SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (Agreement) is made in [Insert Administrative Area], PRC on the day of 20 [ ] BETWEEN: Party

y A: [Insert Individual Shareholders Name] Residential Address: ID Card No.:

Party B: [Insert Institutional Shareholders Name] Registered Office: Legal Representative: RECITAL A. In accordance with the Company Law of the Peoples Republic of China (Company Law) and other relevant PRC laws, decrees and regulations, Party A and Party B, adhering to the principle of equality and mutual benefit and through friendly consultations, hereby agree to jointly invest to set up [Insert Companys Name] Limited (Company) in [Insert Administrative Area], PRC.

B.

The parties hereto have agreed to enter into this Agreement for the purpose of regulating their rights and obligations in relation to the Company. NOW THEREFORE, THE PARTIES HERETO HEREBY AGREED AS FOLLOWS: 1. INTERPRETATION In this Agreement, the following terms shall (unless the context otherwise requires) have the meanings set out opposite them below respectively: Affiliate means (i) in the case of an entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with any specified Person or (ii) in the case of an individual, such individuals spouse, children, grandchildren or parents or a trust primarily for the benefit of any of the foregoing. Articles of Association means the articles of association of the Company then in effect, as mentioned from time to time; Board means the board of directors of the Company, as constituted from time to time; Director means a director of the Company; Person means any individual, partnership, corporation, limited liability company, joint venture,

trust, firm, association, unincorporated organization or other entity. PRC or China means the Peoples Republic of China excluding, for the purposes of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan; Pro Rata Amount means, with respect to any Shareholder, the ratio of the amount of registered capital contributed by him/it to the total amount of registered capital of the Company; RMB means the lawful currency of the PRC; Shares means the shares of the Company; Shareholder means the holder for the time being of the Shares; Subsidiary means, with respect to any Person, a corporation or other entity of which 50% or more of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. Unless otherwise qualified, all references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company or to Subsidiaries thereof. 2. GENERAL PROVISIONS 2.1 All activities of the Company shall comply with, and be entitled to the benefits and protection of, all provisions and stipulations stated in the officially promulgated and relevant PRC laws and decrees. 2.2 The Company shall be organized as a limited liability company. Each Shareholder of the Company is liable to the Company within the limit of its capital contribution. The profits, risks and losses of the Company shall be shared by the Shareholders in proportion to their respective capital contribution, except otherwise as agreed by all Shareholders that dividend will not be divided in proportion to their respective capital contribution. 3. BUSINESS OF THE COMPANY The business of the Company shall be [Insert Details]. 4. REGISTERED CAPITAL AND CAPITAL CONTRIBUTION 4.1 The total amount of registered capital of the Company is RMB [Insert Number], of which: Party A shall pay RMB[Insert Number], accounting for [Insert Number]% of the registered capital; Party B shall pay RMB[Insert Number], accounting for [Insert Number]% of the registered capital; 4.2 Each Shareholder shall make in full as scheduled the amount of the capital contribution subscribed for under the Articles of Association in a lump sum. All of the Shareholders shall make their capital contribution in cash; they shall deposit the full amount of such capital contribution in cash in the interim bank account opened by the Company to be established. SHAREHOLDERS MEETINGS Shareholders meetings shall exercise the following powers:. To decide on the Companys operational policies and investment plans; To elect and replace Directors and decide on matters relating to the remuneration of Directors; To elect and replace the supervisors who are representatives of the Shareholders, and decide on matters relating to the remuneration of supervisors; To examine and approve reports of the Board of Directors;

5. 5.1 (a) (b) (c) (d)

(e) (f) (g) (h) (i) (j)

To examine and approve reports of the board of supervisors or any supervisor(s); To examine and approve the Companys proposed annual financial budget and final plans; To examine and approve the Company's plans for profit distribution and recovery of losses; To decide on increases in or reductions of the Companys registered capital; To decide on the issue of bonds by the Company; To decide on transfers of capital contribution by Shareholders to a Person other than a Shareholder; (k) To decide on issue such as merger, division, change in corporate form or dissolution and liquidation of the Company; and (l) To amend the Company's Articles of Association. Where unanimous agreement is reached in writing among the Directors on the issues listed above, a decision can be made directly by the Shareholders Meeting without a meeting, which decision shall be signed and stamped by all the Shareholders. 5.2 While this Agreement remains in force, any actions or decisions concerning the following matters must be adopted by the Shareholders representing two-thirds (2/3) or more of the total voting rights: (a) Amendment to the Articles of Association; (b) Merger, division, dissolution or change of structure of the Company (unless it shall have become insolvent); (c) Changes in registered capital (or equivalent capital structure) of the Company. 5.3 Any actions or decisions concerning major issues or matters other than those under Clause 5.2 shall be adopted by the Shareholders representing one half (1/2) or more of the total voting rights. 6. DIRECTORS 6.1 The Board shall consist of [Insert Number of the Directors] Directors, among which Party A has right to nominate [Insert Number of the Directors] and Party B shall has right to nominate [Insert Number of the Directors]. It is the right of Shareholders at the Shareholders meeting to elect and remove members of the Board. 6.2 Any of the Shareholders exercising such rights of nomination shall give written notice to the Company and to all other Shareholders [Insert Number] days before the meeting. 6.1 Each of the Shareholders shall indemnify all the other Shareholders and the Company in respect of any claim (other than any claim relating to such Persons employment or for services provided to the Company) by any Director nominated by him/it in respect of such Directors removal or resignation for whatsoever reason. 7. BOARD OF DIRECTORS 7.1 The quorum for all meetings of the Board shall be at least two thirds (2/3) of all of the Directors. A quorum must be present at the beginning of and throughout each meeting. 7.2 Matters set out in Clause 5.1 and 5.2 herein must be resolved by Shareholders representing two thirds (2/3) or more of the total votes. All matters other than those set out in Clause 5.1 and 5.2 shall be decided by the Board by way of simple majority vote, but subject to relevant laws and regulations which may reserve to the Shareholders meetings power to consider and, if thought fit, pass certain resolutions to the exclusion of the directors.

8. 8.1 8.2 (a)

(b)

9. 9.1

9.2

9.3

PROMOTION OF THE COMPANYS BUSINESS Each of the Shareholders covenants with the others to use his/its best endeavours to promote and develop the business of the Company. Each of the Shareholders covenants with the others that he shall not: be engaged, concerned or interested either directly or indirectly and whether on his/its own, or on behalf of, or in association with, any third party or in any capacity whatsoever in carrying on any business which is the same as or similar to the business of the Company; or on his/its own, or on behalf of, or in association with, any third party or in any capacity whatsoever, entice or seek to entice away from the Company any Director or other officer or any employee of the Company whether or not any such Person would thereby commit a breach of his/its contract of service or employment or solicit, or seek to solicit, the business of any Person, firm or company which has at any time been a customer or client of, or supplier of goods or services to, the Company. 8.3 The restrictions contained in Clause 8.2 shall have full effect and be enforceable for as long as each such party is owner of any Shares and for the period of two (2) years after he/it ceases to own any Shares, whatever the reason for such cessation of ownership. 8.4 Each of the Shareholders shall procure that the restrictions contained in Clause 8.2 shall be observed by all Persons under his/its control. 8.5 The restrictions contained in Clause 8.2, 8.3 and 8.4 are considered reasonable by the parties hereto, but, in the event that any such restriction shall be found to be void under any relevant law but would be valid if some part or parts thereof were deleted or the period or area of application were reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective. 8.6 Any interest of any of the Shareholders in any securities which are listed on Shanghai Stock Exchange, Shenzhen Stock Exchange and other stock exchange markets amounting to five per cent or less of the issued securities of any class and which, in all circumstances, constitute less than five per cent of the voting rights (if any) attaching to the securities of that class, shall be disregarded for the purpose of Clause 8.2. CONFIDENTIALITY Each of the parties hereto shall at all times, both before and after termination of this Agreement, keep confidential any information which he/it may acquire or may already have acquired prior to the date of this Agreement in relation to the Company or its business, customers, clients or other affairs (the Confidential Information) and shall not use such information or disclose the same to any third party except with the prior written consent of every other party hereto and of the Company or in accordance with the order of a court of competent jurisdiction or for the advancement of the Companys business. Where any Party hereto has to make a disclosure following an order of a competent court, or for the benefit of the Company business, it must immediately notify in writing each Party hereto and the Company. The parties hereto shall procure that the Company shall use all reasonable endeavours to ensure that its directors, officers, employees and agents shall observe a similar duty of confidentiality. The obligations of the parties hereto continued in Clause 9.1 shall continue for perpetual

10. 10.1

10.2

(a)

(b)

(c)

10.3

10.4

(a)

duration but shall cease to apply to any information coming into the public domain otherwise than by breach of any such party of his obligations therein contained. CONTRIBUTION TRANSFERS Save as provided in the remaining sub-clauses of this Clause, none of the parties hereto shall be entitled during the term of this Agreement to sell, transfer, charge, pledge, encumber, grant options over or otherwise dispose of any contribution in registered capital now owned or hereafter acquired by such party. In the event that any of the parties hereto proposes to sell, transfer or otherwise dispose of all or any contributions in registered capital held by him therein (the Offer Contribution) to any Person (including any other party hereto), such party (the Selling Party) shall give written notice (the Transfer Notice) to the Company and all other parties hereto (the NonSelling Parties) stating the following: The name of the proposed transferee, the price offered by such transferee for the Offer Contribution, the proposed date of completion of the transfer and all other terms and conditions of such proposed transfer; That the Selling Party irrevocably offers to sell the Offer Contribution to the Non-Selling Parties (the First Offer) pro rata to their then respective contribution in the Company on the same terms and conditions (including price) as have been offered by such transferee; and That each Non-Selling Party must, if he wishes to accept the First Offer, give notice to the Selling Party not later than 14 days after the date when a valid Transfer Notice was given (or deemed given) to them (the First Offer Date) and, if any Non-Selling Party is prepared to purchase Offer Contribution in excess of his pro rata allocation as determined pursuant to item (b) above, such notice shall specify the maximum number of Offer Contribution which such Non-Selling Party is prepared to purchase. In the event that none of the Non-Selling Parties accepts the First Offer in the manner provided by item (c) of sub-clause 10.2, the Selling Party shall be free to sell the Offer Contribution to the proposed transferee on terms and conditions no more favourable than those originally contained in the Transfer Notice provided that if the Selling Party transfers its ownership interest to any party other than the Non-Selling Parties, it shall obtain the consent of 1/2 of the Non-Selling Parties. Other Non-Selling Parties shall be deemed to have agreed to the transfer if failing to give a reply within 30 days upon the receipt of the written notice, and the execution of the sale and purchase contract of Offer Contribution shall be completed not later than 60 days after the First Offer Date, but always subject to compliance with the provisions of sub-clause 10.7. In the event that all the Non-Selling Parties accept the First Offer in the manner provided by item (c) of sub-clause 10.2, the execution of the sale and purchase contract of the Offer Contribution shall take place no later than 60 days after the First Offer Date at such place and time as the Selling Party and the Non-Selling Parties shall agree whereupon: The Selling Party shall deliver to each Non-Selling Party a duly executed instrument of transfer in respect of the relevant number of Offer Contribution accepted by such Non-Selling Party and deliver to the Company the relevant contribution certificate for cancellation; the Company shall destroy the Capital Contribution Certificate of the original Shareholder, and issue the Capital Contribution Certificate to the new Shareholder, and make corresponding

(b) 10.5

10.6

amendment to the Articles of Association. Such amendment to the Articles of Association shall not require the approval of the Shareholders Meeting. Each of the Non-Selling Parties shall deliver to the Selling Party a bankers draft in payment of the price of the relevant number of Offer Contribution. In the event that at least one Non-Selling Party accepts the First Offer (an Accepting Party) and any of the other Non-Selling Parties rejects or fails to accept such offer in the manner provided by item (c) of sub-clause 10.2 (a Non-Accepting Party), the remaining Offer Contribution shall be allocated between those Accepting Parties who have indicated that they are prepared to purchase more Offer Contribution than their pro rata allocations, and, if more than one, pro rata to the number of excess Offer Contribution which each such Accepting Party has indicated he is prepared to purchase. The execution of the sale and purchase contract of such excess Offer Contribution shall take place in accordance with the provisions of sub-clauses 10.4. To the extent that the Offer Contributions are not fully accepted by the Accepting Parties pursuant to the preceding sub-clauses, the Selling Party shall be free to sell the non-accepted Offer Contribution to the proposed transferee on terms and conditions no more favourable than those originally contained in the Transfer Notice provided that such sale shall be approved by 1/2 of the Non-Selling Parties. Other Non-Selling Parties shall be deemed to have agreed to the transfer if failing to give a reply within 30 days upon the receipt of the written notice, the execution of the sale and purchase contract of such Offer Contribution takes place not later than 60 days after the First Offer Date, but always subject to compliance with the provisions of sub-clause 10.7. If the Non-Selling Parties do not elect to purchase all of the Offer Contributions in accordance with sub-clauses 10.2 to 10.6, the Selling Party shall refrain from selling any Offer Contribution to any New Party unless, prior to the consummation of such sale, each NonSelling Party who is not an Accepting Party has been afforded the opportunity to join in such sale, as provided in items (a) to (d) below: Not later than 30 days after the First Offer Date, any of such Non-Selling Parties who is not an Accepting Party may elect, by giving written notice to the Selling Party, to offer for sale to the New Party such percentage of his contribution to registered capital as is equivalent to the percentage of the Selling Partys contribution to registered capital proposed to be sold to the New Party (after deducting therefrom all Offer Contribution agreed to be taken up by Accepting Parties), at a price and otherwise on the same terms and conditions as those on which the New Party has offered to purchase Contribution from the Selling Party. In the event that the New Party agrees to purchase all of the Offer Contribution of the Selling Party and all of the Non-Selling Parties Contribution offered for sale pursuant to item (a) above, the execution of the sale and purchase contract of such Contribution should take place not later than 60 days after the First Offer Date. In the event that the New Party agrees to purchase less than the total sum of (i) all of the Offer Contribution of the Selling Party (after deducting therefrom any such Contribution agreed to be taken up by Accepting Parties) and (ii) all of the Contributions offered for sale by Non-

10.7

(a)

(b)

(c)

(d) (e)

10.8

10.9

10.10

10.11

11. 11.1

11.2

Selling Parties (not being Accepting Parties) pursuant to item (a) above, the Selling Party and such Non-Selling Parties shall be entitled to sell to the New Party the aggregate number of registered capital agreed to be purchased by the New Party in such ratios as reflect (1) in the case of the Selling Party, the number of Offer Contribution (after deduction as aforesaid) and (2) in the case of each such Non-Selling Party, the number of Contribution offered for sale pursuant to item (a) above. The execution of the sale and purchase contract of such Contribution shall take place not later than 60 days after the First Offer Date. In the event that the New Party does not comply with items (a), (b) or (c) above, the Selling Party shall not be entitled to proceed with the sale of any of the Offer Contribution to the New Party. In the event that an offer is made by a third party to purchase all outstanding registered capital, the party receiving such offer (Recipient Party) shall notify the Company and all other parties hereto as soon as possible. No later than 14 days prior to expiration of such offer, each of the parties hereto shall notify the Recipient Party, and Recipient Party shall notify all of the other parties hereto, whether or not he intends to accept such offer. If parties beneficially owning not less than 90% of the total registered capital accept such offer, the remaining party or parties shall also be required to accept such offer and sell their share in the registered capital to such third party. After the execution of the sale and purchase contract of Offer Contributions, the parties hereto shall procure that the shareholders meeting approves such transfers of the registered capital as soon as possible, and the Company submits the sale and purchase contract of the registered capital for governmental approval, if so required, and modifies the entry of all required particulars in the Companys shareholders register. Under no circumstances shall the transfer of any registered capital by any of the parties hereto to any Person, firm or corporation who or which is not a party to this Agreement (New Party) be entered in the Companys share register unless the New Party has first entered into a contract with all parties hereto (other than any ceasing to be a Shareholder) whereby the New Party shall agree, inter alia, to be bound by all the restrictions of, and discharge all duties and obligations set out in, this Agreement as if the New Party were an original party hereto. Such contract shall be in such form as the parties hereto (other than any ceasing to be a Shareholder) shall require. Except for sub-clause 10.10, which shall apply, the provisions of this Clause 10 shall not apply if no less than 90% of the total voting rights consent to any transfer of registered capital (which consent may be conditional if such beneficial owners deem appropriate). FINANCING In the event that the Shareholders meeting resolves to increase the registered capital, with the consent of no less than two thirds (2/3) of the total voting rights pursuant to item (c) of Clause 5.2, each of the parties hereto shall have the right to subscribe for his/its Pro Rata Amount of such new increased registered capital and shall, in addition, have the right of over subscription for new increased registered capital (Over Subscription Right) if any of the other parties elects not to subscribe fully for his/its Pro Rata Amount. Each of the parties hereto shall be afforded the opportunity to subscribe for his/its Pro Rata

11.3

11.4

(a) (b) (c) 11.5

11.6 (a)

(b) 12. 12.1

Amount of such new increased registered capital on the same terms and at the same price as are offered to other parties. Any new increased registered capital which is not taken up by any party who fails to exercise his/its right of subscription for his/its Pro Rata Amount of such new increased registered capital or who, having exercised such right, fails to complete such subscription shall first be offered to those parties who exercise their Over Subscription Right within the Issuance Notice Period (as defined in Clause 11.4) pro rata to the number of additional new increased registered capital which such parties have agreed to take up above their Pro Rata Amount. Thereafter, the Company shall have the right to sell all remaining new increased registered capital pursuant to Clause 11.5. Prior to increasing any new registered capital, a resolution shall be passed by the Shareholders meeting for giving to each of the parties written notice (the Issuing Notice) setting out the price and terms upon which the Company proposes to sell the same, the amount of new increased registered capital for which each party is entitled to subscribe and a statement that each party shall have 14 days from the date of receipt, or deemed receipt, of the Issuance Notice to accept his Pro Rata Amount of the new Shares and to exercise his/its Over Subscription Right by: giving written notice to the Company; forwarding payment for his/its Pro Rata Amount of the new increased registered capital to the Company; and if the Over Subscription Right is exercised, forwarding payment for the additional new increased registered capital for which he agrees to subscribe. In the event that any of the parties hereto fails to exercise his right of subscription within the Issuance Notice Period, and subject to the other parties Over Subscription Rights, the Company shall have 60 days thereafter to enter into an agreement with a third party to sell the new increased registered capital in respect of which the rights of the parties hereto were not exercised, at a price and upon terms no more favourable to such third party than those specified in the Issuance Notice. In the event that no such agreement is entered into within such 60 day period, the Company (as the parties hereto shall procure) shall not thereafter issue any new Shares without first offering the same to the parties hereto in the manner provided in this Clause 11. It is agreed that the provisions of sub-clauses 11.1 to 11.5 shall not apply to any new issue of new Shares or any increase in the registered capital. Pursuant to (i) an initial public offering made by the Company (or any new holding company); or (ii) the exercise of any options granted to directors, officers or employees of the Company in accordance with any share option scheme approved by the Shareholders meeting; or If the beneficial owners of not less than 90% of the total voting rights agree that sub-clauses shall not apply. INITIAL PUBLIC OFFERING All the parties hereto agree that the Company (or any new holding company) shall seek a listing of its shares either on Shanghai Stock Exchange and Shenzhen Stock Exchange or on such other stock exchange as not less than [two thirds] of the total voting rights may decide,

12.2

13. 13.1 13.2 (a)

(b)

(c) (d) 13.3

14. 14.1

14.2

14.3

as soon as the Company together with any subsidiaries at such time meets the financial, business and other requirements of the relevant listing rules (or equivalent regulations). For the purpose of seeking such listing, all the parties hereto agree that the Board shall have full authority, acting for and on behalf of the Company, to take such steps as are necessary including, without limitation, transformation of the Company into a share limited company, appointment of a sponsor, underwriters, receiving bankers, share registrar, reporting accountants, valuers and solicitors. Each of the parties hereto covenants with the others to use his best endeavours to assist the Board with such application for listing including, without limitation, surrendering any interest in any Subsidiary of the Company for an interest of equal value in the Company (or any new holding company) on such terms and conditions as the Board may reasonably require. TERMINATION This Agreement shall continue in full force and effect until terminated in accordance with this Clause 13. This Agreement shall terminate automatically: In relation to any party who ceases to be the owner of any Shares; or if any stock exchange anywhere in the world grants a listing of shares in the capital of the Company (or any new holding company); or If an effective resolution is passed to wind up the Company or if a liquidator is otherwise appointed (except for the purpose of a bona fide reconstruction or amalgamation of the Company with the consent of all the parties hereto, such consent not to be unreasonably withheld) or if a receiver or manager is appointed over any part of the assets or undertaking of the Company; or At any time by written agreement of all the parties hereto; or On such date as one Shareholder becomes beneficially interested in all the issued Shares. Termination of this Agreement either in its entirety or in relation to certain of the parties hereto only shall be without prejudice to Clause 9 and any rights which any party may have against any other party hereto which arose prior to such termination. MISCELLANEOUS This Agreement shall be binding upon the parties hereto and their successors and permitted to assign to another party provided that none of the parties hereto shall be entitled to assign his rights or benefits under this Agreement or purport to transfer any of his duties or obligations hereunder except with the prior consent of all the other parties. In the event of any inconsistency between the provisions of this Agreement and Articles of Association, the former shall prevail and the parties hereto shall cooperate with a view to taking all necessary action to make any appropriate amendments to the Articles of Association to reflect the provisions of this Agreement. Nothing in this Agreement shall be deemed to constitute an amendment to the Articles of Association. Each party hereto shall exercise or refrain from exercising any voting rights or other powers of control so as to ensure the passing of any and every resolution necessary or desirable to procure that the affairs of the Company are conducted in accordance with the provisions of this Agreement and otherwise to give full effect to the provisions of this Agreement and likewise to ensure that no resolution is passed which does not accord with such provisions.

14.4

No exercise or failure to exercise or delay in exercising any rights, power or remedy vested in any party hereto under or pursuant to this Agreement shall constitute a waiver by that party of that or any other right, power or remedy. 14.5 Nothing in this Agreement shall be deemed to constitute a partnership between the parties hereto nor constitute any party the agent of any other party or otherwise entitle any party to have authority to bind any other party hereto for any purpose whatsoever. 14.6 This Agreement constitutes the entire Agreement between the parties hereto in relation to the subject matter hereof and supersedes all prior agreements and understandings whether oral or written with respect thereto and no variation of this Agreement shall be effective unless reduced to writing and signed by each of the parties hereto. 14.7 This Agreement may be executed in any number of counterparts or duplicates each of which shall be an original but such counterparts or duplicates shall together constitute one and the same Agreement. 14.8 Time shall be of the essence for the purposes of any provision of this Agreement. 14.9 The parties hereto agree that any right of action which the Company may have in respect of any alleged breach of any obligation owed to the Company shall be prosecuted by the Directors appointed by the party or parties which is or are not, or whose associate is not, alleged to be responsible for the breach. Those Directors shall have full authority on behalf of the Company to negotiate, litigate and settle any claims arising out of the alleged breach or exercise any right arising out of the alleged breach and the parties shall take all steps within their power to give effect to the provisions of this sub-clause. 14.10 The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 14.11 In this Agreement, references to Clauses are to clauses of this Agreement and references to a sub-clause are, unless otherwise stated, references to a sub-clause of the Clause in which the reference appears. 14.12 Clause headings are inserted for convenience only and shall be ignored in construing the terms of this Agreement. 15. ANNOUNCEMENTS Each of the parties hereto undertakes to other parties that he/it will not make any announcement in connection with this Agreement unless all other parties hereto shall have given their respective consents to such announcement. 16. NOTICES 16.1 Any notice to be given by any party hereto shall be in writing and shall be deemed duly given if delivered personally or sent by facsimile transmission or e-mail or by prepaid registered post to the addressee at the address or (as the case may be) the facsimile number or e-mail address of that party set opposite his name below, Name of Party Address Facsimile No. E-mail [Insert [Insert Address] [Insert Number] Shareholders Name] [Insert [Insert Address] [Insert Number] Shareholders Name]

10

or at such other address (or facsimile number) or e-mail address as the party to be served may have notified (in accordance with this clause) for the purposes of this Agreement. 16.2 Any notice sent by facsimile or e-mail shall be deemed given when dispatched subject, in the case of facsimile, to successful transmission report and any notice served by prepaid registered post shall be deemed given 48 hours after posting. 17. APPLICABLE LAW AND SETTLEMENT OF DISPUTES 17.1 The formation of this Agreement, its validity, interpretation, execution and settlement of the disputes shall be governed by the relevant laws of the Peoples Republic of China, decrees, rules and regulations. 17.2 Any disputes, claims arising from or relating to the validity, interpretation, execution, and termination of the Agreement shall be settled through friendly consultations. Any party, upon receipt of a written request from the others, should consult with the others with no delay. In case no settlement can be reached through consultations within thirty (30) days, the dispute shall be submitted to China International Economic and Trade Arbitration Commission, Beijing Branch for arbitration in accordance with the then in-effect arbitration rules of the commission. 17.3 The arbitral award shall be final and binding upon all parties and shall be enforceable by any court having the jurisdiction over the party or parties against which the award has been rendered, or wherever assets of the party or parties against which the award has been rendered are located. The losing party or parties shall bear the costs of arbitration and the other sides attorney fees unless otherwise stipulated in the award. 17.4 Each party shall cooperate with the other party in making full disclosure of and providing complete access to all information and documents requested by the other party in connection with such proceedings subject only to any confidentiality obligations binding on such party. 17.5 In resolving of the dispute, except for the disputed part, other parts of this Agreement shall be performed accordingly. 17.6 An arbitration clause does not prevent any party from requesting interim conservatory measures from the courts.

11

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written. SIGNED by: Party A:

Name: [Insert Individual Shareholders Name] Signature:

SIGNED by: Party B:

Name: [Insert Institutional Shareholders Name] Company Chop: Signature: Title: Legal Representative

12