premium payment or a payment period of less than 5 years (excluding five years),
universal life insurance and investment-linked insurance policies with one single premium payment
and their respective additional and supplemental parts shall not exceed 10% of the total
standard premiums.
	 
	 	5 years to 9 years	 	 	35	%	 
	 
	 	10 years to 14 years	 	 	65	%	 
	 
	 	15 years to 19 years	 	 	80	%	 
	 
	 	more than 20 years	 	 	100	%	 
	Universal life insurance
	 	Single payment, and the
additional and supplemental  parts	 	 	5	%	 
	 
	 	Basic part	 	 	50	%	 
	Investment-linked insurance
	 	Single payment, and  additional
and supplemental  parts	 	 	5	%	 
	 
	 	Basic part	 	 	50	%	 






 


 









 





Annex 2



Letter of Undertaking of the Original Shareholders




Each of the Original Shareholders undertakes irrevocably to Party A that:




	1.	 	Scope of Investment







Except with the prior written consent of Party A, such shareholder shall use its/his
shareholder’s rights in the Company to successfully cause and ensure that the Company’s
investments will be limited to the insurance intermediary industry only.




	2.	 	Adjustment of Equity Interests







If the Company fails to achieve the performance targets in 2009, 2010 and 2011, the Original
Shareholders agree to adjust its equity interests in the following manner:




	 	2.1	 	If the Company achieves lower than 50% of the net profit target of any of the years
2009, 2010 and 2011, the Original Shareholder shall transfer 15% of the equity interests
in the Company held by them to Party A at a consideration of RMB 1.00. If the Company
achieves higher than 50%, but lower than 60% of the net profit target in any of the three
years mentioned above, the Original Shareholders shall transfer 10% of the equity
interests in Datong held by them to Party A at a consideration of RMB 1.00.







	 	2.2	 	If the actual total net profit of the Company for the years 2009 to 2011 is less
than RMB96 million, the Original Shareholders shall transfer 15% of the equity interests
in the Company held by them to Party A at a consideration of RMB 1.00. However, if the
Company achieves lower than 60% of the net profit target for any year, the Original
Shareholders may transfer 5% less of the equity interests that they otherwise are
required to transfer to Party A for that year.







For example, if the net profit achieved in 2009 is higher than 60% of the performance target
for that year, the net profit achieved in each of 2010 and 2011 is lower than 50% of the
respective performance target for that year, and the total net profit achieved in those three
years is less than RMB96 million, the Original Shareholders shall transfer 35% of the equity
interests in the Company held by them to Party A at a consideration of RMB3.00. The
calculation formula is as follows: 0%+ 15%+15%+15%-5%-5%=35%.


 


 









 






	 	2.3	 	The actual fulfillment of the aforesaid performance targets shall be confirmed
jointly by Party A and Party C.







	3.	 	Security Deposit







	 	3.1	 	The Original Shareholders agree to irrevocably provide RMB180 million as a security
deposit to Party A within six (6) months after the Closing Date. Party A has the right
to return the security deposit to the Original Shareholders in installments based on the
number of sales teams, the number of productive sales agents and the monthly Standard
Premiums with a Payment Period of more than 5 Years of the Company and its subsidiaries,
provided, however, that each installment may not exceed RMB20 million. The particulars
are set forth in the following table:






	 	 	 	 	 
	Time	 	Installments	 	Conditions
	 
	 	 	 	 
	Before December 31,
2011

	 	First Installment
	 	1) 10 sales teams, 2) 200 productive sales agents, 3)  2 million standard premiums per month
	 
	 	 	 	 
	 

	 	Second Installment
	 	1) 20 sales teams, 2) 500 productive sales agents, 3) 5 million standard premium per month
	 
	 	 	 	 
	 

	 	Third Installment
	 	1) 30 sales teams, 2) 900 productive sales agents, 3) 9 million standard premiums per month
	 
	 	 	 	 
	 

	 	Fourth Installment
	 	1) 40 sales teams, 2) 1,300 productive sales agents, 3) 13 million standard premiums per month
	 
	 	 	 	 
	 

	 	Fifth Installment
	 	1) 50 sales teams, 2) 1,700 productive sales agents, 3) 17 million standard premiums per month
	 
	 	 	 	 
	 

	 	Sixth Installment
	 	1) 60 sales teams, 2) 2,100 productive sales agents, 3) 21 million standard premiums per month
	 
	 	 	 	 
	 

	 	Seventh Installment
	 	1) 70 sales teams, 2) 2,500 productive sales agents, 3) 25 million standard premiums per month
	 
	 	 	 	 
	 

	 	Eighth Installment
	 	1) 80 sales teams, 2) 2,900 productive sales agents, 3) 29 million standard premiums per month
	 
	 	 	 	 
	 

	 	Ninth Installment
	 	1) 90 sales teams, 2) 3,300 productive sales agents, 3) 33 million standard premiums per month







	 	3.2	 	If Party A does not return all the security deposit to the Original Shareholders
due to the Company’s failure to meet all of the above-mentioned requirements before
December 31, 2009, Party A will be entitled to keep the remaining amount of the security
deposit and will no longer be obligated to return it.





 


 









 










Annex 3




Articles of Association of the Company




 


 









 







Annex 4




Letter of Disclosure




Disclosure relating to:



Liabilities and title defects:



Pending litigations, claims, arbitrations, or other legal or administrative proceedings:



Defaults under existing material agreements or commitments: